SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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One Global View
Troy, NY 12180

January 18, 2001

Dear MapInfo Stockholder:

     You are cordially invited to the annual meeting of stockholders of MapInfo Corporation, which will be held at the Desmond Hotel, located at 660 Albany-Shaker Road, Albany, New York on Tuesday, February 27, 2001 at 2:00 p.m. We look forward to greeting as many of our stockholders as possible.

     Details of the business to be conducted at the annual meeting are provided in the attached Notice of Annual Meeting and Proxy Statement.

     Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to sign, date and promptly return the enclosed proxy in the enclosed postage paid envelope. Alternatively, you may vote your shares over the Internet or by telephone. Please refer to the enclosed proxy card for detailed instructions. If you decide to attend the annual meeting, you will of course have the opportunity to vote in person.

     Our best wishes for a happy new year!

Sincerely,

     1.  To elect seven directors to serve for the ensuing year.

     2.  To approve an amendment to the Company's 1993 Stock Incentive Plan, as described herein.

     3.  To approve an amendment to the Company's 1993 Director Stock Option Plan, as described herein.

     4.  To approve an amendment to the Company's Certificate of Incorporation, as described herein.

     5.  To ratify the selection by the Board of Directors of PricewaterhouseCoopers LLP as the Company's independent accountants for the current fiscal year.

     6.  To transact such other business as may properly come before the meeting or any adjournment thereof.

     Stockholders of record at the close of business on January 2, 2001 will be entitled to notice of and to vote at the meeting or any adjournment thereof. The stock transfer books of the Company will remain open.

     All stockholders are cordially invited to attend the meeting.

     WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES. ALTERNATIVELY, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

     At the close of business on January 2, 2001, the record date for the determination of stockholders entitled to vote at the Annual Meeting (the "Record Date"), there were outstanding and entitled to vote an aggregate of 14,451,170 shares of common stock, $0.002 par value per share, of the Company (the "Common Stock"). Stockholders are entitled to one vote per share.

     All share information contained in this Proxy Statement has been adjusted to reflect the three-for-two stock splits in the form of two stock dividends effected by the Company on January 10, 2000 and September 28, 2000.

     The Company's Annual Report to Stockholders for fiscal 2000 was mailed to stockholders, along with these proxy materials, on or about January 18, 2000.

     The holders of a majority of the number of shares of Common Stock issued, outstanding and entitled to vote at the Annual Meeting shall constitute a quorum at the Annual Meeting. Shares of Common Stock present in person or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present.

      Director nominees must receive a plurality of the votes cast at the Annual Meeting, which means that a vote withheld from a particular nominee or nominees will not affect the outcome of the election. The approval of the amendments to the Company's 1993 Stock Incentive Plan and 1993 Director Stock Option Plan and the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for the current fiscal year must be approved by a majority of the votes cast on the matter. The approval of the amendment to the Company's Certificate of Incorporation must be approved by a majority of the stock of the Company entitled to vote.

     Shares that abstain from voting as to a particular matter will not be counted as votes in favor of such matter, but will be counted as shares voting on such matter. Accordingly, an abstention from voting on a matter has the same effect as a vote against the matter. Shares held in street name by brokers or nominees who indicate on their proxy that they do not have discretionary authority to vote such shares as to a particular matter (a "broker non-vote") will not be counted as votes in favor of such matter and will also not be counted as shares voting on such matter. Accordingly, a broker non-vote on a matter that requires the affirmative vote of a certain percentage of the shares present and voting on the matter, such as the election of directors, the approval of the amendments to the 1993 Stock Incentive Plan and 1993 Director Stock Option Plan and the ratification of independent accountants, has no effect on the voting on such matter. A broker non-vote on a matter that requires the affirmative vote of a majority of the outstanding shares of Common Stock, such as the approval of the amendment to the Certificate of Incorporation, has the same effect as a vote against the matter.

     Stockholders may vote by any one of the following means:

     To vote by mail, sign, date and complete the enclosed proxy card and return it in the enclosed self-addressed stamped envelope. No postage is necessary if mailed in the United States. Instructions for voting by using a toll-free telephone number or over the Internet can be found on your proxy card. If you hold your shares through a bank, broker or other nominee, they will give you separate instructions on voting your shares.

     The following table sets forth certain information, as of October 31, 2000, with respect to the beneficial ownership of the Company's Common Stock by (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table set forth under the caption "Executive Compensation" below and (iv) all directors and executive officers of the Company as of October 31, 2000 as a group:

*     Less than 1%

     The following table sets forth the name and age of each nominee, including position, if any, with the Company, principal occupation and business experience during the past five years, directorships in other publicly-held corporations and first year of service as a director of the Company:

     The Company has a standing Audit Committee of the Board of Directors, which reviews the Company's internal accounting control policies and procedures, considers and recommends the selection of the Company's independent accountants, reviews and approves any major accounting policy changes affecting the Company's operating results and provides the opportunity for direct contact between the Company's independent accountants and the Board. The Audit Committee met one time during fiscal 2000 and had three telephonic meetings. The members of the Audit Committee are Messrs. McNamee and Bardos and Ms. Tran. The members of the Company's Audit Committee meet Nasdaq's Independence Standards. A copy of the Audit Committee's Charter is included herein as Appendix A.

     The Company's Audit Committee has:

     Based on the above-referenced review and discussions, the Audit Committee recommended to the Company's Board of Directors the inclusion of the annual audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2000.

     The Company has a standing Compensation Committee of the Board of Directors, which has the authority to provide recommendations to the Board regarding compensation programs of the Company, administer the executive compensation programs and grant stock options under the Company's 1993 Stock Incentive Plan to all officers of the Company who are persons required to file reports ("Reporting Persons") pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Compensation Committee held one meeting during fiscal 2000. The members of the Compensation Committee are Messrs. Marvin, McNamee and Perakis. Mr. Marvin does not vote on matters involving his own compensation. On January 31, 1997, the Compensation Committee authorized a subcommittee which has the authority to approve stock option grants to all members of the Company's executive team (this group consisted of thirteen individuals who were executive officers and non-executive officers until July 2000 at which time the group was reduced to seven individuals). The subcommittee of the Compensation Committee acted by written consent one time during fiscal 2000. The members of this subcommittee are Messrs. McNamee and Perakis.

     The Company does not have a nominating committee or committee serving a similar function. Nominations are made by and through the full Board of Directors.

      The Board of Directors met six times during fiscal 2000 and acted by written consent two times. Each current director attended at least 75% of the aggregate of the total number of Board meetings and the total number of meetings held by all committees of the Board on which he then served.

     Under the Company's 1993 Director Stock Option Plan (the "Director Option Plan"), each director who is not also an employee of the Company or any subsidiary of the Company receives on the date of each annual meeting of stockholders a nonstatutory option to purchase 11,250 shares of Common Stock at an exercise price which is equal to the fair market value of the Common Stock on the date of grant. Pursuant to the Director Option Plan, in fiscal 2000, Messrs. McNamee and Perakis each received an option to purchase 11,250 shares of Common Stock at an exercise price of $22.50 per share. Ms. Kahn and Ms. Tran, who joined the board in June 2000, each received an option to purchase 11,250 shares of Common Stock at an exercise price of $21.542 per share in fiscal 2000. In addition, each director who is not also an employee of the Company or any subsidiary of the Company receives a retainer of $5,000 per year for serving on the Board of Directors, plus $1,000 for attendance at each full meeting of the Board of Directors and $500 for attendance at each meeting of a committee on which the director serves, which meeting is not coincident with a Board of Directors meeting. Mr. Bardos has unconditionally waived his right to participate in the Director Option Plan and has also declined cash compensation as an outside director.

     The following table sets forth certain information concerning the compensation earned in each of the last three fiscal years by (i) the Company's Chief Executive Officer during fiscal 2000, and (ii) the Company's four most highly compensated executive officers other than the Chief Executive Officer during fiscal 2000 who were serving as executive officers of the Company on September 30, 2000 and whose salary and bonus during fiscal 2000 exceeded $100,000 (the "Named Executive Officers").

     The following tables set forth certain information concerning option grants and exercises by the Named Executive Officers during fiscal year ended September 30, 2000 and the number and value of the unexercised options held by such persons on September 30, 2000.

_____________________

(1)  Based on the fair market value of the Common Stock on September 29, 2000 ($31.313), less the
     option exercise price.

     In September 1996, the Company entered into an employment agreement with Mr. Marvin (the "Marvin Agreement"). Under the Marvin Agreement, as amended, Mr. Marvin is employed by the Company as Chairman. Effective January 1, 2001 he became Co-Chairman of the Company. The Marvin Agreement shall remain in effect until the Board of Director determines that Mr. Marvin's services are no longer required, and the Company may terminate Mr. Marvin's employment for cause or in the event of his disability. Under the Agreement, Mr. Marvin's annual salary is set at $250,000, and he was granted an option to purchase 56,250 shares of Common Stock. Effective February 1, 1998, Mr. Marvin unilaterally reduced his annual salary to $125,000.

     In November 2000, the Company entered into a new employment agreement with Mr. Cavalier (the "Cavalier Agreement"). Under the Cavalier Agreement, Mr. Cavalier was employed by the Company as Chief Executive Officer until December 31, 2000 and effective January 1, 2001 he became Co-Chairman of the Board of Directors. Mr. Cavalier's base salary is set at $275,000 through October 31, 2001, and he was eligible to receive incentive compensation equal to one-half of this annual base salary, payable quarterly, upon the achievement of certain Company and individual objectives through the quarter ending December 31, 2000 only. Subsequent to October 31, 2001, Mr. Cavalier shall continue as Co-Chairman of the Board and as an employee of the Company, serving at the pleasure of the Board and the Company, and shall receive a base annual salary of $137,500. In addition, under the Cavalier Agreement, the Company has agreed to purchase such additional medical, disability, life insurance and any other fringe benefit programs of Mr. Cavalier's choosing, up to a combined maximum amount of $35,000 per year. Mr. Cavalier's employment may be terminated prior to November 1, 2001 by the Company in the event of Mr. Cavalier's death or disability or for cause or by Mr. Cavalier upon (i) an uncured material breach of the Cavalier Agreement by the Company, or (ii) a change in control of the Company. In the event that, prior to November 1, 2001, Mr. Cavalier's employment is terminated by the Company without cause (not including by reason of death or disability), or in the event that Mr. Cavalier terminates his employment with the Company upon an uncured breach of the Cavalier Agreement by the Company, Mr. Cavalier will be entitled to his full salary through the termination date of October 31, 2001 along with any unpaid incentive compensation earned as of the date of termination and one additional year of health and dental benefits following the date of his termination. Upon a change in control of the Company in which Mr. Cavalier is not offered employment in a position equivalent to his then current position, Mr. Cavalier's unexpired and unvested options to purchase common stock of the Company may be exercisable immediately as of the date of such change in control. Regardless of his position, there shall be no change in Mr. Cavalier's present base salary through October 31, 2001, nor the terms and conditions under which Company options were previously granted to Mr. Cavalier.

     In June 1997, the Company loaned $100,000 to Mr. Cavalier pursuant to the terms of an Unsecured Promissory Note (the "Note"). The loan bears interest at 7-1/8% per annum and is payable upon the earliest of (i) the termination of Mr. Cavalier's employment either voluntarily, or by the Company for cause or because of his death or disability, (ii) the sale of his residence or (iii) June 2, 2003. Amounts outstanding under the Note are offset by 25% of each bonus awarded to Mr. Cavalier by the Company and the net proceeds resulting from the sale of shares of Common Stock by Mr. Cavalier. The Note was paid in full on November 18, 1999.

     In April 2000, the Company entered into a new employment agreement with Mr. Gersuk (the "Gersuk Agreement"). Under the Gersuk Agreement, Mr. Gersuk is employed by the Company as Executive Vice President, Chief Financial Officer and Treasurer for a term commencing on April 1, 2000 and ending on March 31, 2002. Mr. Gersuk's base salary is set at $230,000 and he is eligible to receive bonuses equal to 50% of his base salary upon the achievement of certain Company and individual objectives. Mr. Gersuk's compensation is to be reviewed annually. In addition, Mr. Gersuk was granted an option to purchase 52,500 shares of Common Stock under the Gersuk Agreement. Mr. Gersuk's employment may be terminated by the Company prior to March 31, 2002 for cause. In the event of a disability which prohibits Mr. Gersuk from performing his duties for a continuous period of three months, the Company may terminate the Gersuk Agreement, provided, however, that Mr. Gersuk will continue to receive his salary, reduced by any amounts paid under the Company's disability insurance policies. In the event that Mr. Gersuk's employment is terminated for a reason other than cause, or of a change in control of the Company pursuant to which Mr. Gersuk's responsibilities and/or location are changed in a manner which he finds unacceptable (a "Termination Event"), Mr. Gersuk will receive (i) his base salary for the remainder of the term of the Gersuk Agreement if the termination is within the first year, and (ii) if the termination is within the second year of the Gersuk Agreement, the Company shall pay Mr. Gersuk $230,000. Upon a change in control of the Company in which Mr. Gersuk is not offered employment in a position equivalent to his present position, Mr. Gersuk's unexpired and unvested options to purchase common stock of the Company shall be exercisable immediately as of the date of such change in control. In addition Mr. Gersuk would receive (i) his salary due for the remainder of the term of the Gersuk Agreement but in any event not less than one full year of salary regardless of the remaining number of months under the Gersuk Agreement and (ii) an additional payment that is equal to the average of the incentive compensation paid to Gersuk during the preceding two full contract employment years divided by twelve and multiplied by the months remaining in the term of the Gersuk Agreement.

     In October 1996, the Company loaned $200,000 to Mr. Gersuk in connection with the purchase of a home in the Capital District of New York (the "Loan"). The Loan bears interest at 5% per annum. Under the terms of the Loan, $50,000 was repaid upon the sale of Mr. Gersuk's previous residence and the remainder is due upon the earliest of (i) 90 days after termination of Mr. Gersuk's employment, for any reason, (ii) October 21, 2002 and (iii) the sale of certain property by Mr. Gersuk. Amounts outstanding under the Loan are offset by the net proceeds resulting from the sale of shares of Common Stock by Mr. Gersuk. The Loan was paid in full in June 2000.

     Mr. Cattini's annual salary is $158,000, and he is eligible to receive incentive compensation of up to $252,800 upon the achievement of certain company and individual objectives. Additionally, in October of 1999 Mr. Cattini was granted a stock option for 56,250 shares. In July 2000 Mr. Cattini was appointed President and Chief Operating Officer of the Company and on January 1, 2001, he was appointed President and Chief Executive Officer.

     Mr. Hickey's annual salary is $140,000 and he is eligible to receive bonuses of up to $223,448 upon the achievement of certain company and individual objectives. Additionally, in October of 1999 Mr. Hickey was granted a stock option for 56,250 shares. In July 2000 Mr. Hickey was appointed Executive Vice President - Worldwide Sales and Marketing.

     Mr. Moon's annual salary is $140,000 and he is eligible to receive bonuses of up to $63,000 upon the achievement of certain company and individual objectives. Additionally, in October 1999 Mr. Moon was granted a stock option for 22,500 shares.

     Based solely on its review of copies of reports filed by reporting persons of the Company pursuant to Section 16(a) of the Exchange Act ("Reporting Persons") or written representations from certain Reporting Persons that no Form 5 filing was required for such persons, the Company believes that during fiscal 2000 all filings required to be made by its Reporting Persons were timely made in accordance with the requirements of the Exchange Act, except that in November 2000, Mr. Gersuk filed a late Form 5 reporting one grant of options to purchase Common Stock.

     Messrs. Marvin, McNamee and Perakis each served as a member of the Compensation Committee during fiscal 2000. Mr. Marvin serves as the Co-Chairman of the Board of the Company and previously served at various times as the Chief Executive Officer and President of the Company. See "Election of Directors."

     The Company's executive compensation program is administered by the Compensation Committee. The Company's executive compensation program, consisting of base salaries, bonus awards and stock option grants, is designed to attract, retain and reward executives who are responsible for leading the Company in achieving its business objectives. The Compensation Committee establishes the compensation of the Chief Executive Officer. All decisions regarding the compensation of other executive officers were reviewed with the Compensation Committee and then by the full board.

     The Company's executive compensation philosophy is based on the belief that competitive compensation is essential to attract, motivate and retain highly qualified employees. The Company's policy is to provide total compensation that is competitive for comparable work and comparable corporate performance. The compensation program includes both motivational and retention-related compensation components. Bonuses are included to encourage effective performance relative to current plans and objectives. Stock options are included to help retain productive people and to more closely align their interests with those of stockholders.

     In executing its compensation policy, the Company seeks to relate compensation with the Company's financial performance and business objectives, reward high levels of individual performance and tie a significant portion of total executive compensation to the performance of the Company. While compensation survey data are useful guides for comparative purposes, the Company believes that a successful compensation program also requires the application of judgment and subjective determinations of individual performance, and the Compensation Committee applies judgment in reconciling the program's objectives with the realities of retaining valued employees.

     Annual compensation for the Company's executives consists of three principal elements -- base salary, cash bonus awards and stock options.

     In setting the annual cash compensation for Company executives, the Compensation Committee reviews compensation for comparable positions in a group of software companies selected by the Committee for comparison purposes. Software industry compensation surveys and outside compensation consulting firms are used as well. The Compensation Committee and the Board also compare the Company's pay practices with other software companies through review of survey and proxy data.

     Increases in annual base salary are based on a review and evaluation of the performance of the operation or activity for which the executive has responsibility, the impact of that operation or activity on the Company and the skills and experience required for the job, coupled with a comparison of these elements with similar elements for other executives both within and outside the Company.

     The cash bonus awards for each executive are tied to financial and other performance objectives and targets, fixed by the Board of Directors for the Chief Executive Officer, and by the Chief Executive Officer for the other executive officers. During fiscal 2000, bonus awards were based principally on the Company's achievement of its goals relating to earnings per share. In addition, the Chief Executive Officer set personal objectives for the other executive officers who receive cash bonuses and made a subjective determination of the extent to which such personal objectives were achieved by each executive during fiscal 2000.

     Total compensation at the executive level also includes long-term incentives afforded by stock options. The purpose of the Company's stock option program is to (i) reinforce the mutuality of long-term interests between employees and the stockholders and (ii) assist in the attraction and retention of executives, key managers and individual contributors who are essential to the Company's success.

     The Company's stock option program includes multi-year vesting periods to optimize the retention value of these options and to orient the Company's executives and managers to longer-term success. Generally, all stock options granted prior to July 1996 vest over a five-year period following the date of grant. In July 1996, the Board of Directors approved a change in the vesting period for all options to be granted under the 1993 Stock Incentive Plan from five years to vesting in equal annual installments over a four-year period following the date of grant. In October 2000, the Board of Directors approved a change in the vesting period for all options to be granted under the 1993 Stock Incentive Plan, from equal vesting over a four-year period following the date of grant to one-quarter vesting after one year from the date of grant and thereafter the options vest at the end of each succeeding month at the rate of 1/48 of the original number of options per month until fully vested after four years. Unvested options are immediately forfeited upon an employee leaving the Company. The size of the stock option awards is generally intended to reflect the significance of the recipient's current and anticipated contributions to the Company. Since the Company's initial public offering in February 1994, the exercise price of options granted by the Company has been 100% of the fair market value per share on the date of grant. A recipient's existing equity interest in the Company generally is taken into account when determining the size of an option grant. The Company also has an employee stock purchase plan, which is available to all of its full-time employees, including executives but exclusive of any employee who owns, or would own after purchase under this plan, 5% or more of the total combined voting power or value of the stock of the Company or of any subsidiary. Such plan generally permits employees to purchase shares at a discount of 15% from the lesser of the fair market value at the beginning or end of an offering period.

     In fiscal 2000, pursuant to the 1993 Stock Incentive Plan Mr. Cattini, the Company's President and Chief Operating Officer, received an option to purchase 56,250 shares of Common Stock at an exercise price of $8.31 per share; Mr. Gersuk, the Company's Executive Vice President and Chief Financial Officer, received an option to purchase 52,500 shares of Common Stock at an exercise price of $15.25 per share; Mr. Hickey, the Company's Executive Vice President-Worldwide Sales and Marketing, received an option to purchase 56,250 shares of Common Stock at an exercise price of $8.31 per share; and Mr. Moon, the Company's Group Vice President of R&D and Chief Technology Officer, received an option to purchase 22,500 shares of Common Stock at an exercise price of $8.31 per share.

     Mr. Cavalier served as Chief Executive Officer of the Company during fiscal 2000. The Compensation Committee set Mr. Cavalier's base salary for fiscal 2000 at $275,000, which was considered to be a salary level competitive with that of comparable companies. Mr. Cavalier was also awarded a bonus of $275,000 for fiscal 2000 based upon the achievement of certain objectives. These objectives generally related to the Company achieving its targeted revenue and profit goals for the year, as well as meeting investors' expectations regarding earnings per share.

          The Compensation Committee periodically reviews the potential consequences of Section 162(m) of the Internal Revenue Code (the "Code") and may structure the performance-based portion of its executive compensation to comply with certain exemptions to Section 162(m). However, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that do not comply with the exemptions to Section 162(m) when the Compensation Committee believes such payments are appropriate and in the best interests of the stockholders, after taking into account changing business conditions or the officer's performance.

     The following graph compares the cumulative total stockholder return on the Company's Common Stock with the cumulative return of (i) the CRSP Total Return Index for the Nasdaq National Market (U.S. & Foreign Companies) (the "CRSP Nasdaq Index") and (ii) the CRSP Nasdaq Total Return Industry Index for Nasdaq Computer & Data Processing Service Stocks (the "CRSP Computer & Data Index"). This graph assumes the investment of $100 on September 30, 1995 in the Company's Common Stock, the CRSP Nasdaq Index and the CRSP Computer & Data Index and assumes dividends are reinvested. Measurement points are September 30, 1995, September 30, 1996, September 30, 1997, September 30, 1998, September 30, 1999 and September 30, 2000.

     The Board of Directors believes that the continued growth and profitability of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting and retaining key personnel. As of October 31, 2000, 526,801 shares were available for future Awards (as defined below) under the Company's 1993 Stock Incentive Plan (as amended, the "1993 Plan"). Accordingly, on November 1, 2000, the Board of Directors adopted, subject to stockholder approval, an amendment to the 1993 Plan that increased from 4,331,250 to 4,781,250 the number of shares of Common Stock available for issuance under the 1993 Plan (subject to a proportionate adjustment for certain changes in the Company's capitalization, such as a stock split).

     The Board of Directors recommends a vote "FOR" the approval of the amendment to the 1993 Plan.

     The following is a brief summary of the provisions of the 1993 Plan. This summary is qualified in all respects by reference to the full text of the 1993 Plan.

     The 1993 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, performance shares and awards of restricted stock and unrestricted stock ("Awards"). Currently, an aggregate of 4,331,250 shares of Common Stock may be issued pursuant to the 1993 Plan. As of October 31, 2000, options to purchase 2,619,936 shares of the Company's Common Stock were outstanding under the 1993 Plan, options to purchase 1,184,513 shares had been exercised and 526,801 shares were available for grant under the Plan. The 1993 Plan provides that the maximum number of shares of Common Stock with respect to which options may be granted to any employee may not exceed 200,000 during any calendar year. No Award may be made under the 1993 Plan after November 23, 2003, but Awards previously granted may extend beyond that date. The 1993 Plan contains provisions relating to the disposition of Awards in the event of certain mergers, acquisitions and other extraordinary corporate transactions involving the Company. In the event of such corporate transactions, the board of directors of the Company or of an acquiring company, may, at its discretion, take any one or more of the following actions: (i) provide that all outstanding awards shall be assumed or substantially equivalent awards of the acquiring company substituted; (ii) upon written notice, provide that all unexercised awards will terminate unless exercised; (iii) provide for cash payment to participants in exchange for the termination of awards; and (iv) provide that outstanding awards shall become exercisable prior to the effective date of the acquisition.

     The 1993 Plan is administered by the Board of Directors of the Company and the Compensation Committee of the Board of Directors. The Board has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 1993 Plan, to interpret the provisions of the 1993 Plan and to terminate the 1993 Plan. The Board also has the authority to grant Awards under the 1993 Plan and to accelerate, waive or amend certain provisions of outstanding Awards. Pursuant to the terms of the 1993 Plan, the Board has appointed the Compensation Committee to administer certain aspects of the 1993 Plan, and the Compensation Committee has appointed a subcommittee to authorize the grant of options to Reporting Persons and other members of the executive team. No amendment to the 1993 Plan may be made without shareholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement, including any requirements for compliance with Rule 16b-3 of the Exchange Act ("Rule 16b-3").

     Incentive Stock Options and Nonstatutory Options.     Optionees receive the right to purchase a specified number of shares of Common Stock at an option price and subject to such terms and conditions as are specified at the time of the grant. Incentive stock options and options that the Board of Directors or Compensation Committee intend to qualify as performance-based compensation under Section 162(m) of the Code may not be granted at an exercise price less than the fair market value of the Common Stock on the date of grant (or less than 110% of the fair market value in the case of incentive stock options granted to optionees holding 10% or more of the voting stock of the Company). All other options may be granted at an exercise price that may be less than, equal to or greater than the fair market value of the Common Stock on the date of grant.

     Stock Appreciation Rights and Performance Shares.     A stock appreciation right is the right to receive any excess in value of shares of Common Stock over the exercise price awarded to a participant. A performance share award entitles the recipient to acquire shares of Common Stock upon the attainment of specified performance goals.

     Restricted and Unrestricted Stock.     Restricted stock awards entitle recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their purchase price from the recipient in the event that the conditions specified in the applicable stock award are not satisfied prior to the end of the applicable restriction period established for such award. The Company may also grant (or sell at a purchase price not less than 85% of the fair market value on the date of such sale) to participants shares of Common Stock free of any restrictions under the 1993 Plan.

     All of the employees, officers, directors, consultants and advisors of the Company and its subsidiaries who are expected to contribute to the Company's future growth and success, other than persons who have irrevocably elected not to be eligible, are eligible to participate in the 1993 Plan. Incentive stock options, however, may only be granted to persons eligible to receive incentive stock options under the Code. As of October 31, 2000, approximately 557 employees, including officers of the Company, were eligible to receive Awards under the 1993 Plan. As of January 2, 2001, the market value of the Company's Common Stock was $40.50 per share.

     The granting of Awards under the 1993 Plan is discretionary, and the Company cannot now determine the number or type of Awards to be granted in the future to any particular person or group. Since the adoption of the 1993 Stock Incentive Plan, the following persons and groups received options to purchase the number of shares listed: Mr. Cavalier, the Company's Co-Chairman - 675,000 shares; Mr. Gersuk, the Company's Executive Vice President, Treasurer and Chief Financial Officer - 277,500 shares; Mr. Cattini, the Company's President and Chief Executive Officer - 163,125 shares; Mr. Hickey, the Company's Executive Vice President - Worldwide Sales and Marketing - 136,125; and Mr. Moon, the Company's Vice President, Engineering - 112,500 shares; Mr. Perakis, a director of the Company - 3,750 shares; Mr. Marvin, the Company's Co-Chairman - 56,250 shares; all current executive officers as a group - 1,420,500 shares. No other nominee for director, and no associate of any of such directors, executive officers or nominees, has received any options under the 1993 Stock Incentive Plan. No person other than Mr. Cavalier and Mr. Gersuk has received options to purchase greater than 5% of the shares issued under this plan. Current employees of the Company, including executive officers, have received options to purchase an aggregate of 3,801,598 shares under this plan.

Federal Income Tax Consequences

     The following is a summary of the United States federal Income tax consequences that generally will arise with respect to Awards granted under the 1993 Plan and with respect to the sale of Common Stock acquired under the 1993 Plan.

      Incentive Stock Options. In general, a participant will not recognize taxable income upon the grant or exercise of an incentive stock option. Instead, a participant will recognize taxable income with respect to an incentive stock option only upon the sale of Common Stock acquired through the exercise of the option ("ISO Stock"). The exercise of an incentive stock option, however, may subject the participant to the alternative minimum tax.

     Generally, the tax consequences of selling ISO Stock will vary with the length of time that the participant has owned the ISO Stock at the time it is sold. If the participant sells ISO Stock after having owned it for at least two years from the date the option was granted (the "Grant Date") and one year from the date the option was exercised (the "Exercise Date"), then the participant will recognize long-term capital gain in an amount equal to the excess of the sale price of the ISO Stock over the exercise price.

     If the participant sells ISO Stock for more than the exercise price prior to having owned it for at least two years from the Grant Date and one year from the Exercise Date (a "Disqualifying Disposition"), then all or a portion of the gain recognized by the participant will be ordinary compensation income and the remaining gain, if any, will be a capital gain. This capital gain will be a long-term capital gain if the participant has held the ISO Stock for more than one year prior to the date of sale.

     If a participant sells ISO Stock for less than the exercise price, then the participant will recognize capital loss in an amount equal to the difference between the exercise price and the sale price of the ISO Stock. This capital loss will be a long-term capital loss if the participant has held the ISO Stock for more than one year prior to the date of sale.

     Nonstatutory Stock Options. As in the case of an incentive stock option, a participant will not recognize taxable income upon the grant of a nonstatutory stock option. Unlike the case of an incentive stock option, however, a participant who exercises a nonstatutory stock option generally will recognize ordinary compensation income in an amount equal to the difference between the fair market value of the Common Stock acquired through the exercise of the option ("NSO Stock") on the Exercise Date and the exercise price.

     With respect to any NSO Stock, a participant will have a tax basis equal to the exercise price plus any income recognized upon the exercise of the option. Upon selling NSO Stock, a participant generally will recognize capital gain or loss in an amount equal to the difference between the sale price of the NSO Stock and the participant's tax basis in the NSO Stock. This capital gain or loss will be a long-term gain or loss if the participant has held the NSO Stock for more than one year prior to the date of the sale.

     Stock Appreciation Rights. A participant will not recognize taxable income upon the grant of a stock appreciation right under the 1993 Plan. Instead, a participant generally will recognize as ordinary compensation income any cash delivered and the fair market value of any Common Stock delivered in payment of an amount due under a stock appreciation right.

     Upon selling any Common Stock received by a participant in payment of an amount due under a stock appreciation right, the participant generally will recognize a capital gain or loss in an amount equal to the difference between the sale price of the Common Stock and the participant's tax basis in the Common Stock. This capital gain or loss will be a long-term gain or loss if the participant has held the Common Stock for more than one year prior to the date of the sale.

     Performance Shares. A participant will not recognize taxable income upon the grant of a performance share Award under the 1993 Plan. Instead, a participant generally will recognize as ordinary compensation income the fair market value of any Common Stock delivered in accordance with the terms of the performance share Award.

     Upon selling any Common Stock received by a participant under the terms of a performance share Award, the participant generally will recognize a capital gain or loss in an amount equal to the difference between the sale price of the Common Stock and the participant's tax basis in the Common Stock. This capital gain or loss will be a long-term gain or loss if the participant has held the Common Stock for more than one year prior to the date of the sale.

     Restricted Stock. A participant will not recognize taxable income upon the grant of a restricted stock Award, unless the participant makes an election under Section 83(b) of the Code (a "Section 83(b) Election"). If the participant makes a Section 83(b) Election within 30 days of the date of the grant, then the participant will recognize ordinary compensation income, for the year in which the Award is granted, in an amount equal to the difference between the fair market value of the Common Stock at the time the Award is granted and the purchase price paid for the Common Stock. If a Section 83(b) Election is not made, then the participant will recognize ordinary compensation income, at the time that the forfeiture provisions or restrictions on transfer lapse, in an amount equal to the difference between the fair market value of the Common Stock at the time of such lapse and the original purchase price paid for the Common Stock. The participant will have a tax basis in the Common Stock acquired equal to the sum of the price paid and the amount of ordinary compensation income recognized.

     Upon the disposition of the Common Stock acquired pursuant to a restricted stock Award, the participant will recognize a capital gain or loss equal to the difference between the sale price of the Common Stock and the participant's tax basis in the Common Stock. The gain or loss will be a long-term gain or loss if the shares are held for more than one year. For this purpose, the holding period shall begin just after the date on which the forfeiture provisions or restrictions lapse if a Section 83(b) Election is not made, or just after the Award is granted if a Section 83(b) Election is made.

     Tax Consequences to the Company. The grant of an Award under the 1993 Plan will have no tax consequences to the Company. Moreover, in general, neither the exercise of an incentive stock option nor the sale of any Common Stock acquired under the 1993 Plan will have any tax consequences to the Company. The Company generally will be entitled to a business-expense deduction, however, with respect to any ordinary compensation income recognized by a participant under the 1993 Plan, including as a result of the exercise of a nonstatutory stock option, a Disqualifying Disposition, or a Section 83(b) Election. Any such deduction will be subject to the limitations of Section 162(m) of the Code.

PROPOSAL NO. 3 - APPROVAL OF AMENDMENT TO 1993 DIRECTOR STOCK OPTION PLAN

     The Board of Directors believes that the continued growth and profitability of the Company depends upon the ability of the Company to attract and retain highly qualified non-employee directors. The Company's 1993 Director Stock Option Plan (as amended, the "Director Option Plan") authorizes an annual option grant to purchase 11,250 shares of Common Stock at an option exercise price equal to the fair market value of the Common Stock on the date of grant. On November 1, 2000, the Board of Directors adopted, subject to stockholder approval, an amendment to the Director Option Plan that increased from 247,500 to 347,500 the number of shares of Common Stock available for issuance under the Director Option Plan (subject to proportionate adjustment for certain changes in the Company's capitalization, such as a stock split).

     The Board of Directors recommends a vote "FOR" the approval of the amendment to the Director Option Plan.

     The following is a brief summary of the provisions of the Director Option Plan. This summary is qualified in all respects by reference to the full text of the Director Option Plan.

     Each director who is not also an employee of the Company or any subsidiary of the Company receives on the date of each annual meeting of stockholders a nonstatutory option to purchase 11,250 shares of Common Stock of the Company at its then fair market value. Each option vests nine years and nine months after the date of grant, provided, however, that such option becomes exercisable one year after the date of grant if the director has during that year attended at least 75% of the aggregate of the number of meetings of the Board of Directors and the number of meetings held by all committees on which the director then served. In May 2000 the Board of Directors amended the Director Option Plan such that it may grant options under the Plan to eligible directors on such other terms and conditions as the Board may determine. The amendment to the Director Option Plan submitted to the stockholders for approval will increase the number of shares reserved for issuance under the Director Option Plan from 247,500 to 347,500 shares of Common Stock. As of October 31, 2000, options to purchase 137,291 shares of the Company's Common Stock were outstanding under the Director Option Plan, options to purchase 44,591 shares had been exercised and 65,618 shares were available for grant under the Plan.

     In the event an optionee ceases to serve as a director, each option granted under the Director Option Plan may be exercised by the optionee at any time within 12 months after the date of cessation of service to the extent such option was exercisable at the time of such cessation of service. Notwithstanding the foregoing, no option is exercisable after the expiration of ten years from the date of grant. Unless otherwise provided in the option agreement, an option granted under the Director Option Plan is nontransferable otherwise than by the laws of descent and distribution and may be exercised during the lifetime of the optionee only by such optionee. The Director Option Plan contains provisions relating to the disposition of options in the event of certain mergers, acquisitions and other extraordinary corporate transactions involving the Company. In the event that the Company is merged or consolidated into or with another corporation (in which consolidation or merger the stockholders of the Company receive distributions of cash or securities of another issuer as a result thereof), or in the event that all or substantially all of the assets of the Company are acquired by any other person or entity, or in the event of a reorganization or liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, shall, as to outstanding options, either (i) provide that such options shall be assumed, or equivalent options shall be substituted, by the acquiring or successor corporation (or an affiliate thereof), or (ii) upon written notice to the optionees, provide that all unexercised options will terminate immediately prior to the consummation of such merger, consolidation, acquisition, reorganization or liquidations unless exercised by the optionee within a specified number of days following the date of such notice.

     The Director Option Plan is administered by the Company's Board of Directors. The Board of Directors may, at any time, modify, terminate, or amend the Plan in any respect, except that if at any time the approval of the stockholders of the Company is required as to such modification or amendment under any applicable tax or regulatory requirement, such approval must be obtained.

     The following table sets forth the benefits that will be received in fiscal 2001 by the Named Executive Officers, individually and as a group, by non-executive directors as a group and by non-executive officer employees as a group under the Director Option Plan.

_______________________

     Since the adoption of the Director Option Plan, Mr. McNamee has received options to purchase an aggregate of 59,441 shares, Mr. Perakis has received options to purchase an aggregate of 55,350 shares, Ms. Tran has received options to purchase 11,250 shares and Ms. Kahn has received options to purchase 11,250 shares. No other current director, nominee for director or executive officer or any associate of any of the foregoing have received options under the Director Option Plan. Mr. Bardos, also a non-employee director nominated for re-election, has unconditionally waived his right to participate in the Director Option Plan.

     The following is a summary of the United States federal income tax consequences that generally will arise with respect to options granted under the Director Option Plan and to the sale of Common Stock acquired under the Director Option Plan.

     Tax Consequences to Participants. A participant will not recognize taxable income upon the grant of an option under the Director Option Plan. However, a participant who exercises a stock option generally will recognize ordinary compensation income in an amount equal to the excess of the fair market value of the Common Stock acquired through the exercise of the option ("Option Stock") on the Exercise Date over the exercise price.

     With respect to any Option Stock, a participant will have a tax basis equal to the exercise price plus any income recognized upon the exercise of the option. Upon selling Option Stock, a participant generally will recognize capital gain or loss in an amount equal to the difference between the sale price of the Option Stock and the participant's tax basis in the Option Stock. This capital gain or loss will be a long-term gain or loss if the participant has held the Option Stock for more than one year prior to the date of the sale, and will be a short-term capital gain or loss if the participant has held the Option Stock for a shorter period.

     Tax Consequences to the Company. The grant of an option under the Director Stock Option Plan will have no tax consequences to the Company. The Company generally will be entitled to a business-expense deduction with respect to any ordinary compensation income recognized by a participant upon the exercise of an option under the Director Option Plan.

     The Board of Directors has determined it is advisable and in the best interests of the stockholders of the Company to amend the Corporation's Certificate of Incorporation by increasing the total number of shares of Common Stock the Company is authorized to issue. Accordingly, on November 1, 2000, the Board of Directors adopted, subject to stockholder approval, an amendment to the Certificate of Incorporation that increased from 25,000,000 to 50,000,000 the number of shares of Common Stock the Company is authorized to issue.

     If approved by the stockholders, this amendment will become effective upon the filing of a Certificate of Amendment to the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware, which would be expected to occur as soon as practicable following the Annual Meeting.

     The Company's Certificate of Incorporation currently authorizes the issuance of up to 25,000,000 shares of Common Stock. As of January 2, 2001, there were 14,451,170 shares of Common Stock outstanding and 5,591,250 shares of Common Stock reserved for issuance under the Company's stock plans. The proposed amendments to the Company's 1993 Plan and Director Option Plan, if approved by the stockholders at the Annual Meeting, will increase the number of shares of Common Stock reserved for issuance under the Company's stock plans to 6,141,250, which will decrease the number of additional shares available for issuance under the Certificate of Incorporation. In addition, since January 10, 2000 the Company has issued 7,633,353 shares as a result of stock splits in the form of stock dividends. These stock splits have significantly decreased the reserves of authorized shares of Common Stock.

     If the proposed amendment to the Company's Certificate of Incorporation is approved, the additional authorized shares would be available for issuance in the future for corporate purposes, including without limitation, financings, acquisitions, stock splits, stock dividends and management incentive and employee benefit plans, as the Board may deem advisable, without the necessity of further stockholder action. The issuance of additional shares of Common Stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, would have the effect of diluting the Company's current stockholders and could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of the Company. Other than in connection with its stock plans, including the proposed amendments thereto, the Company has not presently allocated for issuance of any additional shares of Common Stock. The Company is not aware of any attempts on the part of a third party to effect a change in control of the Company, and the Company has proposed this amendment for the corporate purposes stated above and not for any possible anti-takeover effects it may have.

     The Board of Directors recommends a vote "FOR" the approval of the amendment to the Certificate of Incorporation.

     The Board of Directors, at the recommendation of the Audit Committee, has selected the firm of PricewaterhouseCoopers LLP as the Company's independent accountants for the current fiscal year. PricewaterhouseCoopers LLP (previously Coopers & Lybrand L.L.P.) has served as the Company's independent accountants since inception. Although stockholder approval of the Board of Directors' selection of PricewaterhouseCoopers LLP is not required by law, the Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, the Board of Directors will reconsider its selection of PricewaterhouseCoopers LLP. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.

     The Board of Directors recommends a vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountants.

     Proposals of stockholders made in accordance with Rule 14a-8 of the Exchange Act and intended to be presented at the 2002 Annual Meeting of Stockholders must be received by the Company at its principal office in Troy, New York no later than September 27, 2001 for inclusion in the proxy statement for that meeting. In addition, the Company's By-laws require that the Company be given advance notice of stockholder nominations for election to the Company's Board of Directors and of other matters which stockholders wish to present for action at an annual meeting of stockholders (other than matters included in the Company's proxy statement in accordance with Rule 14a-8). The required notice must be made in writing, include the information required by the By-Laws, be delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Company at the principal offices of the Company, and be received not less than 60 days nor more than 90 days prior to the 2002 Annual Meeting; provided, however, that if less than 70 days notice or prior public disclosure of the date of the meeting is given to stockholders, such nomination or other proposal shall have been mailed or delivered to the Secretary not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or such public disclosure made, whichever occurs first. While the Company has not yet set the date of the 2002 Annual Meeting, assuming it was held on February 27, 2002 (the same day as this year's meeting), notice of a stockholder proposal or director nomination would need to be made no earlier than November 27, 2001 and no later than December 27, 2001. Any stockholder proposal must also comply with the other applicable provisions of the Company's Certificate of Incorporation and By-laws and the Exchange Act. No stockholder proposal is required to be considered unless it is presented in accordance with the foregoing requirements.

     The Board of Directors does not know of any other matters which may come before the Annual Meeting. However, if any other matters are properly presented to the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters. All costs of solicitation of proxies will be borne by the Company. In addition to solicitations by mail, the Company's directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail, telecopy and personal interviews, and the Company reserves the right to retain outside agencies for the purpose of soliciting proxies. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and, as required by law, the Company will reimburse them for their out-of-pocket expenses in this regard.

January 18, 2001

     The primary purpose of the Audit Committee (the "Committee") is to assist the Board of Directors (the "Board") in fulfilling its responsibility to oversee management's conduct of the Company's financial reporting process, including by overviewing the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof, the Company's systems of internal accounting and financial controls, and the annual independent audit of the Company's financial statements.

     In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts for this purpose. The Board and the Committee are in place to represent the Company's shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual basis.

     The Committee shall be comprised of not less than three members of the Board, and the Committee's composition will meet the requirements of the Audit Committee Policy of the NASD.

Accordingly, all of the members will be directors:

     The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.

2970-PS-01

APPENDIX B