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                           CVD EQUIPMENT CORPORATION

                              1881 Lakeland Avenue
                          Ronkonkoma, New York   11779

                _______________________________________________
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD JULY 29, 2002
                _______________________________________________


  I am pleased to invite you to attend the 2002 Annual Meeting of shareholders
  of CVD Equipment Corporation which will be held at 10:00AM, Eastern Daylight
  Savings Time, on Monday, July 29, 2002. The meeting will be held at CVD
  Equipment Corporation headquarters located at 1881 Lakeland Avenue,
  Ronkonkoma, NY 11779 for the following purposes:

       1. To elect four (4) directors for a term of one (1) year.

       2. To approve Albrecht, Viggiano, Zurek & Co. as our independent public
       accountant and auditor.

       3. To transact such other business as may properly come before the
       meeting.

  We hope that you will participate in the annual meeting either by attending
  and voting in person or voting by proxy.

  Only shareholders of record at the close of business on May 31, 2002 will be
  entitled to vote at the meeting and at all adjournments thereof.

  A copy of the Company's 2001 Annual Report, which includes audited financial
  statements, was mailed with this notice and proxy statement to all
  shareholders of record on the Record Date.

  Please sign, date and return your proxy promptly in the envelope provided.
  No postage is necessary if mailed within the United States.  Giving your
  proxy will not affect your right to vote in person if you attend the
  meeting.

                                          By Order of the Board of Directors


                                          Sharon Canese
                                          Corporate Secretary

  Ronkonkoma, New York
  June 3, 2002

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  CVD EQUIPMENT CORPORATION
  1881 Lakeland Avenue
  Ronkonkoma, New York 11779


                                PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS

  To be held July 29, 2002

  Solicitation

  This Proxy Statement is furnished in connection with the solicitation of
  proxies by the Board of Directors of CVD Equipment Corporation (the
  "Company") for the annual meeting of shareholders to be held at the CVD
  Equipment Corporation Headquarters, 1881 Lakeland Avenue, Ronkonkoma, NY
  11779 at 10:00 AM, Eastern Daylight Savings Time, and any adjournments
  thereof, for the purposes set forth in the accompanying Notice of Annual
  Meeting of Shareholders.  Shares represented by properly executed proxies
  will be voted at the meeting, but a proxy may be revoked at any time prior
  to its exercise by written notice filed with the Secretary of the Company or
  the acting secretary of the meeting or by oral notice to the presiding
  officer during the meeting.

  In addition to use of the mails, proxies may be solicited in person or by
  telephone or telegram by directors, officers and regular employees of the
  Company. All expenses of soliciting proxies will be paid by the Company.
  Upon request, the Company will reimburse brokers, dealers, banks, and voting
  trustees, or their nominees, for reasonable expenses incurred in forwarding
  copies of the proxy material and annual report to the beneficial owners of
  shares which such persons hold of record.  The Company may also request
  other holders of record to forward copies to the beneficial owners, and
  reimburse them for reasonable forwarding expenses.

  Voting Securities

  Holders of Record of CVD Equipment Corporation Common Stock at the close of
  business on May 31, 2002, the record date fixed by the Board of Directors,
  are entitled to vote at the meeting.  On May 31, 2002, the Company had
  3,032,325 shares of Common Stock outstanding.  Each holder of Common Stock
  is entitled to one vote in person or by proxy for each such share of Common
  Stock registered in his name on the above date.  A number of the outstanding
  shares entitling the holders thereof to a majority of the votes of all the
  shares of the outstanding stock of the Company constitute a quorum.

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  Voting

       (a)  Election of Directors - Directors shall be elected by a majority
            of the votes cast at the Annual Shareholders Meeting by the
            holders of shares entitled to vote in the election.

       (b)  Approval of Albrecht, Viggiano, Zurek & Co. as independent public
            accountant and auditor, approval by a majority of the votes cast
            at the Annual Shareholders Meeting by the holders of shares
            entitled to vote in the election.

       (c)  All other matters voted upon at the Annual Shareholders Meeting
            shall be authorized by a majority of the votes cast at the Annual
            Shareholders Meeting by the holders of shares entitled to vote
            thereon.


  Principal Stockholders

  The following table sets forth as of March 1, 2002 information concerning
  the beneficial ownership of the voting stock of the Company by (i) each
  person who is known by the Company to beneficially own more than 5% of such
  securities, (ii) each director or nominee who owns any shares of the Common
  Stock, (iii) all directors and officers as a group:
  
  
                                          Amount and     Percentage
   Title                                  Nature of      of Class
    of          Name and Address of       Beneficial     Outstanding
   Class         Beneficial Owner         Ownership      as of 3/1/2002
  --------    -----------------------    -------------   --------------
                                                

  Common      Leonard A. Rosenbaum       1,300,450 (1)   42.9%
  Stock       1881 Lakeland Avenue
              Ronkonkoma, NY 11779

  Common      Martin J. Teitelbaum          26,000 (2)    *
  Stock       329 Middle Country Road
              Smithtown, NY 11787

  Common      Alan H. Temple, Jr.          194,000 (3)    6.4%
  Stock       10 Harrison Circle
              Pittsford, NY 14534

  Common      Mitchell Drucker              23,900 (1)    *
  Stock       42 Blackmore Lane
              East Islip, NY 11730

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              All Directors and          1,544,350       51.4%
              Officers as a group
              (four persons)
  <FN>
  * Less than .1%

  (1)  Except as noted, all shares are  beneficially owned, and  the sole
       voting and investment power is held by the persons named.
  (2)  Includes 2000 shares held by Mr. Teitelbaum's wife and beneficial
       ownership thereof is disclaimed by Mr. Teitelbaum.
  (3)  Includes an  aggregate of  21,000  shares  held  by Mr. Temple's wife,
       as  to which he disclaims beneficial interest.
  

  Election of Directors

  At the meeting, four directors are to be elected to hold office until their
  successors shall be elected and qualified.  Unless otherwise directed, the
  shares of voting securities represented by proxies in the enclosed form will
  be voted by the named proxies for the election of the nominees indicated
  below.

  Should any nominee be unable to accept the office of director, it is
  intended that the persons named in the proxy will vote for the election of
  such other person for the office of director, in the place of such nominee,
  as management may recommend.  Management is not aware that any nominee, if
  elected, will be unwilling to serve.

  
  
  The following table sets forth certain information regarding the nominees.
  Name of Director               Age       Director Since
  ----------------------------   -------   -------------
                                     

  Leonard A. Rosenbaum           56        1982

  Alan H. Temple, Jr.            68        1986

  Martin J. Teitelbaum           52        1985

  Conrad Gunther                 55        2000
  

  Principal Occupation of Nominees for the Past Five Years

  Leonard A. Rosenbaum founded the Company in October, 1982 and has been
  President and Chief Executive Officer and a director since that date.  Mr.
  Rosenbaum has over thirty (30) years of expertise in the research, design,
  and manufacturing of semiconductor  processing equipment.

  Alan H. Temple, Jr. has been President, since 1977, of Harrison Homes, Inc.
  Pittsford, NY, a building and consulting firm.

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  Martin J. Teitelbaum was a partner in the law firm of Guberman and
  Teitelbaum, Smithtown, New York from February 1977 through December 1987.
  From January 1988 to date, Mr. Teitelbaum has been principal attorney for
  the Law Offices of Martin J. Teitelbaum.  Mr. Teitelbaum became a director
  of the Company in 1985.  From September 23, 1986 to December 31, 1986 he
  served as Corporate Secretary and served again as Corporate Secretary from
  August 1997 to February 1998.  From January 1, 1987 to August 1997 and since
  February 1998 he has served as the Assistant Secretary.  Mr. Teitelbaum
  serves as General Counsel to the Company.

  Conrad Gunther was elected to the Board of Directors at the Annual meeting
  in 2000. Mr. Gunther is president of C J Gunther & Associates. He is also
  the President of Electronic Vistas, Inc.(EVI). Mr. Gunther also held the
  position of EVP & COO of North Fork Bancorporation. In addition, Mr. Gunther
  previously held the position of EVP and Division Manager of European
  American Bancorp.

  See "Principal Shareholders" for information concerning beneficial ownership
  of the Company's voting securities by such persons.

  The Board of Directors met four times during 2000. The directors attended
  all of the meetings.

  For the year 2001, the Company had one audit committee of the Board of
  Directors.  For the year 2001, the Board of Directors appointed Leonard A.
  Rosenbaum, Conrad Gunther and Alan Temple to administrate the Stock Option
  Plan of 1989 and the Stock Option Plan of 2001.

  Remuneration

  The following table sets forth certain information as to each of the
  Company's most highly compensated executive officers whose cash compensation
  exceeded $100,000.

  
  
  Name of Individual
     Or Number                       Annual           Stock Options
  Persons in Group        Year    Compensation           Granted
  ----------------------  ------  ------------------  -------------
                                             

  Leonard A. Rosenbaum    2001    $   184,057            -0-
    President and Chief   2000    $   170,434         10,000*
    Executive Officer     1999    $   163,742            -0-
  <FN>
  *The stock options granted in 2000: vest 25% on April 1, 2001, 25% on April
  1, 2002, 25% on April 1, 2003 and 25% on April 1, 2004; and have an exercise
  price of $2.00, and expire 7 years from the date of grant.
  
  The Company owns life insurance on the life of Leonard A. Rosenbaum in the
  amount of $2,000,000.  The Company is the sole beneficiary of said policy.

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  In June 1989, the shareholders approved a non-qualified stock option plan
  covering key employees, officers and directors.  Options are awarded by the
  Board of Directors or by a committee appointed by the Board.

  Under the plan an aggregate of 700,000 shares of common stock, $.01 par
  value of the Company are reserved for issuance or transfer upon the exercise
  of options which are granted.  Unless otherwise provided in the Option
  Agreement, an option granted under the plan shall become exercisable in 25%
  installments commencing one year from the anniversary date of the grant. On
  June 4, 1999 an amendment to the plan was adopted by the Board of Directors,
  extending the plan for a period of 5 years and the plan expires on June 30,
  2004. The plan was amended to reflect I.R.S. code section 152(M) providing
  that the exercise price of the option will be set at the time of the
  granting the option at a price no lower than the closing price of the stock
  on the day of the granting of the option. The stock options generally expire
  between five and seven years after the date of grant.  The stock option plan
  shall terminate on June 30, 2004.

  In 1996 a total of 84,000 options were granted which did not vest until 1999
  at which time they vested 100%.  In 1998, 140,000 options were granted to
  employees other than executive officers or directors. The options vest at
  25% per year starting in 1999. In 1999 a total of 52,500 options were
  granted to employees other than executive officers or directors. The options
  vest at varying rates starting in 2000. In 2000 a total of 325,500 options
  were granted to employees, executive officers and directors. These options
  vest at varying rates. To date 82,250 options have been exercised under this
  plan. No options were granted in 2001.

  In July  2001, the shareholders approved a non-qualified stock option plan
  covering key employees, officers, directors and other key external players.
  Options are awarded by the Board of Directors or by a committee appointed by
  the Board.

  Under the plan an aggregate of 300,000 shares of common stock, $.01 par
  value of the Company are reserved for issuance or transfer upon the exercise
  of options which are granted.  Unless otherwise provided in the Option
  Agreement, an option granted under the plan shall become exercisable in 25%
  installments commencing one year from the anniversary date of the grant. No
  options were granted in 2001.

  Other than the non-qualified 1989 Stock Option Plan and the non-qualified
  2001 Stock Option Plan, the Company has no pension or profit sharing plan or
  other contingent forms of remuneration. The Company does have a 401K plan,
  however the company does not contribute to the plan. The plan is funded only
  by employee contributions.

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  Compensation of Directors

  Directors of the Company are not compensated for being on the Board of
  Directors. However, during the fiscal year ending December 31, 2000, 10,000
  non-qualified options were issued to Messrs. Rosenbaum, Temple, Teitelbaum,
  and Gunther. These options were issued to the directors on August 1, 2000 at
  a grant price of $2.00. The vesting of these options is at 25% for each of
  the next four years.

  Certain Relationships and Related Transactions

  During 2001, the Company incurred approximately $94,000. in legal fees to
  Martin J. Teitelbaum.  Mr. Teitelbaum, a director of the Company, is the
  principal attorney for the law offices of Martin J. Teitelbaum.

  Auditors

  Albrecht, Viggiano, Zureck & Co. has been selected as the Company's
  independent public accountants.  It is expected that a representative of
  Albrecht, Viggiano, Zureck & Co. will be present at the meeting.

  Audit Committee
  Members were Conrad Gunther (Chairman), Alan H. Temple Jr., Martin
  Teitelbaum. The company's common stock is listed on the American Stock
  Exchange and is governed by its listing standards. The members of the Audit
  Committee meet the independence standards of the American Stock Exchange.
  Information regarding the functions performed by the Committee and the
  number of meetings is set forth in the "Report of the Audit Committee". The
  Audit Committee is governed by a written charter approved by the Board of
  Directors.

  Other Matters

  The Annual Report of the Company for the fiscal year ended December 31,
  2001, is enclosed herewith.

  Any shareholder who wishes to present any proposal for shareholder action at
  the next Annual Meeting of Shareholders to be held in 2002, must submit such
  proposal and it must be received by the Company's Secretary, at the
  Company's offices, not later than March 3, 2003, in order to be included in
  the Company's proxy statement and form of proxy for that meeting. Such
  proposals should be addressed to the Corporate Secretary, CVD Equipment
  Corporation, 1860 Smithtown Avenue, Ronkonkoma, New York 11779. If a
  shareholder proposal is introduced at the 2003 Annual Meeting of
  Shareholders without any discussion of the proposal in the Company's proxy
  statement, and the shareholder does not

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  notify the Company on or before May 1, 2003, as required by SEC Rule 14(a)-
  4(c)(1), of the intent to raise such proposal at the Annual Meeting of
  Shareholders, then the proxies received by the Company for the 2003 Annual
  Meeting will be voted by the persons named in such proxies in their
  discretion with respect to such proposal.

  Management is not aware of any other matters which may be brought before the
  meeting.  If other matters not now known come before the meeting, or any
  adjournments thereof, the persons named in the accompanying form of proxy or
  their substitutes will vote such proxy in accordance with their best
  judgement.

  The Company is in the process of relocating to its new facilities at
  1860 Smithtown Ave, Ronkonkoma. This facility is located approximately 4
  blocks from the current offices. Should the new facilities be ready, we will
  hold the meeting at the new facilities. Should this be the case,
  transportation will be provided from the old facility to the new offices.






                                          Sharon Canese
                                          Corporate Secretary
                                          CVD Equipment Corporation
                                          Ronkonkoma, New York 11779
                                          June 3, 2002


  YOUR COOPERATION IN SIGNING AND RETURNING
  YOUR PROXY WILL BE GREATLY APPRECIATED