UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

RIMAGE CORPORATION
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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RIMAGE CORPORATION
7725 Washington Avenue South
Minneapolis, Minnesota 55439
(952) 944-8144

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2002

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TO THE SHAREHOLDERS OF
RIMAGE CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Rimage Corporation, a Minnesota corporation, will be held on Tuesday, May 21,
2002, at 3:30 p.m. (Minneapolis time), at the Minneapolis Marriott Southwest,
5801 Opus Parkway, Minnetonka, Minnesota, for the following purposes:

1. To elect seven directors of the Company for the coming year.

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

Only holders of record of Rimage Corporation's Common Stock at the
close of business on April 8, 2002, are entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof.

Each of you is invited to attend the Annual Meeting in person if
possible. Whether or not you plan to attend in person, please mark, date and
sign the enclosed proxy, and mail it promptly. A return envelope is enclosed for
your convenience.

By Order of the Board of Directors

Bernard P. Aldrich
President and Chief Executive Officer

April 20, 2002

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WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,
PLEASE SIGN THE PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

RIMAGE CORPORATION
7725 Washington Avenue South
Minneapolis, Minnesota 55439
(952) 944-8144

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PROXY STATEMENT

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SOLICITATION OF PROXIES

The accompanying Proxy is solicited on behalf of the Board of Directors
of Rimage Corporation (the "Company" or "Rimage") for use at the Annual Meeting
of Shareholders to be held on May 21, 2002, at 3:30 p.m. at the Minneapolis
Marriott Southwest, 5801 Opus Parkway, Minnetonka, Minnesota, and at any
adjournments thereof. The cost of solicitation, including the cost of preparing
and mailing the Notice of Annual Shareholders' Meeting and this Proxy Statement,
will be paid by the Company. Representatives of the Company may, without cost to
the Company, solicit proxies for the management of the Company by means of mail,
telephone or personal calls.

Shares of the Company's common stock, $.01 par value (the "Common
Stock"), represented by proxies in the form solicited, will be voted in the
manner directed by a shareholder. If no direction is made, the proxy will be
voted for the election of the nominees for director named in this Proxy
Statement, for approval of the other proposals contained in this Proxy Statement
and for any other matters properly brought before the meeting. Shares voted as a
"withhold vote for" one or more directors will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum at the meeting and as unvoted, although present and entitled to vote, for
purposes of the election of the directors with respect to which the shareholder
has abstained. If a broker submits a proxy that indicates the broker does not
have discretionary authority to vote certain shares, those shares will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the meeting, but will not be considered
as present and entitled to vote with respect to the matters voted on at the
meeting.

Proxies may be revoked at any time before being exercised by delivery
to the Secretary of the Company of a written notice of termination of the
proxies' authority or a duly executed proxy bearing a later date.

Only holders of record of Common Stock at the close of business on
April 8, 2002 will be entitled to receive notice of and to vote at the meeting.
On April 8, 2002, the Company had 8,653,799 shares of Common Stock outstanding.
Each outstanding share is entitled to one vote on all matters presented at the
meeting.

So far as the management of the Company is aware, no matters other than
those described in this Proxy Statement will be acted upon at the Annual
Meeting. In the event that any other matters properly come before the Annual
Meeting calling for a vote of shareholders, the persons named as proxies in the
enclosed form of proxy will vote in accordance with their best judgment on such
other matters.

A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, is being furnished to each shareholder with this Proxy
Statement. This Proxy Statement is being mailed to shareholders on or about
April 20, 2002.

PROPOSAL 1:
ELECTION OF DIRECTORS

Seven persons have been nominated for election at the annual meeting:
Bernard P. Aldrich, Ronald R. Fletcher, Thomas F. Madison, Richard F. McNamara,
Steven M. Quist, James L. Reissner, and David J. Suden. Each nominee is
currently a director of the Company. All nominees elected at the Annual Meeting
will serve until the next Annual Meeting or until their earlier death,
resignation, removal, or disqualification. The persons named in the accompanying
Proxy intend to vote the Proxies held by them in favor of the nominees named
below as directors, unless otherwise directed. The affirmative vote of a
majority of the voting shares represented at the meeting is required for the
election of each director. Should any nominee for director become unable to
serve as a director for any reason, the Proxies will be voted in accordance with
the best judgment of the persons named therein. The Board of Directors has no
reason to believe that any candidate will be unable to serve if elected.

The following information is furnished with respect to each nominee as
of April 8, 2002:

PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE BUSINESS EXPERIENCE FOR PAST FIVE YEARS SINCE
------------ --------------------------------------- -----

Bernard P. Aldrich Director, Chief Executive Officer and President 1996
Age 52 of Rimage since December 1996. President from
January 1995 to December 1996 of several
manufacturing companies controlled by Activar,
Inc., including Eiler Spring, Comfort Ride and
Bending Technologies. Director of Apogee
Enterprises, Inc.

Ronald R. Fletcher Owner and President of Aurora Service 1987
Age 61 Corporation, a savings and loan holding company,
since 1982; Chairman of the Company from
November 1992 to February 1998 and Chief
Executive Officer of the Company from September
1995 to November 1996.

Thomas F. Madison President and Chief Executive Officer of MLM 2001
Age 66 Partners, a consulting and small business
investment company since January 1993; Chairman
of Communications Holdings, Inc. from December
1996 to March 1999; Chairman of AetherWorks,
Inc. since August 1999; Vice Chairman and Chief
Executive Officer of Minnesota Mutual Life
Insurance Company from February 1994 to
September 1994. Director of Valmont Industries
Inc., Reliant Energy Minnegasco, ACI
Telecentrics, Digital River, Inc., Span Link
Communications, Lightning Rod Software, Inc. and
Delaware Group of Funds.

Richard F. McNamara Chairman of the Board of the Company since 1987
Age 69 February 1998; Owner of Activar, Inc., a company
that provides management services to
corporations related to Activar, for more than
five years; Owner of or partner in numerous
private companies. Director of Venturian
Corporation, Dunwoody Institute, University of
Minnesota Foundation, TCF Financial Corporation,
Magstar Technologies, Inc. and a regent at the
University of Minnesota.

Steven M. Quist President of Cyberoptics Corporation since 2000
Age 56 February 1998, Chief Executive Officer of
Cyberoptics Corporation since March 2000 and a
director of Cyberoptics Corporation since June
1991. President of Rosemount Inc., a subsidiary
of Emerson Electric Co., and an employee of
Rosemount from 1970 until 1998. Director of Data
I/O Corporation.

James L. Reissner President of Activar, Inc., since January 1996 1998
Age 62 and Chief Financial Officer of Activar from 1992
until becoming President. Acted in various

management and financial management capacities
during the past twenty years, including Managing
Director of the Minnesota Region of First Bank
Systems, Inc., until 1990. Director of Intek,
Inc., Winland, Inc. and Magstar Technologies,
Inc.

David J. Suden Chief Technology Officer of Rimage since 1995
Age 55 December 1996 and a director since September
1995; President of Rimage from October 1994
through November 1996; Vice
President-Development and Operations of Rimage
from February 1991 to October 1994.

The Company knows of no arrangements or understandings between a
director or nominee and any other person pursuant to which he has been selected
as a director or nominee. There is no family relationship between any of the
nominees, directors or executive officers of the Company.

BOARD COMMITTEES AND ACTIONS

During calendar year 2001, the Board of Directors met eight times. The
Board of Directors has a Compensation Committee and an Audit Committee. During
2001, the Compensation Committee met two times and the Audit Committee met four
times. The Compensation Committee reviews and makes recommendations to the Board
of Directors regarding salaries, compensation and benefits of executive officers
and senior management of the Company. The Compensation Committee also
administers the Company's 1992 Stock Option Plan. The current members of the
Compensation Committee are Messrs. Quist, Reissner and McNamara. The Audit
Committee reviews the internal and external financial reporting of the Company,
and reviews the scope of the independent audit. The members of the Audit
Committee are Messrs. Quist, Reissner and Madison. The Board of Directors does
not have a nominating committee. Each nominee for director attended at least 75%
of the meetings of the Board and committees on which he served during 2001.

Directors currently receive a fee of $2,500 for each meeting of the
Board of Directors which they attend.

At the 2001 Annual Meeting, the shareholders of the Company approved
the 2001 Stock Option Plan for Non-Employee Directors (the "Director Plan"). The
Director Plan reserved a total of 75,000 shares of Common Stock for issuance to
directors of the Company who are not also employees upon exercise of options
granted to them under the Director Plan. Each non-employee director of the
Company will receive an option to purchase 5,000 shares of Common Stock at each
annual meeting of shareholders at which such director is elected or reelected
beginning with the 2001 Annual Meeting. The exercise price of all options under
the Director Plan will be equal to the fair market value (the closing sale price
on the Nasdaq if so traded) of the Common Stock on the date of such annual
meeting. All options granted under the Director Plan will be fully exercisable
from the date of grant and will expire ten years from the date of grant. Options
under the Director Plan are not transferable and expire upon removal of the
director for gross or willful misconduct. Options remain exercisable for the
remainder of their initial term if a director otherwise resigns. All options
granted under the Director Plan are nonqualified stock options.

The Company paid consulting fees to James Reissner, a director of the
Company, for financial consulting services he provided to the Company. During
the year ended December 31, 2001, the Company paid Mr. Reissner $50,000 under
such arrangement.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF THE
COMMON STOCK REPRESENTED AT THE ANNUAL MEETING AND ENTITLED TO VOTE IS NECESSARY
FOR ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS DESCRIBED ABOVE. PROXIES
WILL BE VOTED IN FAVOR OF SUCH PROPOSAL UNLESS OTHERWISE INDICATED.

THE BOARD OF DIRECTORS RECOMMENDS
THAT THE SHAREHOLDERS VOTE FOR
THE ELECTION OF EACH NOMINEE

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

EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Current executive officers of the Company who are not also directors
include the following:

Kenneth J. Klinck, 55, started with the Company in June 1997 and has
been Vice President, Sales and Marketing of the Company since September 1997
until becoming Executive Vice President, Sales on January 1, 2002. For the
thirty-one years prior to joining the Company, Mr. Klinck was with Advance
Machine Company, as Vice President of International Operations since October
1992, and prior to that time as President of Advance Machine's European
Operations.

Robert M. Wolf, 33, started with the Company in September 1997 and has
been Treasurer of the Company since January 2000. From March 1995 until joining
the Company, Mr. Wolf was a CPA and audit manager with Deloitte & Touche LLP.
From December 1991 until March 1995, Mr. Wolf was a CPA with House, Nezerka &
Froelich PA.

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and noncash compensation for
each of the past three fiscal years earned by the Chief Executive Officer and by
the other executive officers of the Company whose salary and bonus earned for
2001 exceeded $100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
---------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------- --------------------- ----------------------
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND COMPEN- STOCK LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) AWARDS OPTIONS PAYOUTS SATION(2)
- ------------------------ -------- ---------- --------- ----------- ---------- --------- --------- -----------

Bernard P. Aldrich 2001 $220,712 $110,620 $17,500 -- 20,000 -- $5,250
- ------------------ 2000 206,000 140,620 12,500 -- 20,000 -- 5,250
Chief Executive Officer 1999 206,000 100,700 12,500 -- 15,000 -- 5,000
and President

David J. Suden 2001 200,712 110,604 15,000 -- 20,000 -- 5,250
- -------------- 2000 186,000 140,558 12,500 -- 20,000 -- 5,250
Chief Technology 1999 186,000 100,630 12,500 -- 15,000 -- 4,750
Officer

Kenneth J. Klinck 2001 177,825 35,573 -- -- 10,000 -- 5,250
- ----------------- 2000 189,533 45,592 -- -- 10,000 -- 5,250
Executive Vice President, 1999 165,020 35,574 -- -- 7,500 -- 3,773
Sales

Robert M. Wolf 2001 78,461 30,244 -- -- 10,000 -- 2,361
- -------------- 2000 70,942 30,221 -- -- 10,000 -- 2,128
Treasurer 1999 65,885 20,000 -- -- 3,750 -- 1,977

- ----------------------
(1) Represents directors' fees.
(2) Represents the Company's matching contributions under its 401(k) retirement
savings plan.

STOCK OPTIONS

The Company maintains a 1992 Stock Option Plan, as amended (the
"Plan"). The Company may grant incentive stock options or nonqualified stock
options to executive officers, directors and other employees and consultants of
the Company under the Plan. The following table sets forth information with
respect to options granted to the Named Executive Officers in 2001:

OPTION GRANTS IN 2001

POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM(1)
------------------------------------------
OPTIONS % OF TOTAL OPTIONS EXERCISE
GRANTED GRANTED TO PRICE PER EXPIRATION
NAME (#) EMPLOYEES IN 2001 ($/SH) DATE 5%($) 10%($)
- --------------------- --------- -------------------- ----------- ------------ ------------- -------------

Bernard P. Aldrich 20,000 9.8% 6.85 11/2/11 86,159 218,343
David J. Suden 20,000 9.8 6.85 11/2/11 86,159 218,343
Kenneth J. Klinck 10,000 4.9 6.85 11/2/11 43,079 109,171
Robert M. Wolf 10,000 4.9 6.85 11/2/11 43,079 109,171

- ----------------------
(1) These amounts represent the realizable value of the subject options ten
years from the date of grant (the term of each option), without discounting
to present value, assuming appreciation in the market value of the
Company's common stock from the market price on the date of grant at the
rates indicated. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock, and overall stock
market conditions. The amounts reflected in this table may not necessarily
be achieved.

The following table provides information with respect to stock options
held at December 31, 2001, by the Named Executive Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND YEAR-END OPTION VALUES

VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT YEAR-END(#) YEAR-END($)(2)
NAME EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------- ------------- ------------- --------------------------- ---------------------------

Bernard P. Aldrich 20,000 $169,533 223,126 19,999 $1,247,709 $16,933
David J. Suden 0 0 78,126 19,999 263,642 16,933
Kenneth J. Klinck 0 0 81,251 9,999 406,884 8,466
Robert M. Wolf 2,880 17,933 21,821 9,999 50,325 8,466

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(1) Represents the difference between the option exercise price and the closing
price of the Company's Common Stock as reported by Nasdaq on the date of
exercise.
(2) Based on the difference between the December 31, 2001 closing price of
$8.12 per share as reported on The Nasdaq Stock Market and the exercise
price of the options.

RETIREMENT SAVINGS PLAN

Rimage adopted a profit sharing and savings plan in 1991 under Section
401(k) of the Internal Revenue Code, which allows employees to contribute the
lesser of (i) up to 16% of their pre-tax income to the plan or (ii) $10,500. The
401(k) Plan includes a discretionary matching contribution by the Company. These
discretionary contributions totaled $167,715, $168,314 and $142,957 in 2001,
2000, and 1999, respectively.

CERTAIN TRANSACTIONS

Rimage leases approximately 43,000 square feet of office, manufacturing
and warehouse space from a corporation owned by Messrs. Fletcher and McNamara,
pursuant to a lease dated September 1998. The lease expires on September 30,
2003. Rent is approximately $444,000 per year, including a pro rata share of
operating costs. Management believes that the terms of this lease is no less
favorable to Rimage than would have been obtained from a nonaffiliated third
party for similar space.

REPORT OF THE COMPENSATION COMMITTEE

This is a report of the Compensation Committee of the Board of
Directors of the Company, which is comprised of Mr. Quist, Mr. Reissner and Mr.
McNamara, each of whom is a non-employee director. This report shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934 and shall not otherwise be deemed to
be filed under either such Act.

The Compensation Committee reviews and makes recommendations to the
Board of Directors regarding the salaries, compensation and benefits of
executive officers and senior management of the Company.

The Company's policy with respect to the compensation of executive
officers is based upon the following principles: (1) executive base compensation
levels should be established by comparison of job responsibility to similar
positions in comparable companies and be adequate to retain highly-qualified
personnel and (2) variable compensation should be established to provide
incentive to improve performance and shareholder value. In determining executive
officers' annual compensation, the Compensation Committee considers the overall
performance of the Company, as well as the particular executive officer's
position at the Company and the executive officer's performance on behalf of the
Company. Rather than applying a formulaic approach to determining annual
compensation, the Compensation Committee uses various surveys of executive
compensation for companies of a similar size in comparable industries as a basis
for determining competitive levels of cash compensation.

During 2001, salaries of executive officers, including the Company's
Chief Executive Officer, were set at levels that recognized increased salary
rates in the industry. The Company believes that such salaries approximate the
salaries of similarly situated individuals at comparable companies. Mr.
Aldrich's base salary was $220,712 in 2001 as compared to $206,000 in 2000. The
increase in base salary of $14,712 represents a cost of living adjustment.

Executive officers are also eligible for discretionary bonuses, which
the Board of Directors awards based upon the Company's overall performance and
the contribution to such performance made by the executive officers' areas of
responsibility. For 2001, the Compensation Committee established performance
goals upon which cash bonuses would be established. Based upon realization of
such goals, the Compensation Committee and the Board granted Mr. Aldrich a
$110,620 bonus for 2001. The Compensation Committee is establishing specific
performance goals for 2002 upon which cash bonuses will be established.

The Company provides long-term incentive to its executives, and ties a
portion of executive compensation to Company performance, through grants of
stock options under the Company's 1992 Stock Option Plan. During 2001, the
Company granted Mr. Aldrich an option to purchase 20,000 shares for his services
as a director. Although the grant provides Mr. Aldrich an additional incentive
to improve the performance of the Company and the performance of its common
stock in the market, because of his substantial option holdings, the Committee
did not believe that additional large grants were warranted in 2001.

The Compensation Committee believes that the objectives of the
Company's compensation policy in providing fixed compensation to management
adequate to avoid attrition and providing variable compensation in amounts and
forms that encourage generation of value for shareholders were achieved during
2001.

By: The Compensation Committee

Richard F. McNamara
Steven M. Quist
James L. Reissner

PERFORMANCE GRAPH

The Company's common stock is quoted on The Nasdaq National Market. The
following graph shows changes during the period from December 31, 1997, to
December 29, 2001, in the value of $100 invested in: (1) the Nasdaq National
Market Index (US); (2) Nasdaq Non-Financial Stocks Index and (3) the Company's
common stock. The values of each investment as of the dates indicated are based
on share prices plus any dividends paid in cash, with the dividends reinvested
on the date they were paid. The calculations exclude trading commissions and
taxes.

[PLOT POINTS CHART]

- ------------------------------- ------------ ------------ ------------ ------------ ------------
12/31/97 12/31/98 12/31/99 12/29/00 12/31/01
- ------------------------------- ------------ ------------ ------------ ------------ ------------

Nasdaq National Market Index $100.00 $141.00 $261.98 $157.57 $125.04
- ------------------------------- ------------ ------------ ------------ ------------ ------------
Nasdaq Non-Financial Stocks $100.00 $146.79 $287.73 $167.72 $128.18
- ------------------------------- ------------ ------------ ------------ ------------ ------------
Rimage Corporation $100.00 $278.60 $356.86 $288.63 $271.57
- ------------------------------- ------------ ------------ ------------ ------------ ------------

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 8, 2002, the number of
shares of Common Stock beneficially owned by (i) each person who is the
beneficial owner of more than five percent of the outstanding shares of the
Company's common stock, (ii) each executive officer of the Company named in the
Summary Compensation Table herein, (iii) each director, and (iv) all executive
officers and directors as a group.

Number of Shares Percent of
Name and Address of Beneficial Owner Beneficially Owned (1) Outstanding
------------------------------------ ---------------------- -----------

Richard F. McNamara (2)(3).............. 1,141,759 12.9%
7808 Creekridge Circle
Minneapolis, MN 55439

Kern Capital Management LLC (4)......... 1,292,100 14.9%
114 West 46th Street, Suite 1926
New York, NY 10036

Ronald R. Fletcher (3)(5)............... 380,932 4.3%

Bernard P. Aldrich (3)(6)(7)............ 493,452 5.5%

David J. Suden (3)(7)(8)................ 167,626 1.9%

James L. Reissner(3).................... 197,154 2.2%

Steven M. Quist(3)...................... 20,000 *

Thomas F. Madison(3).................... 5,000 *

Kenneth J. Klinck(7).................... 178,352 2.0%

Robert M. Wolf (7)...................... 29,501 *

All executive officers and
directors as a group (8 persons)........ 3,905,876 4.1%

- ----------------------
* Less than one percent
(1) Includes shares which could be purchased within 60 days upon the
exercise of the following stock options: Mr. Fletcher, 245,750
shares; Mr. McNamara, 157,084 shares; Mr. Aldrich, 223,126
shares; Mr. Suden, 78,126 shares; Mr. Reissner, 157,084; Mr.
Quist, 20,000 shares; Mr. Madison, 5,000; Mr. Klinck, 81,251; Mr.
Wolf, 21,821 shares and all directors and executive officers as a
group, 989,242 shares.
(2) Includes 117,250 shares held by a charitable foundation for which
Mr. McNamara serves as trustee and for which he disclaims
beneficial ownership; also includes 1,000 shares owned jointly
with spouse.
(3) Serves as a director of the Company and has been nominated for
re-election.
(4) Based on Amendment No. 2 to Schedule 13G filed February 14, 2002.
(5) Includes 2,500 shares held by a minor child.
(6) Includes 450 shares held as custodian for minor children.
(7) Serves as an executive officer of the Company.
(8) Includes 89,500 shares owned jointly with spouse.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under federal securities laws, the Company's directors and officers,
and any beneficial owner of more than 10% of a class of equity securities of the
Company, are required to report their ownership of the Company's equity
securities and any changes in such ownership to the Securities and Exchange
Commission (the "Commission") and the securities exchange on which the equity
securities are registered. Specific due dates for these reports have been
established by the Commission, and the Company is required to disclose in this
Proxy Statement any delinquent filing of such reports and any failure to file
such reports during the fiscal year ended December 31, 2001.

Based upon information provided by officers and directors of the
Company, the Company believes that all officers, directors and 10% shareholders
filed all reports on a timely basis in the 2001 fiscal year.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following report of the Audit Committee shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the 1934
Securities Exchange Act, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.

The Audit Committee of Rimage Corporation presently consists of three
directors: Steven Quist, James Reissner and Thomas Madison. Although Mr.
Reissner has been paid for consulting with the Company, the Board of Directors
does not believe his consulting interferes with his independence and has
concluded that all members of the Audit Committee are independent directors for
Nasdaq listing purposes.

REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS

The Audit Committee operates under a written charter adopted by the
Board of Directors on May 10, 2000. In accordance with such Charter, the Audit
Committee has reviewed and discussed the Company's audited financial statements
with management. The Audit Committee has discussed with KPMG LLP, the Company's
independent accountants, the matters required to be discussed by SAS No. 61
(Codification of Statements on Accounting Standards) which includes, among other
items, matters related to the conduct of the audit of the Company's financial
statements. The Audit Committee has also received written disclosures and the
letter from KPMG LLP required by Independence Standards Board Standard No. 1
(which relates to the accountant's independence from the Company and its related
entities) and has discussed with KPMG LLP their independence from the Company.

REVIEW WITH MANAGEMENT

Based on the review and discussions referred to above, the Audit
Committee recommended to the Company's Board that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.

BY: THE AUDIT COMMITTEE

Mr. Steven M. Quist
Mr. James L. Reissner
Mr. Thomas Madison

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The Company has selected KPMG LLP as its independent auditors for its
fiscal year ending December 31, 2002. Representatives of KPMG LLP, which has
served as the Company's independent auditors since 1989, are expected to be
present at the Annual Meeting, will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions
from shareholders.

AUDIT FEES

Fees billed or expected to be billed to the Company by KPMG LLP for the
audit of the Company's consolidated annual financial statements for the year
ended December 31, 2001 and for reviews of those consolidated financial
statements included in the Company's quarterly reports on Form 10-Q totaled
$111,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed or expected to be billed to the Company by
KPMG LLP for services provided during the Company's 2001 fiscal year for
Financial Information Systems Design and Implementation.

ALL OTHER FEES

Fees billed or expected to be billed to the Company by KPMG LLP for
services provided during the Company's 2001 fiscal year for all other non-audit
services rendered to the Company totaled $73,000 which consisted solely of tax
related services.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

The proxy rules of the Securities and Exchange Commission permit
shareholders of the Company, after timely notice to the Company, to present
proposals for shareholder action in the Company's Proxy Statement where such
proposals are consistent with applicable law, pertain to matters appropriate for
stockholder action and are not properly omitted by action of the Company in
accordance with the proxy rules. In order for a shareholder proposal to be
considered for inclusion in the Proxy Statement for the 2003 Annual Meeting of
Shareholders, the proposal must be received by the Secretary of the Company in
writing at its corporate offices, 7725 Washington Avenue South, Minneapolis, MN
55439 no later than December 23, 2002.

Pursuant to the Company's Bylaws, in order for any other proposal to be
properly brought before the next annual meeting by a shareholder, including a
nominee for director to be considered at such annual meeting, the shareholder
must give written notice of such shareholder's intent to bring a matter before
the annual meeting, or nominate the director, no later than March 6, 2003. Each
such notice must set forth certain information with respect to the shareholder
who intends to bring such matter before the meeting and the business desired to
be conducted, as set forth in greater detail in the Company's Bylaws. If the
Company receives notice of a shareholder proposal after March 6, 2003, such
proposal will be considered untimely pursuant to Rules 14a-4 and 14a-5(e) and
the persons named in proxies solicited by the Board of Directors for the
Company's 2003 Annual Meeting of Shareholders may exercise discretionary voting
power with respect to such proposal.

OTHER BUSINESS

At the date of this Proxy Statement, management knows of no other
business that may properly come before the Annual Meeting. However, if any other
matters properly come before the meeting, the persons named in the enclosed form
of proxy will vote the proxies received in response to this solicitation in
accordance with their best judgment on such matters.

By Order of the Board of Directors

Bernard P. Aldrich
President and Chief Executive Officer

Minneapolis, Minnesota
April 20, 2002

RIMAGE CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

TUESDAY, MAY 21, 2002
3:30 P.M.

MINNEAPOLIS MARRIOTT SOUTHWEST
5801 OPUS PARKWAY
MINNETONKA, MN 55343

RIMAGE CORPORATION
7725 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55439 PROXY
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Bernard P. Aldrich and David J. Suden and each
of them, with power to appoint a substitute, to vote all shares the undersigned
is entitled to vote at the Annual Meeting of Shareholders of Rimage Corporation,
to be held on May 21, 2002, and at all adjournments thereof, as specified on the
reverse side on the matters referred to, and, in their discretion, upon any
other matters which may be brought before the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.

SEE REVERSE FOR VOTING INSTRUCTIONS.

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COMPANY #
CONTROL #
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THERE ARE TWO WAYS TO VOTE YOUR PROXY

YOUR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME
MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE

* Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until 11:00 a.m. (CT) on May 20, 2002.
* You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
* Follow the simple instructions the voice provides you.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Rimage Corporation, c/o Shareowner Services(SM),
P.O. Box 64873, St. Paul, MN 55164-0873.

IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD

[ARROW] PLEASE DETACH HERE [ARROW]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

1. Election of directors: 01 Bernard P. Aldrich 05 Steven M. Quist [ ] Vote FOR [ ] Vote WITHHELD
02 Ronald R. Fletcher 06 James L. Reissner all nominees from all nominees
03 Thomas F. Madison 07 David J. Suden (except as marked)
04 Richard F. McNamara

___________________________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, | |
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |___________________________________________|

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTORS NAMED IN PROPOSAL 1.

Address Change? Mark Box [ ]
Indicate changes below: Date __________________________________

___________________________________________
| |
| |
|___________________________________________|

Signature(s) in Box
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.