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

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HELIX TECHNOLOGY 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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HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5500 - Fax (508) 337-5175

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, April 16, 2003, at 11:00 a.m.

To the Stockholders of Helix Technology Corporation:

Notice is hereby given that the 2003 Annual Meeting of Stockholders of
Helix Technology Corporation will be held on Wednesday, April 16, 2003, at
11:00 a.m. at The Down Town Club, 225 Franklin Street, Boston,
Massachusetts, for the following purposes:

1. To elect a Board of Directors;

2. To approve the Amended and Restated 1996 Equity Incentive Plan;

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

Only stockholders of record at the close of business on March 5, 2003, are
entitled to notice of and to vote at the meeting.

By Order of the Board of Directors

Beverly L. Armell
Corporate Secretary

Mansfield, Massachusetts
March 19, 2003

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, YOUR PROXY WILL NOT
BE USED.

HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5500 - Fax (508) 337-5175

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of
proxies by our Board of Directors for use at the 2003 Annual Meeting of
Stockholders to be held at The Down Town Club, 225 Franklin Street, Boston,
Massachusetts, on Wednesday, April 16, 2003, at 11:00 a.m., and at any
adjournments thereof. The matters to be considered and acted upon at the
meeting are set forth in the attached Notice of Annual Meeting.

The record date for the determination of stockholders entitled to notice of
and to vote at the meeting has been fixed by the Board of Directors as the
close of business on March 5, 2003. As of that date there were 26,099,364
shares of common stock, $1.00 par value per share, outstanding and entitled
to vote at the meeting. Each of these shares of common stock is entitled to
one vote on each of the matters listed in the Notice of Annual Meeting. A
majority of the outstanding shares of common stock entitled to vote and
present in person or by proxy will constitute a quorum at the meeting.
Votes withheld, abstentions, and broker non-votes (where a broker or
nominee does not exercise discretionary authority to vote on a matter) are
counted for purposes of determining the presence or absence of a quorum for
the transaction of business.

When the proxy card of a stockholder is duly executed and returned, the
shares represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more
proposals, the shares represented by that proxy card will be voted, with
respect to the election of directors, for the nominees named herein, and
with respect to other proposals, in accordance with the recommendations of
the Board. Stockholders may revoke their proxies at any time prior to any
vote at the meeting by written notice of revocation to Beverly L. Armell,
Corporate Secretary, at or before the meeting, by submission of a duly
executed proxy card bearing a later date, or by voting in person by ballot
at the meeting.

A plurality of the votes cast by stockholders entitled to vote at the
meeting is required for the election of directors. Abstentions and broker
non-votes will not be treated as votes cast for this purpose and will not
affect the outcome of the election.

The affirmative vote by the holders of a majority of the securities present
in person or by proxy and entitled to vote at the meeting is required to
approve the Amended and Restated 1996 Equity Incentive Plan. Broker non-
votes will not be counted as present and entitled to vote for this purpose,
and therefore will have no effect. Abstentions will be counted as present
and entitled to vote and, accordingly, will have the effect of a negative
vote.

This proxy statement, the Notice of Annual Meeting, and the form of proxy
will be first sent to stockholders on or about March 19, 2003.

PROPOSAL 1
ELECTION OF DIRECTORS

In accordance with Section 2 of Article II of the By-Laws, the Board has
fixed the number of directors to constitute the full Board for the ensuing
year at seven. Mr. Buckland, who is currently a director, has asked not to
be nominated for reelection to the Board. Mr. Buckland's decision was for
personal reasons and not based on any disagreement with us or any matter
related to our operations, policies or practices. The Board has nominated
Gideon Argov, Frank Gabron, Robert H. Hayes, Robert J. Lepofsky, Marvin G.
Schorr, Alfred Woollacott, III, and Mark S. Wrighton. Each of the nominees
other than Mr. Woollacott is currently one of our directors and each
nominee has consented to be nominated and to serve if elected. In the event
any of these nominees shall be unable to serve as a director, the shares
represented by the proxy will be voted for the person, if any, who is
designated by the Board to replace the nominee. In the event that a vacancy
occurs during the year, the Board may fill such vacancy for the remainder
of the full term.

The Board of Directors recommends that stockholders vote FOR the election
of Messrs. Argov, Gabron, Lepofsky and Woollacott, and Drs. Hayes, Schorr,
and Wrighton to the Board of Directors.

Director
Name of Nominee Age Principal Occupation Since
- ---------------------------------------------------------------------------------------------

<s> <c> <c> <c>
Gideon Argov 47 Special Limited Partner, Parthenon Capital 2002
Frank Gabron 72 Retired, formerly our Chief Executive Officer 1980
Robert H. Hayes 66 Professor Emeritus, Harvard Business School 1998
Robert J. Lepofsky* 58 President and Chief Executive Officer 1987
Marvin G. Schorr* 78 Chairman of our Board of Directors and 1982
Chairman of the Board of Tech/Ops Sevcon, Inc.
Alfred Woollacott, III 56 Retired Audit Partner, KPMG N/A
Mark S. Wrighton* 53 Chancellor, Washington University, St. Louis 1990

<FN>
- --------------------
* Member of the Executive Committee
</FN>

Mr. Argov has been a Special Limited Partner at Parthenon Capital, a
Boston-based private equity partnership, since 2001. He served as Chairman,
Chief Executive Officer and President of Kollmorgen Corporation from 1991
to 2000. From 1988 to 1991 he served as Chief Executive Officer of High
Voltage Engineering Corporation. Prior to 1988, he led engagement teams in
consulting at Bain and Company.

Mr. Gabron served as Chairman of our Board of Directors from January 1981
until his retirement in July 1996. He served as our President from November
1980 to February 1987, and as our Chief Executive Officer from November
1980 until December 1988.

Dr. Hayes is the Philip Caldwell Professor, Emeritus at Harvard Business
School, where he specializes in operations and technology management. Prior
to his appointment to the Harvard Faculty in 1966, Dr. Hayes worked for IBM
and McKinsey & Company. He is a director of the American Productivity &
Quality Center and Applera Corporation.

Mr. Lepofsky has served as our President since February 1987, and as our
Chief Executive Officer since January 1989. Prior to that, he served as our
Chief Operating Officer from December 1982 to December 1988, and as a
Senior Vice President from December 1982 to February 1987. Prior to
December 1982, Mr. Lepofsky served as one of our Vice Presidents for two
years.

Dr. Schorr has served as Chairman of our Board of Directors since August
1996. He served as President and Chief Executive Officer of Tech/Ops, Inc.,
from 1962 to 1987 and Chairman of the Board of that company from 1981 to
1987. In 1987 Tech/Ops was reorganized into three companies: Landauer,
Inc., Tech/Ops Sevcon, Inc., and Tech/Ops Corporation, of which the former
two are publicly owned manufacturers of technology-based products and
services, and the latter was a privately owned consulting business that was
dissolved in 1999. Dr. Schorr has been Chairman of the Board of Directors
of Tech/Ops Sevcon, Inc. since 1987, and was Chairman of the Board of
Directors of Landauer, Inc., and Tech/Ops Corporation, Inc., from 1987 to
1999.

Mr. Woollacott is a certified public accountant and was a partner with the
accounting firm of KPMG from 1979 until his retirement in September 2002.
During the past five years, he was an engagement partner serving primarily
the high technology and healthcare companies in the greater Boston area. He
also served as an SEC Reviewing Partner and a Due Diligence Assistance
Reviewing Partner.

Dr. Wrighton has been Chancellor of Washington University in St. Louis
since July 1995. He was Provost of Massachusetts Institute of Technology
from 1990 until 1995, and held the Ciba-Geigy Chair in Chemistry at MIT. He
joined the faculty at MIT in 1972 as Assistant Professor of Chemistry, was
appointed Associate Professor in 1976 and Professor in 1977. From 1981
until 1989 he held the Frederick G. Keyes Chair in Chemistry and was Head
of the Department of Chemistry from 1987 until 1990. Dr. Wrighton also
serves as a director of Ionics, Inc., OIS Optical Imaging Systems, Inc.,
Cabot Corporation, and A.G. Edwards, Inc.

There are no family relationships between any director, executive officer,
or person nominated or chosen by us to become one of our directors or
executive officers.

COMMITTEES OF THE BOARD

In addition to the Executive Committee, the Board of Directors has a Human
Resources and Compensation Committee consisting of Drs. Hayes, Schorr and
Wrighton, an Audit Committee consisting of Dr. Schorr and Messrs. Argov and
Gabron, and a Nominating and Governance Committee consisting of Mr.
Buckland and Drs. Schorr and Wrighton. The functions of the Audit Committee
are to directly oversee and evaluate our independent auditors, including
setting the fee, scope, and timing of the audit and any other services
rendered and resolving any disagreements between our management and our
independent auditors regarding financial reporting. The Audit Committee is
also responsible for reviewing all of our accounting policies and
procedures and reporting systems and for reviewing and discussing with our
management and

our independent auditors the effectiveness of our internal financial
controls. The Audit Committee also oversees the financial reporting
process, including review of the audited financial statements. The Audit
Committee operates under a written charter adopted by the Board of
Directors, a copy of which is included as Appendix A to this proxy
statement. Each member of the Audit Committee is "independent" as defined
by the National Association of Securities Dealers' listing standards. The
functions of the Human Resources and Compensation Committee include the
review and approval of executive compensation and the administration and
supervision of our equity compensation plans. The functions of the
Nominating and Governance Committee are to consider and recommend nominees
for director and members of committees of the Board. The Nominating and
Governance Committee will consider nominees recommended by our security
holders. Any such nominations should be submitted in writing to Beverly L.
Armell, Corporate Secretary, at our corporate headquarters address shown on
page 1 of this proxy statement. During the year ended December 31, 2002,
the Board of Directors held five meetings, the Audit Committee held three
meetings and the Human Resources and Compensation Committee held four
meetings. The Nominating and Governance Committee did not meet separately
from the full Board during the 2002 fiscal year. During our 2002 fiscal
year, all directors attended at least 75% of the aggregate of the total
number of Board of Directors' meetings and meetings of the committees on
which they served.

AUDIT COMMITTEE REPORT

In the course of its oversight of our financial reporting process,
including reviewing the audited financial statements, the systems of
internal controls established by our management and the full Board, and the
overall audit process, the Audit Committee of the Board of Directors has
(i) reviewed and discussed with management our audited financial statements
for the year ended December 31, 2002, (ii) discussed with
PricewaterhouseCoopers LLP, our independent accountants, the matters
required to be discussed by Statement on Accounting Standards No. 61,
Communication with Audit Committees, (iii) received the written disclosures
and the letter from the auditors required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, (iv)
discussed with the auditors their independence, and (v) considered whether
the provision of the nonaudit services described below under the captions
"Audit-Related Fees" and "Tax Fees" by the auditors is compatible with
maintaining their independence.

Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that the audited consolidated
financial statements be included in our Annual Report on Form 10-K for the
year ended December 31, 2002, for filing with the Securities and Exchange
Commission.

By the Audit Committee,

Frank Gabron (Chair)
Gideon Argov
Marvin G. Schorr

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning
compensation paid for services in all capacities for the years ended
December 31, 2002, 2001, and 2000, to our Chief Executive Officer and each
of our four other most highly compensated executive officers (hereinafter
referred to as the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Awards All Other
--------------------- Compensation
Annual Compensation Securities Underlying --------------------
Name and ------------------- Stock Options 401(k)
Principal Position Year Salary Bonus (Shares) Match(1) Other(2)
- ----------------------------------------------------------------------------------------------------------

<s> <c> <c> <c> <c> <c> <c>
Robert J. Lepofsky 2002 475,000 - - 12,000 3,973
President and Chief 2001 475,000 35,000 - 10,200 4,644
Executive Officer 2000 425,000 175,000 - 10,200 2,658

James Gentilcore(3) 2002 22,803 - 75,000 1,000 71
Executive Vice President
Chief Operating Officer

Jay Zager(4) 2002 230,769 85,000 50,000 11,799 1,141
Senior Vice President
Chief Financial Officer

Robert E. Anastasi 2002 260,000 - 10,000 12,000 2,365
Executive Vice President 2001 235,000 25,000 15,000 10,200 2,146
2000 200,000 100,000 10,000 10,200 595

Mark E. Jalbert(5) 2002 190,000 - 15,000 12,000 904
Senior Vice President

<FN>
- --------------------
<F1> Represents matching contributions by us under our 401(k) Plan.
<F2> Represents premiums paid by us for excess group life insurance.
<F3> Mr. Gentilcore joined us in December 2002.
<F4> Mr. Zager joined us in January 2002. The terms of his employment
offer included a sign-on bonus of $10,000 and guaranteed a minimum
bonus payment of $75,000 for fiscal year 2002.
<F5> Mr. Jalbert was elected Senior Vice President and designated as an
executive officer in December 2002.
</FN>

STOCK OPTION GRANTS IN OUR 2002 FISCAL YEAR

The following table provides information concerning the grant of stock
options (also reported in the Summary Compensation Table) under our 1996
Equity Incentive Plan during the year ended December 31, 2002, to the Named
Executive Officers.

Potential Realizable Value
Number of Percentage of at Assumed Annual Rates
Securities Total Options of Stock Price Appreciation
Underlying Granted to Exercise for Option Term (1)
Options Employees in Price Expiration ---------------------------
Name Granted Fiscal Year (Per Share) Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------

<s> <c> <c> <c> <c> <c> <c>
Robert J. Lepofsky -0- 0% $ - - $ - $ -
James Gentilcore 75,000(2) 34.6% $11.235 12/13/2012 $529,922 $1,342,927
Jay Zager 50,000(3) 23.0% $20.10 02/20/2012 $632,039 $1,601,711
Robert E. Anastasi 10,000(3) 4.6% $20.10 02/20/2012 $126,408 $ 320,342
Mark E. Jalbert 15,000(3) 6.9% $20.10 02/20/2012 $189,612 $ 480,513

<FN>
- --------------------
<F1> The 5% and 10% rates used are mandated by the Securities and Exchange
Commission. The actual value, if any, that an executive may realize
upon option exercises will depend on the excess, if any, of the price
at which the underlying stock is eventually sold over the exercise
price on the date the option is exercised. Accordingly, there is no
assurance the value realized by an executive would be at or near the
values calculated by using these assumed appreciation rates.
<F2> This option becomes exercisable in four equal annual installments
beginning one year from the date of grant, which was December 13,
2002.
<F3> These options become exercisable in four equal annual installments
beginning one year from the date of grant, which was February 20,
2002.
</FN>

AGGREGATED STOCK OPTION EXERCISES IN FISCAL 2002
AND FISCAL YEAR-END STOCK OPTION VALUES

The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during our 2002
fiscal year and the value of unexercised options held at December 31, 2002.

Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
Shares December 31, 2002 December 31, 2002(2)
Acquired on Value ----------------------------- -----------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------

<s> <c> <c> <c> <c> <c> <c>
Robert J. Lepofsky - - 50,000 125,000 - -
James Gentilcore - - - 75,000 - -
Jay Zager - - - 50,000 - -
Robert E. Anastasi - - 83,750 26,250 - -
Mark E. Jalbert - - 3,375 18,875 - -

<FN>
- --------------------
<F1> "Value Realized" represents the difference between the exercise price
and the market price of the option shares on the date the option is
exercised. The value realized was determined without considering any
taxes that may have been owed.
<F2> Based on the mean between the high and low sale prices for our common
stock as reported by the Nasdaq National Market on December 31, 2002,
($11.075), less the price to be paid upon exercise.
</FN>

EQUITY COMPENSATION PLAN INFORMATION

(a) (b) (c)
-------------------- ------------------- -------------------------
Number of Securities Number of Securities
to be Issued Upon Weighted-Average Remaining Available
Exercise of Exercise Price of For Future Issuance Under
Plan Category Outstanding Options Outstanding Options Equity Compensation Plans
- ------------------------------------------------------------------------------------------------------------

<s> <c> <c> <c>
Equity compensation plans
Approved by security holders 613,625 $20.46 186,625

Equity compensation plans not
Approved by security holders -- -- --
- ------------------------------------------------------------------------------------------------------------
Total 613,625 $20.46 186,625

RETIREMENT PROGRAM

The following table sets forth estimated combined annual benefits under our
Pension Plan and our Supplemental Key Executive Retirement Plan (SERP), on
a straight-life annuity basis, to persons in specified compensation and
years-of-service categories, as if they had retired at age 65 at December
31, 2002.

PENSION PLAN TABLE

Estimated Annual Pension
Average (Including SERP Benefits)
Annual Compensation Based on Years of Service Indicated
on which Retirement ------------------------------------------------------------
Benefits Are Based 10 15 20 25 30
- ------------------------------------------------------------------------------------

<s> <c> <c> <c> <c> <c>
$200,000 $ 31,239 $ 47,744 $ 63,907 $ 81,427 $ 81,427
250,000 40,778 61,409 81,613 102,439 102,439
300,000 50,767 76,072 100,391 125,383 125,383
350,000 60,767 91,072 119,617 148,774 148,774
400,000 70,767 106,072 138,799 172,164 172,164
450,000 80,767 121,072 157,840 195,555 195,555
500,000 90,767 136,072 176,881 218,946 218,946
550,000 100,767 151,072 195,921 242,337 242,337

Pension Plan

We maintain a noncontributory qualified Pension Plan for the benefit of our
employees, including the individuals named in the Summary Compensation
Table. Employees who are at least 21 years of age with one year of service
are eligible for this plan. Contributions to the plan, which is a defined
benefit plan, are not included in the Summary Compensation Table because
such contributions are made on an actuarial basis and cannot be separately
calculated. We recognized pension expense of $1,750,000 for 2002.

Compensation covered by the plan includes salary but excludes bonuses or
incentive awards, if any. Benefits under the plan as set forth in the table
above are determined on a straight-life annuity basis, based upon years of
participation completed after December 31, 1978, and highest consecutive
60-month average compensation during the last 120 months of employment and
are integrated with Social Security benefits. As of December 31, 2002,
Messrs. Lepofsky, Anastasi and Jalbert each had accrued 24 years of benefit
service under the plan. Mr. Gentilcore had accrued four years of benefit
service from prior employment with us. Mr. Zager commenced employment with
us in 2002 and therefore had no years of benefit service accrued as of
December 31, 2002.

In 1992, we adopted a Supplemental Key Executive Retirement plan (SERP)
that is designed to supplement benefits paid to certain participants under
tax-qualified retirement plans funded by us, which benefits are otherwise
limited with respect to highly paid employees by the Internal Revenue Code.
In general, the SERP provides that participants with 25 or more years of
service who have reached the age of 65 at the time of retirement will
receive a supplemental annual pension from us equal to 50 percent of the
greater of such participant's (i) average compensation (as described under
"Pension Plan" above) or (ii) actual compensation during the 12 months
prior to retirement, less all retirement benefits provided by us. Benefits
under the SERP are reduced for participants with less than 25 years of
service. We recorded additional retirement costs of $264,000 in connection
with the SERP in 2002.

In 1999, we adopted a nonqualified Supplemental Benefit Plan intended to
provide for the payment of additional retirement benefits to certain key
employees whose Pension Plan retirement benefits would exceed amounts
permitted under the Internal Revenue Code. The supplemental unfunded
benefit is equal to the amount of any benefit that would have been payable
under the qualified retirement plan, but for the limitations under the
Internal Revenue Code. Benefits earned under the Supplemental Benefit Plan
are also subject to offset per the provisions of any benefits earned under
the Supplemental Key Executive Retirement Plan.

COMPENSATION COMMITTEE REPORT

The Human Resources and Compensation Committee of the Board of Directors is
composed of three independent, non-employee directors. The Committee
regularly reviews and approves essentially all of Helix's compensation and
benefit programs and also reviews and determines the actual compensation of
the Named Executive Officers, as well as all stock option grants to all
employees. All compensation actions taken by the Committee are reported to
and approved by the full Board of Directors, excluding employee directors.
The Committee also reviews and makes recommendations to the Board on
policies and programs for the development of management personnel and
management structure and organization. The Committee reviews and
administers the 1996 Equity Incentive Plan. The Committee also reviews and

administers the 1996 Stock Option Plan for Non-Employee Directors. The
Committee reviews from time to time executive compensation reports prepared
by independent organizations in order to evaluate the appropriateness of
its executive compensation program.

The Committee uses base salary to compensate the Named Executive Officers
for past and ongoing contributions and the performance-based bonus program
to provide incentives for enhancing near-term profitability and stockholder
value. In addition, it uses stock options to provide incentives for
enhancing longer-term growth in profitability, return on equity, and
stockholder value. In order to meet these objectives, the Committee has
approved employment agreements with each of the Named Executive Officers
which set base salaries for the Named Executive Officers, taking into
account prior performance and base salaries among competitive peer groups.
The Committee also sets target bonus awards comprising about 15 to 35
percent of total target compensation, depending upon the position being
reviewed. The Committee reviews Helix's annual performance plan and the
individual goals and objectives of each Named Executive Officer for the
ensuing year and sets incentive target bonus awards that are directly
linked to Helix's short-term financial performance and to the specific
annual goals and objectives of each Named Executive Officer. The Committee
meets annually to review Helix's performance and the performance of our
Chief Executive Officer and each other Named Executive Officer in relation
to Helix's performance plan for the year then ended, as well as in relation
to the goals set for the Chief Executive Officer and each other named
executive officer, and awards bonuses accordingly. The Committee then sets
base salaries and target bonus awards for the next year. The Committee has
discretion to reward extraordinary accomplishments with special bonuses. In
this process, the Committee first meets with the Chief Executive Officer to
review Helix's performance and the performance of each of the other Named
Executive Officers and then meets in an Executive Session to review the
performance of all the Named Executive Officers, including the Chief
Executive Officer.

The minimum annual salary of the Chief Executive Officer is set pursuant to
an employment agreement entered into by the Chief Executive Officer and us.
See "Employment Agreements" below. The Committee may increase the minimum
annual salary of the Chief Executive Officer from time to time at its
discretion based upon Helix's performance and such other factors as the
Committee may determine.

In the case of our Chief Executive Officer, the Committee considered the
difficult year Helix experienced as a result of the general slowdown in the
semiconductor capital equipment industry and determined not to award a
bonus to our Chief Executive Officer for the 2002 fiscal year and to
maintain his salary for 2003 at the 2002 level. In addition, the Committee
awarded no raises or bonuses to any other Named Executive Officers for the
2002 fiscal year, with the exception of Mr. Zager, who received a bonus
pursuant to the terms of his employment offer.

The Committee believes that the foregoing combination of base salaries,
incentive bonuses, and stock options provides appropriate levels of
compensation to retain and attract qualified senior management and the
proper incentives to achieve significant improvement in both Helix's short-
term and long-term financial performance.

By the Human Resources and
Compensation Committee,

Dr. Robert H. Hayes, (Chair)
Dr. Marvin G. Schorr
Dr. Mark S. Wrighton

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the change in the cumulative
total stockholder return of our common stock against the change in the
cumulative total return of the Standard & Poor's Technology Sector
Composite Index and the Nasdaq Composite Index for the period of five years
ended December 31, 2002. Management cautions that the stock price
performance shown in the graph below should not be considered indicative of
potential future stock performance.

Comparison of Five-Year Cumulative Total Return *
Among Helix Technology Corporation, Nasdaq (U.S.) Index
and S&P Technology Sector Composite Index

1997 1998 1999 2000 2001 2002
------------------------------------------------------------

<s> <c> <c> <c> <c> <c> <c>
Helix 100.00 69.93 245.78 131.48 127.41 64.38
NASDAQ 100.00 140.99 261.48 157.42 124.89 86.33
S & P Tech Sector 100.00 178.14 318.42 188.18 139.50 87.31

<FN>
- --------------------
* Assumes the value of the investment in Helix Technology Corporation and
each index was $100 on December 31, 1997, and that all dividends were
reinvested.
</FN>

DIRECTORS' COMPENSATION

During 2002 each non-employee director received an annual retainer fee of
$25,000 ($26,000 for committee chairs), payable in four equal quarterly
installments. A director who is also our full-time employee receives no
additional compensation for services as a director.

In addition, we have a stock option plan, the Amended and Restated Stock
Option Plan for Non-Employee Directors (the "Directors' Plan") covering its
non-employee directors. Under the terms of the Directors' Plan, for each
year of service on our Board, each non-employee director is granted an
option to purchase 2,000 shares of our common stock at a purchase price
equal to fair market value on the date of grant, which option vests on the
one-year anniversary of the date of grant. The options expire on the
earlier of one year after the non-employee director ceases to serve on our
Board, or the option's expiration date.

We adopted a plan commencing in 2002 which allows the members of the Board
of Directors to defer receipt of all or part of their cash fees for
services as a director. The deferred fees may be invested in a cash
account, a stock equivalent account, or a combination of the two, as
elected by the director in his or her deferral election. Interest is
credited on the amount deferred in the cash account at the rate of interest
applicable to ten-year treasury notes. The amount deferred into the stock
equivalent account is converted into hypothetical shares of our common
stock. The plan provides for an election to receive the deferred fees in
either one lump sum or in installments over a period of up to five years.
All distributions are made in cash.

EMPLOYMENT AGREEMENTS

In February 1999, we entered into an employment agreement with Mr. Lepofsky
that runs through February 2007. The agreement established a minimum annual
salary that may be increased by the Board of Directors from time to time;
however, if increased, it may not be reduced again except as part of a
general reduction of all executive salaries. The current salary level is
$475,000. The agreement provides for additional incentive compensation in
the sole discretion of the Board of Directors and provides that Mr.
Lepofsky is entitled to participate in all benefit plans made available
generally to executive officers, including our Supplemental Key Executive
Retirement Plan. The 1999 agreement included a nonqualified stock option
granting to Mr. Lepofsky the right to purchase up to 200,000 shares of our
common stock at an option price of $20.8125 per share. This option was
granted under our 1996 Equity Incentive Plan and is exercisable in eight
annual installments of 25,000 shares each, beginning in February 2000.

The agreement provides for certain benefits in the event of involuntary
termination of Mr. Lepofsky's employment without cause or in the event Mr.
Lepofsky terminates his employment following (i) a change of control of the
Company that is not approved by our Board of Directors, and (ii) a change
in a majority of our directors. In the event of his involuntary termination
without cause, or in the event of his voluntary termination following both
a change of control of the Company not approved by the Board of Directors
and a change in a majority of the directors, Mr. Lepofsky would be entitled
to receive base salary continuance through February 2007, or for two years,
whichever period is shorter. In the event of a change of control of the
Company not approved by the Board of Directors, followed by a change in a
majority of the directors on our Board, if Mr. Lepofsky terminates his
agreement or is terminated without cause, all remaining installments of his
200,000-share stock option would become exercisable. In the event of the
involuntary

termination of Mr. Lepofsky's employment not for cause without a change in
control, up to three remaining unvested 25,000-share installments of his
200,000-share stock option would become exercisable.

Any compensation payable to Mr. Lepofsky contingent upon a change of
control which qualifies as a parachute payment under Section 280G of the
Internal Revenue Code, as amended, shall be limited to the maximum amount
that may be paid to him without any part of all of such compensation being
deemed an excess parachute payment under that Section. Based on his current
base salary and Agreement, Mr. Lepofsky could receive a maximum (as
described above) of $1,531,268 under this severance arrangement.

During 2002 we entered into employment agreements with Mr. Anastasi (August
2002), Mr. Zager (August 2002), Mr. Jalbert (November 2002) and Mr.
Gentilcore (December 2002). Each of these agreements except for Mr. Zager's
terminates on the respective executive's normal retirement date, unless
earlier terminated by us with or without cause (as defined in the
applicable agreement) or by the executive with or without good reason (as
defined in the applicable agreement). Mr. Zager's agreement terminates on
August 9, 2007, unless earlier terminated by us with or without cause (as
defined in the agreement) or by Mr. Zager with or without good reason (as
defined in the agreement). Each agreement provides for an initial base
salary per year (Mr. Anastasi: $260,000; Mr. Zager: $240,000; Mr. Jalbert:
$190,000; and Mr. Gentilcore: $300,000), reviewed annually beginning
January 1, 2003, (which base salaries may not be decreased except in
conjunction with a general reduction of executive salaries), an annual cash
performance bonus determined in the discretion of our Human Resources and
Compensation Committee, awards from time to time of stock options under our
1996 Equity Incentive Plan, also at the discretion of our Human Resources
and Compensation Committee, and reimbursement of expenses. The agreements
also provide for each executive's participation in our Supplemental Key
Executive Retirement Plan and in any other profit-sharing, retirement,
group life insurance or other insurance or medical expense plan maintained
by us for our senior executives generally.

In the event an executive is terminated by us for cause, voluntarily
terminates the agreement without good reason, or reaches his normal
retirement date (upon which the agreement automatically terminates), he
would be entitled to any then-accrued base salary, reimbursement of then-
accrued expenses and any other or additional benefits to the extent
required by any of our then-applicable benefit plans or programs. In the
event any executive is terminated by us without cause, he would be entitled
to his then-accrued base salary, a pro-rated bonus, any amounts payable
pursuant to our Supplemental Retirement Plan and reimbursement of any then-
accrued expenses. Messrs. Anastasi, Jalbert and Gentilcore would also be
entitled to continued base salary payments, bonus payments and all other
benefits otherwise payable under the agreement for 0 to 24 months (Mr.
Gentilcore) or 24 months (Mr.Anastasi and Mr. Jalbert), subject to certain
offsets in the event the executive obtains other employment during the
period, and his vested options would remain exercisable for up to one year
after termination. Mr. Zager would be entitled to continued base salary
payments for a period of 12 to 24 months, subject to certain offsets in the
event Mr. Zager obtained other employment during the period. In the event
Messrs. Anastasi, Jalbert or Gentilcore terminates his agreement for good
reason, he would be entitled to the same payments and benefits as if he had
been terminated by us without cause, plus any unvested options that would
have become exercisable during the two-year period after the executive's
termination date would become exercisable as of the termination date. In
the event Mr. Zager terminates his agreement for good reason, he would be
entitled to the same payments and benefits as if he had been terminated by
us without cause, plus he would be entitled to be paid a bonus during the
base salary continuation period, he would be entitled to all other benefits
otherwise payable under the agreement, any unvested options that would have
become exercisable during the two-

year period after his termination date would become exercisable as of his
termination date and his vested options would remain exercisable for up to
one year after termination.

Each agreement also requires us to indemnify the applicable executive and
in certain circumstances to reimburse such executive's costs and expenses
(including legal fees) associated with a dispute arising under the
applicable agreement. Each agreement imposes certain non-competition and
confidentiality obligations in our favor upon the applicable executive.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2002 non-employee directors Dr. Robert H. Hayes, Dr. Marvin G.
Schorr, and Dr. Mark S. Wrighton served as members of the Human Resources
and Compensation Committee. None of the Human Resources and Compensation
Committee members or Named Executive Officers has any relationships that
must be disclosed under this caption.

SECURITY OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information with respect to
beneficial ownership of shares of our common stock as of March 5, 2003, (i)
by each person (including any partnership, syndicate, or other group) known
to management to be the beneficial owner of more than five percent of the
outstanding shares of common stock, (ii) by each of our directors and
nominees for director, (iii) by each of the Named Executive Officers, and
(iv) by all of our executive officers and directors as a group. Except as
indicated in the footnotes to this table, the persons named in the table
have sole voting and investment power with respect to the shares shown as
beneficially owned by them.

Shares Beneficially Owned
------------------------------------
Beneficial Owner Number Percent of Class
- --------------------------------------------------------------------------------------------

<s> <c> <c>
DePrince, Race & Zollo 3,552,701(1) 13.6%
201 South Orange Avenue
Orlando, FL 32801

Capital Group International, Inc. 3,436,210(2) 13.2%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384

FMR Corp. 1,376,710(3) 5.3%
82 Devonshire Street
Boston, MA 02109

Non-Employee Directors and Nominee:

Gideon Argov 2,000(4) **
Arthur R. Buckland 6,636(4) **
Frank Gabron 40,800(4) **
Robert H. Hayes 12,000(4) **
Marvin G. Schorr 104,800(4) **
Alfred Woollacott, III 0 **
Mark S. Wrighton 12,400(4) **

Named Executive Officers:

Robert J. Lepofsky 367,329(4)(5) 1.4%
President, Chief Executive Officer and Director

James Gentilcore 255(4) **
Executive Vice President, Chief Operating Officer

Jay Zager 13,309(4) **
Senior Vice President, Chief Financial Officer

Robert E. Anastasi 93,887(4) **
Executive Vice President

Mark E. Jalbert 14,096(4) **
Senior Vice President

All Directors and Executive Officers as a Group(12) 667,691(4)(5) 2.5%

<FN>
- --------------------
** Less than 1 percent of shares outstanding.
<F1> Based on a Schedule 13G filed by DePrince, Race & Zollo, Inc. ("DRZ")
with the Securities and Exchange Commission (the "SEC") on February
7, 2003, DRZ has sole dispositive and sole voting power with respect
to all of these shares.
<F2> Based on a Schedule 13G/A filed jointly by Capital Group
International, Inc. ("CGII") and its wholly owned subsidiary, Capital
Guardian Trust Company ("CGTC"), with the SEC on February 11, 2003,
CGII has sole dispositive power with respect to all of the shares and
sole voting power as to 2,532,430 of the shares. CGII is the parent
holding company of a group of investment companies that hold
investment power and, in some cases, voting power over securities
held by it. CGTC, a bank as defined in Section 3(a)6 of the Exchange
Act of 1934, has sole dispositive power with respect to 3,246,450 of
the shares and sole voting power with respect to 2,342,670 of the
shares.
<F3> Based on a Schedule 13G/A filed by FMR Corp. and two members of a
group controlling FMR Corp., Edward C. Johnson 3rd and Abigail
Johnson, with the SEC on February 13, 2003. The Schedule

13G/A states that Fidelity Management and Research Company, a wholly
owned subsidiary of FMR Corp., is the beneficial owner of 989,010 of
these shares (as to which Mr. Johnson has sole dispositive power),
and Fidelity Management Trust Company, a wholly owned subsidiary of
FMR Corp., is the beneficial owner of 387,700 of these shares (as to
which Mr. Johnson has sole dispositive power and sole voting power).
<F4> Includes shares that each named individual has the right to acquire
within 60 days from March 5, 2003, through the exercise of options.
The amounts listed include shares under such options as follows: Mr.
Argov, 2,000; Mr. Buckland 2,000; Mr. Gabron 2,000; Dr. Hayes, 6,000;
Dr. Schorr, 2,000; Dr. Wrighton 2,000; Mr. Lepofsky, 75,000; Mr.
Zager, 12,500; Mr. Anastasi, 92,500; Mr. Jalbert, 9,250 and all
directors and executive officers as a group, 205,250. Also includes
1,263 shares for Mr. Lepofsky; 150 shares for Mr. Gentilcore; 809
shares for Mr. Zager; 1,387 shares for Mr. Anastasi; and 1,207 shares
for Mr. Jalbert held in our 401(k) retirement savings plan.
<F5> Includes 40,000 shares held in a trust fund, with respect to which
shares Mr. Lepofsky disclaims beneficial ownership.
</FN>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers and persons who beneficially own more than 10
percent of our common stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership
of our securities. Executive officers, directors, and greater-than-10-
percent beneficial owners are required by SEC regulations to furnish us
with copies of all Section 16(a) reports they file.

To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were
required during the year ended December 31, 2002, all Section 16(a) filing
requirements applicable to our executive officers, directors and greater-
than-10-percent beneficial owners were complied with.

INDEPENDENT ACCOUNTANTS

We have selected the firm of PricewaterhouseCoopers LLP as our independent
public accountants for fiscal year 2003. PricewaterhouseCoopers examined
our financial statements for fiscal year 2002. Representatives of
PricewaterhouseCoopers are expected to attend the annual meeting to respond
to questions and will have the opportunity to make a statement if they
desire.

Audit Fees

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Company by
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as of or for the
years ended December 31, 2002 and 2001, were:

2002 2001
---- ----

<s> <c> <c>
Audit $380,182 $200,988
Audit Related 41,865 20,000
Tax 122,222 291,661
All Other - -
-------- --------
Total $544,269 $512,649
======== ========

Audit Fees for the years ended December 31, 2002 and 2001, respectively,
were for professional services rendered for the audits of our consolidated
financial statements and statutory and subsidiary audits, issuance of
comfort letters, consents, income tax provision procedures, and assistance
with review of documents filed with the SEC.

Audit-Related Fees as of the years ended December 31, 2002 and 2001,
respectively, were for assurance and related services related to employee
benefit plan audits and due diligence related to mergers and acquisitions.

Tax Fees as of the years ended December 31, 2002 and 2001, respectively,
were for services related to tax compliance, including the preparation of
tax returns and claims for refund; and tax planning and tax advice,
including assistance with and representation in tax audits and appeals, tax
services for employee benefit plans, and requests for rulings or technical
advice from tax authorities.

The Company's Audit Committee has not yet enacted pre-approval policies and
procedures for audit and non-audit services. Therefore, the proxy
disclosure does not include pre-approval policies and procedures and
related information. The Company is early-adopting components of the proxy
fee disclosure requirements; the requirement does not become effective
until periodic annual filings for the first fiscal year ending after
December 15, 2003.

PROPOSAL 2
APPROVAL OF THE AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN

General

On February 14, 1996, the Board of Directors adopted, subject to
stockholder approval, the 1996 Equity Incentive Plan (the "Plan"). The Plan
was approved by stockholders on April 24, 1996. On January 29, 2003, the
Board of Directors adopted, subject to stockholder approval, an amendment
and restatement of the Plan (the "Amended and Restated Plan").

Proposed Amendments to the Plan

Stockholder approval would amend the Plan effective as of April 16, 2003,
to (a) increase the number of shares of common stock subject to grants by
1,000,000 shares, and (b) eliminate our ability to grant loans or cash
payments to participants in connection with the grant or exercise of
awards. The Board of Directors believes the increase in shares is needed to
ensure that a sufficient number of shares are available to be

issued in the future, principally in support of employee recruitment,
retention, performance recognition, and benefit plans.

Summary of the Amended and Restated Plan

The following summary of the Amended and Restated Plan is qualified by
reference to the full text of the Amended and Restated Plan attached as
Appendix B to this proxy statement.

Purpose of Amended and Restated Plan

The purpose of the Amended and Restated Plan is to attract and retain key
employees and consultants for us and our affiliates, to provide an
incentive for them to achieve long-range performance goals, and to enable
them to participate in our long-term growth. The Amended and Restated Plan
is to be administered by the Human Resources and Compensation Committee
(the "Committee") appointed by the Board of Directors to administer the
Amended and Restated Plan or a specified portion thereof.

Shares Subject to Awards

The Plan, as approved by stockholders in 1996, authorized the issuance of
800,000 shares (as adjusted for our two-for-one stock split in 1997). As of
March 5, 2003, 60,625 shares remained available for awards under the Plan.
The Amended and Restated Plan would make an additional 1,000,000 shares
available for award (for a total of 1,800,000 authorized shares) so that
1,060,625 shares would be available for award under the Amended and
Restated Plan. The number and kind of shares are subject to adjustment to
reflect stock dividends, recapitalizations or other changes affecting the
common stock. If any outstanding or future award expires or is terminated,
unexercised, or settled in cash or in a manner that results in fewer shares
outstanding than were initially awarded, then the shares which would have
been issuable will again be available for award under the Amended and
Restated Plan. The closing price of the common stock on the Nasdaq National
Market on March 5, 2003, was $7.80.

Description of Awards

The Amended and Restated Plan provides for the following three basic types
of awards:

Stock Options. The Committee may grant incentive stock options eligible for
special tax treatment under Section 422 of the Internal Revenue Code of
1986, as amended, ("ISOs") or nonstatutory stock options. The Committee
will determine the option price and exercise period of each option granted,
provided that the option price may not be less than 100% of the fair market
value of the common stock on the date of grant. No incentive stock option
may be granted under the Amended and Restated Plan after February 14, 2006,
the date ten years after the effective date of the original Plan. An option
may be exercised by the payment of the option price in whole or in part in
cash or, to the extent permitted by the Committee, by delivery of shares of
common stock owned by the participant valued at their fair market value on
the date of delivery, by a so-called "cashless exercise," or by such other
lawful consideration as the Committee may determine.

Stock Appreciation Rights. The Committee may grant stock appreciation
rights ("SARs") where the participant receives cash, shares of common stock
or other property, or a combination thereof, as determined by the
Committee, equal in value to the excess in value of shares of common stock
over the

exercise price of the SAR on the date of exercise. SARs may be granted in
tandem with options (at or after award of the option) or alone and
unrelated to an option. SARs in tandem with an option terminate to the
extent that the related option is exercised, and the related option
terminates to the extent that the tandem SAR is exercised. The exercise
price of an SAR may not be less than 100% of the fair market value of the
common stock on the date of grant or in the case of a tandem SAR, the
exercise price of the related option. In the case of those tandem SARs
which can only be exercised during limited periods following a change in
control of us, the participant would be entitled to receive an amount based
upon the highest price paid or offered for the common stock in any
transaction relating to the change in control or paid during a specified
period immediately preceding the change in control.

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

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

The maximum aggregate number of shares subject to stock options or SARs
that may be granted to any one participant in any calendar year is 200,000
shares. Incorporation of this limit is intended to qualify stock options
and SARs as performance-based compensation that is not subject to the $1
million limit on deductibility for federal income tax purposes of
compensation paid to certain senior officers.

Since awards under the Amended and Restated Plan will be discretionary, the
specific awards that may be granted under the Amended and Restated Plan are
not determinable in advance. From the inception of the Plan through March
1, 2003, options to purchase 200,000 shares of our common stock were
granted under the Plan to Robert J. Lepofsky, options to purchase 75,000
shares were granted under the Plan to James Gentilcore, options to purchase
90,000 shares were granted under the Plan to Robert E. Anastasi, options to
purchase 50,000 shares were granted under the Plan to Jay Zager, options to
purchase 23,500 shares were granted under the Plan to Mark E. Jalbert, an
aggregate of 438,500 shares of our common stock were granted under the Plan
to all of our current executive officers as a group (6 persons), and
options to purchase an aggregate of 169,500 shares were granted under the
Plan to all of our current employees, including our current employees who
are officers, but not including our current executive officers. Our non-
employee directors and nominees for non-employee director are not eligible
to participate in the Plan and accordingly have received no options under
the Plan. Mr. Lepofsky, our President and Chief Executive Officer; Mr.
Gentilcore, our Executive Vice President and Chief Operating Officer; Mr.
Zager, our Senior

Vice President and Chief Financial Officer; and Mr. Anastasi, our Executive
Vice President, are the only individuals who have received five percent or
more of the 800,000 options that are subject to the Plan.

Amendment

The Board may amend, suspend or terminate the Amended and Restated Plan or
any portion thereof at any time, subject to such stockholder approval as the
Board determines to be necessary or advisable to comply with any tax or
regulatory requirement. The Committee has authority to amend outstanding
awards, including changing the date of exercise and converting an incentive
stock option to a nonstatutory option, if the Committee determines that
such action would not adversely affect the participant. The Amended and
Restated Plan has no expiration date.

Federal Income Tax Consequences Relating to Stock Options

We have been advised by Palmer & Dodge LLP, our counsel, that, under the
federal tax laws, options granted under the Amended and Restated Plan will
be treated as follows:

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

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

Vote Required

effect of a negative vote. If this Proposal 2 is not approved, the Amended
and Restated Plan will not become effective, and the current Plan will
remain in effect without any change.

The Board of Directors recommends that stockholders vote FOR approval of
the Amended and Restated 1996 Equity Incentive Plan.

OTHER MATTERS

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

STOCKHOLDER PROPOSALS

We must receive any stockholder proposal intended to be included in our
proxy materials for the 2004 Annual Meeting of Stockholders no later than
November 20, 2003. We must receive any stockholder proposals intended to be
presented at such meeting in 2004 not later than February 3, 2004. Any
proposal received after February 3, 2004, will be untimely and our
management proxies will be permitted to use their discretionary voting
authority when the proposal is raised at the 2004 Annual Meeting of
Stockholders, without having advised stockholders of the proposal in the
proxy statement for that meeting.

EXPENSES OF SOLICITATION

The cost of preparing, assembling, and mailing proxy materials and any
other costs of soliciting proxies will be borne by us. In addition to
solicitation by use of the mails, we may request brokers and banks to
forward copies of proxy materials to persons for whom they hold common
stock and to obtain authority for the execution and delivery of proxies.
Several of our officers and employees may request the return of the proxies
by telephone, facsimile, and personal interview.

Copies of our Annual Report on Form 10-K for the year ended December 31,
2002, may be obtained by stockholders without charge upon written request
addressed to Investor Relations, Helix Technology Corporation, Mansfield
Corporate Center, Nine Hampshire Street, Mansfield, Massachusetts 02048-
9171, or by visiting the Investor Relations section of our Website,
www.helixtechnology.com.

Beverly L. Armell
Corporate Secretary

March 19, 2003

APPENDIX A

HELIX TECHNOLOGY CORPORATION

CHARTER

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

October 2002

PURPOSE:
- --------

The principal purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibility to oversee the Company's
accounting and financial reporting processes and audits of the Company's
financial statements, including by reviewing the financial reports and
other financial information provided by the Company, the Company's
disclosure controls and procedures and internal accounting and financial
controls, and the annual independent audit process.

In discharging its oversight role, the Audit Committee is granted the
authority to investigate any matter brought to its attention, with full
access to all books, records, facilities and personnel of the Company, and
the authority to engage independent counsel and other advisers, as the
Committee determines necessary to carry out its duties.

The outside auditor is ultimately accountable to the Board and the
Committee, as representatives of the stockholders. In this connection, the
Committee, as a committee of the Board, shall be directly responsible for
the appointment, compensation and oversight of the work of the outside
auditor in preparing or issuing an audit report or related work, including
resolving any disagreements between Management and the outside auditor
regarding financial reporting.

The Committee shall receive direct reports from the outside auditor. The
Committee shall be responsible for overseeing the independence of the
outside auditor and for approving all auditing services and permitted non-
audit services provided by the outside auditor.

This Charter shall be reviewed by the Board for adequacy on an annual
basis, or more frequently as the Board may deem appropriate.

MEMBERSHIP AND TERM OF APPOINTMENT:

The Audit Committee shall consist of not less than three Directors. A
chairperson and the Committee members shall be elected annually by the
affirmative vote of at least a majority of the independent Directors.

All Committee members shall be independent Directors:

* Who have no relationship to the Company that may interfere with the
exercise of their independence from Management and the Company;

* Who do not receive any consulting, advisory or other compensatory fee
from the Company, other than in the member's capacity as a member of the
Board or any of its Committees;

* Who are not an "affiliated person" (as defined by applicable law or
regulation) of the Company or any subsidiary, other than as a member of
the Board or any of its Committees; and

* Who are financially literate or, to the extent permitted by Nasdaq
rules, who become financially literate within a reasonable period of
time after appointment to the Committee.

In addition, at least one member of the Committee will have accounting or
related financial management expertise, and, to the extent practicable, be
a "financial expert" as that term is defined by the SEC.

QUORUM AND VOTING:

At the meetings of the Audit Committee, the presence of a majority of all
members shall be necessary to constitute a quorum for the transaction of
business, and the affirmative vote of a majority of all members shall be
necessary to take any action.

RULES:

The Audit Committee may adopt such rules and regulations, not inconsistent
with law nor with the provisions of the restated Certificate of
Incorporation or the By-Laws, or of any applicable resolution of the Board
of Directors, for the calling and holding of meetings of the Committee and
for the transaction of business at such meetings, as the Committee may deem
necessary and desirable. The Committee shall keep regular minutes of its
proceedings, and shall report the same to the next meeting of the Board of
Directors.

RESOURCES AND AUTHORITY:

The Audit Committee shall be provided with the necessary resources,
including staff and administrative support, by the Company to effectively
discharge its duties and responsibilities assigned by the Board of
Directors. The Audit Committee shall have the discretion to institute
investigations of improprieties or suspected improprieties, including the
standing authority to retain special counsel or other staff, with full
access to all books, records, facilities and personnel of the Company. The
Audit Committee shall have full authority to approve funding by the Company
for the payment of compensation to outside auditors and any independent
counsel or other advisors retained by the Committee.

KEY RESPONSIBILITIES:

The Committee's role is one of oversight, and it is recognized that
Management is responsible for preparing the Company's financial statements,
and that the outside auditor is responsible for auditing those financial
statements.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. The functions are set
forth as a guide, and may be varied from time to time as appropriate under
the circumstances.

* The Audit Committee shall meet at least three times each year and shall
call special meetings, as circumstances require. When appropriate, the
Audit Committee shall meet with legal counsel to discuss legal matters
that may have an impact on the Company's financial statements.

* The Committee shall periodically discuss with Management and the outside
auditor the quality and adequacy of the Company's internal controls and
internal auditing procedures, including any significant deficiencies in
the design or operation of those controls which could adversely affect
the Company's ability to record, process, summarize and report financial
data and any fraud, whether or not material, that involves Management or
other employees who have a significant role in the Company's internal
controls, and discuss with the outside auditor how the Company's
financial systems and controls compare with industry practices.

* The Committee shall review with Management and the outside auditor the
audited financial statements to be included in the Company's Annual
Report on Form 10-K and the Annual Report to Stockholders, and shall
review and consider with the outside auditor the matters required to be
discussed by Statements on Auditing Standards Numbers 61 Communication
with Audit Committees and 90 Audit Committee Communications.

* If necessary, the Committee shall review as a whole, or through the
Committee chair, with the outside auditor, prior to filing with the SEC,
the Company's interim financial information to be included in the
Company's Quarterly Reports on Form 10-Q and the matters required to be
discussed by SAS Nos. 61 and 90.

* The Committee shall periodically review with Management and the outside
auditor the quality, as well as acceptability, of the Company's
accounting policies, and discuss with the outside auditor how the
Company's accounting policies compare with those in the industry and all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with Management,
the ramifications of use of such alternative disclosures and treatments,
and the treatment preferred by the outside auditor.

* The Committee shall periodically discuss with the outside auditor
whether all material correcting adjustments identified by the outside
auditor in accordance with generally accepted accounting principles and
the rules of the SEC are reflected in the Company's financial
statements.

* The Committee shall review with Management and the outside auditor any
material financial or other arrangements of the Company which do not
appear on the Company's financial statements, and any transactions or
courses of dealing with third parties that are significant in size or
involve terms or other aspects that differ from those that would likely
be negotiated with independent parties, and which arrangements or
transactions are relevant to an understanding of the Company's financial
statements.

* The Committee shall review with Management and the outside auditor the
Company's critical accounting policies and practices.

* The Committee shall review with the outside auditor all material
communications between the outside auditor and Management, such as any
management letter or schedule of unadjusted differences.

* The Committee shall request from the outside auditor annually a formal
written statement delineating all relationships between the auditor and
the Company consistent with Independence Standards Board Standard 1 -
Independence Discussions with Audit Committees and such other
requirements as may be established by the Public Company Accounting
Oversight Board, discuss with the outside auditor any such disclosed
relationships and their impact on the outside auditor's independence,
and take appropriate action regarding the independence of the outside
auditor.

* On an ongoing basis, the Committee shall conduct an appropriate review
of, and report to the Board with respect to, all proposed related-party
transactions with the Company where the amount involved exceeds $60,000.
All such transactions shall be subject to prior approval by the
Committee. "Related-party transactions" shall be defined in accordance
with the broadest applicable Nasdaq, SEC or statutory definition then in
effect, and generally shall include transactions between the Company and
Company Directors; executive officers; nominees for election as
director; stockholders; or their respective affiliates or immediate
family members.

* The Committee shall approve the engagement of the outside auditor and
shall approve, in advance, all audit services and all permitted non-
audit services to be provided to the Company by the outside auditor. The
Committee may designate an individual Committee member to pre-approve
audit and permissible non-audit services, provided that such approvals
be presented to the full Committee at the next scheduled meeting.

* The Committee shall recommend to the Board whether, based on the reviews
and discussions referred to above, the financial statements should be
included in the Company's Annual Report on Form 10-K.

* In addition to the Code of Business Conduct adopted by the Board and
applicable to the Company's Directors, employees and agents, the
Committee shall establish and administer an additional code of ethics
specifically for senior financial officers of the Company. The code of
ethics shall satisfy applicable SEC requirements and encompass such
standards as are reasonably necessary to promote honest and ethical
conduct; full, fair, accurate, timely and understandable SEC
disclosures; and compliance with governmental rules and regulations. The
Audit Committee shall have sole authority to modify the code of ethics,
and any such modification shall be subject to public disclosure in
accordance with applicable Nasdaq or SEC requirements. The senior
financial officers of the Company shall be required to fully comply with
the code of ethics, subject to any express waiver that may be granted by
the Committee and publicly disclosed.

* The Audit Committee shall review the management of the Company's Pension
Plan and 401(K) Savings Plan. At least once a year the Audit Committee
will meet with Management to review investment performance.

COMPLAINT PROCEDURES:

Any issue of significant financial misconduct shall be brought to the
attention of the Committee for its consideration. In this connection, the
Committee shall establish procedures for (i) the receipt, retention and
treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters and (ii) the confidential,
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

The existence and nature of the reporting procedures shall be communicated
to all employees and, to the extent appropriate, to agents of the Company.
It shall be a violation of the code of ethics to intimidate or impose any
form of retribution on any employee or agent who utilizes such reporting
system in good faith to report suspected violations (except that
appropriate action may be taken against such employee or agent if such
individual is one of the wrongdoers).

October 2002

APPENDIX B

HELIX TECHNOLOGY CORPORATION

1996 EQUITY INCENTIVE PLAN

(As Amended and Restated)

1. Purpose

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

The Plan was originally established in 1996 and is hereby being amended and
restated.

2. Definitions

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

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

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

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

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

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

"Company" means Helix Technology Corporation.

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

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

"Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the
Committee in good faith or in the manner established by the Committee from
time to time, and in the case of the grant of any Incentive Stock Option,
also determined in accordance with Section 422 of the Code.

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

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

"Option" - See Section 6(a).

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

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

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

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

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

3. Administration

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

4. Eligibility

All employees and, in the case of Awards other than Incentive Stock Options
under Section 6, consultants of the Company or any Affiliate, capable of
contributing significantly to the successful performance of the Company, are
eligible to be Participants in the Plan. Incentive Stock Options may be
granted only to eligible employees of the Company or its Affiliates.

5. Stock Available for Awards

(a) Amount. Subject to adjustment under subsection (b), Awards may be made
under the Plan for up to 1,800,000 shares of Common Stock. If any Award
expires or is terminated unexercised or is forfeited or settled in cash or in
a manner that results in fewer shares outstanding than were awarded, the
shares subject to such Award, to the extent of such expiration, termination,
forfeiture or decrease, shall again be available for award under the Plan;
provided, however, that the maximum number of shares which may be issued as
the result of

the exercise of Incentive Stock Options may not exceed 1,800,000 shares.
Common Stock issued through the assumption or substitution of outstanding
grants from an acquired company shall not reduce the shares available for
Awards under the Plan. Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

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

(c) Limit on Individual Grants. The maximum number of shares of Common
Stock subject to Options and Stock Appreciation Rights that may be granted to
any Participant in the aggregate in any calendar year shall not exceed
200,000 shares taking into account Awards granted and terminated or repriced
during such calendar year, subject to adjustment under subsection (b).

6. Stock Options

(a) Grant of Options. Subject to the provisions of the Plan, the Committee
may grant options ("Options") to purchase shares of Common Stock (i)
complying with the requirements of Section 422 of the Code or any successor
provision and any regulations thereunder ("Incentive Stock Options"), and
(ii) not intended to comply with such requirements ("Nonstatutory Stock
Options"). The Committee shall determine the number of shares subject to each
Option and the exercise price therefor, which shall not be less than 100% of
the Fair Market Value of the Common Stock on the date of grant. No Incentive
Stock Option may be granted hereunder after February 14, 2006.

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

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

7. Stock Appreciation Rights

(a) Grant of SARs. Subject to the provisions of the Plan, the Committee
may grant rights to receive any excess in value of shares of Common Stock
over the exercise price ("Stock Appreciation Rights" or "SARs") in

tandem with an Option (at or after the award of the Option), or alone and
unrelated to an Option. SARs in tandem with an Option shall terminate to the
extent that the related Option is exercised, and the related Option shall
terminate to the extent that the tandem SARs are exercised. The Committee
shall determine at the time of grant or thereafter whether SARs are settled
in cash, Common Stock or other securities of the Company, Awards or other
property.

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

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

8. Restricted Stock

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

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

9. General Provisions Applicable to Awards

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

(b) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent

with the provisions of the Plan as the Committee considers necessary or
advisable to achieve the purposes of the Plan or to comply with applicable
tax and regulatory laws and accounting principles.

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

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

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

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

(g) Loans. The Committee may not authorize the making of loans to
Participants in connection with the grant or exercise of any Award under the
Plan.

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

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

(j) Amendment of Award. The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same
or a different type, changing the date of exercise or realization and
converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that the

Participant's consent to such action shall be required unless the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

10. Miscellaneous

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

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

(c) Effective Date. Subject to the approval of the stockholders of the
Company, the amendment and restatement of the Plan shall be effective on
April 16, 2003.

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

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

This Plan, as amended and restated, was approved by the Board of Directors on
January 29, 2003.

This Plan, as amended and restated, was approved by the stockholders on
_________________.

717-PS-03

DETACH HERE

PROXY

HELIX TECHNOLOGY CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert J. Lepofsky and Beverly L. Armell
and each of them as Proxies of the undersigned, each with the power to
appoint a substitute, and hereby authorizes each of them to represent the
undersigned at the Annual Meeting of Stockholders to be held on April 16,
2003, or any adjournment thereof, and there to vote all the shares of Helix
Technology Corporation held of record by the undersigned on March 5, 2003,
as directed on the reverse side hereof. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES AND FOR APPROVAL OF THE AMENDED AND
RESTATED 1996 EQUITY INCENTIVE PLAN. If any nominee for Director is unable
or unwilling to serve, the shares represented hereby will be voted for
another person in accordance with the judgment of the Proxies named herein.

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

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

HELIX TECHNOLOGY CORPORATION
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDIOSN, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.

1. Election of Directors.

NOMINEES: (01) Gideon Argov, (02) Frank Gabron, (03) Robert H. Hayes,
(04) Robert J. Lepofsky, (05) Marvin G. Schorr,
(06) Alfred Woollacott, III, (07) Mark S. Wrighton

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] _______________________________________
For all nominees except as noted above.

FOR AGAINST ABSTAIN
2. To Approve the Amended and Restated [ ] [ ] [ ]
1996 Equity Incentive Plan

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

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

Signature: _______________ Date: ______ Signature: _______________ Date: ______