HELIX TECHNOLOGY CORPORATION
                         Mansfield Corporate Center
                            Nine Hampshire Street
                          Mansfield, MA 02048-9171
                Telephone (508) 337-5111--Fax (508) 337-5175 
 
                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                               April 24, 1996

      The Annual Meeting of Stockholders of the Company will be held on 
April 24, 1996, at 11:00 a.m. at the Bank of Boston, 100 Federal Street, 
Boston, Massachusetts, for the following purposes: 
 
      1.   To elect a Board of Directors. 
      2.   To consider and approve the Company's 1996 Equity Incentive Plan. 
      3.   To consider and approve the Company's 1996 Stock Option Plan for 
           Non-Employee Directors. 
      4.   To ratify the appointment of Coopers & Lybrand, L.L.P.  as the 
           Company's independent accountants for the current fiscal year. 
      5.   To transact such other business as may properly come before the 
           meeting. 

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

                                       Beverly L. Armell
                                       Secretary 
 
Mansfield, Massachusetts 
March 25, 1996 

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


                        HELIX TECHNOLOGY CORPORATION
                         Mansfield Corporate Center
                            Nine Hampshire Street
                          Mansfield, MA 02048-9171
                Telephone (508) 337-5111--Fax (508) 337-5175
 
                               PROXY STATEMENT
 
      This Proxy Statement is furnished in connection with the solicitation 
of Proxies by the Directors of the Company for use at the Annual Meeting of 
Stockholders of the Company to be held at the Bank of Boston, 100 Federal 
Street, Boston, Massachusetts, on April 24, 1996, at 11:00 a.m., and any 
adjournments thereof. The matters to be considered and acted upon at the 
meeting are set forth in the attached Notice of Annual Meeting. This Proxy 
Statement, the Notice of Annual Meeting, and the form of Proxy will first be 
sent to stockholders on or about March 25, 1996.  
 
      The record date for the determination of stockholders entitled to 
notice of and to vote at the meeting has been fixed by the Board of 
Directors as the close of business on March 18, 1996. As of that date there 
were 9,796,144 shares of Common Stock, $1.00 par value per share (the 
"Common Stock"), of the Company outstanding and entitled to vote at the 
meeting. Each share of Common Stock is entitled to one vote on each of the 
matters listed in the Notice of Annual Meeting. 
 
      If the accompanying Proxy is signed and returned, the shares 
represented by the Proxy will be voted as specified in the Proxy. Where no 
choice is specified, the Proxy will be voted FOR all nominees for the Board 
of Directors, FOR the approval of the Company's 1996 Equity Incentive Plan, 
FOR the approval of the Company's 1996 Stock Option Plan for Non-Employee 
Directors, FOR the appointment of Coopers & Lybrand, L.L.P. and in 
accordance with the judgment of the persons named in the form of Proxy as to 
any other business as may properly come before the meeting. Stockholders who 
execute Proxies may revoke them by notifying Beverly L. Armell, the 
Secretary of the Company, at any time prior to the voting of the Proxies. 
 
                                PROPOSAL ONE
 
                       ELECTION OF BOARD OF DIRECTORS
 
Nominees 
 
      A board of seven (7) Directors will be elected by stockholders 
represented and entitled to vote at the meeting. Each Director shall be 
elected by a plurality of the votes cast at the Annual Meeting. Votes 
withheld, abstentions and non-votes (where a broker or nominee does not 
exercise discretionary authority to vote on a matter) will not be 
counted.Directors will serve until the next Annual Meeting of Stockholders 
and until their successors have been elected and qualified. Management does 
not contemplate that any of the nominees will be unable to serve as a 
Director for any reason, but if that should occur, the persons named in the 
form of Proxy shall have the right to vote according to their judgment for 
another person instead of such unavailable nominee. THE BOARD OF DIRECTORS 
RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF MESSRS.GABRON, 
BERMAN, LAUENSTEIN AND LEPOFSKY AND DRS. SCHORR, SKINNER AND WRIGHTON TO THE 
BOARD OF DIRECTORS. 
 
      The following information (except insofar as it is within the 
knowledge of the Company) has been obtained from the nominees:  
 


                                                                Shares of 
                                                                Common Stock 
                                                                of the Company 
                            Principal                           Beneficially       Percent 
                            Occupation                Director  Owned as of        of Shares 
Name                   Age  or Employment             Since     March 18, 1996(1)  Outstanding 
- ----------------------------------------------------------------------------------------------
 
                                                                    
R. Schorr Berman*      47   Administrator and         1993      1,541,150(2)       15.73% 
                            Chief Executive Officer 
                            of Memorial Drive Trust, 
                            a Qualified Tax-Exempt 
                            Retirement Trust, and 
                            President and Chief 
                            Executive Officer of 
                            MDT Advisers, Inc. 
 
Frank Gabron*          65   Chairman of the Board     1980         98,900(3)        1.01% 
                            of the Company 
 
Milton C. Lauenstein   70   Chairman of the Board     1977         68,000(4)          ** 
                            Telequip Corporation 
 
Robert J. Lepofsky*    51   President and Chief       1987        294,500(5)   	    2.96% 
                            Executive Officer of 
                            the Company 
 
Marvin G. Schorr       71   Chairman of the Board     1982         54,400             ** 
                            Landauer, Inc., 
                            Tech/Ops Sevcon, Inc., 
                            and Tech/Ops Corporation 
 
Wickham Skinner        72   Professor Emeritus        1972         37,000             ** 
                            Harvard Business 
                            School 
 
Mark S. Wrighton       46   Chancellor                1990          3,200             ** 
                            Washington University, 
                            St. Louis 
<FN> 
- ------------------- 
<F1> *     Member of the Executive Committee. 
<F2> **    Less than 1 percent of shares outstanding. 
<F3> (1)   Includes shares of Common Stock owned by spouses and minor children 
           of the named individuals and shares of Common Stock held by custodians 
           for the benefit of such minor children. Depending on the facts of the 
           individual case, beneficial ownership as to such shares may be 
           disclaimed. Also includes shares that each named individual has the right 
           to acquire within 60 days from March 18, 1996, through the exercise of 
           options. The amounts listed include shares under such options as follows: 
           Mr. Berman, 4,000; Mr. Gabron, 8,000; Mr. Lepofsky, 140,000; Dr. Skinner, 
           8,000; and Dr. Wrighton, 2,000. 
<F4> (2)   Includes 1,530,400 shares owned by Memorial Drive Trust of which 
           Mr. Berman is Administrator and Chief Executive Officer and with respect 
           to which he has shared voting and investment power (see "Stockholdings of 
           Principal Stockholders and Management" below). Also includes 1,800 shares 
           owned by Acorn Trust, of which Mr. Berman is trustee and with respect to 
           which he has shared voting and investment power. Mr. Berman disclaims 
           beneficial ownership of these shares.
<F5> (3)   Includes 60,000 shares owned by Mr. Gabron's wife, with respect to 
           which shares Mr. Gabron disclaims beneficial ownership.
<F6> (4)   Includes 20,000 shares owned by a revocable trust for the benefit 
           of Mr. Lauenstein and 8,000 shares owned by a revocable trust for the 
           benefit of Mr. Lauenstein's wife. Also includes 40,000 shares owned by a 
           charitable remainder trust, of which Mr. Lauenstein is a trustee. 
<F7> (5)   Includes 20,000 shares held by Mr. Lepofsky as trustee for his 
           children, with respect to which shares Mr. Lepofsky disclaims beneficial 
           ownership. 
</FN>

 
      Mr. Gabron has served as Chairman of the Board since January 1981. He 
served as President of the Company from November 1980, to February 1987, and 
Chief Executive Officer of the Company from November 1980, to December 1988. 
 
      Mr. Berman has served as Administrator and Chief Executive Officer of 
Memorial Drive Trust since 1992, and has also served as President of MDT 
Advisers, Inc., an investment and asset management company, since 1988, and, 
additionally, as Chief Executive Officer since 1993. From 1988 to 1992, Mr. 
Berman served as Assistant Administrator of Memorial Drive Trust. He 
currently serves as a Director of Arch Communications Group, Inc. In 
addition, he serves on the boards of several privately held firms. 
 
      Mr. Lauenstein is a management consultant. He served as Chairman of 
the Board of the Company from May 1979 to January 1981, and currently serves 
as Director of Tech/Ops Sevcon, Inc., and as Chairman of the Board of 
Telequip Corporation. 
 
      Mr. Lepofsky has served as President of the Company since February 
1987, and as Chief Executive Officer of the Company since January 1989. He 
was Chief Operating Officer of the Company from December 1982 to December 
1988, and was Senior Vice President from December 1982 to February 1987. 
Prior to December 1982, Mr. Lepofsky was a Vice President of the Company for 
two years. 
 
      Dr. Schorr was President and Chief Executive Officer of Tech/Ops, 
Inc., from 1962 to 1987 and Chairman of the Board of that Company from 1981 
to 1987. In 1987 Tech/Ops was reorganized into three companies: Landauer, 
Inc., Tech/Ops Sevcon, Inc., and Tech/Ops Corporation, of which the former 
two are publicly owned and the latter is privately owned. Dr. Schorr is 
Chairman of the Board of Directors of all three companies, which are 
manufacturers of technology-based products and services. 
 
      Dr. Skinner is the James E. Robison Professor of Business 
Administration Emeritus at the Graduate School of Business Administration, 
Harvard University, where he was a Professor for over 25 years. He serves as 
a Director of Wilevco, Inc., and United Timber. 
 
      Dr. Wrighton is Chancellor of Washington University in St. Louis. He 
was Provost of Massachusetts Institute of Technology from 1990 until 1995, 
and holds the Ciba-Geigy Chair in Chemistry at M.I.T. He joined the faculty 
at M.I.T. in 1972 as Assistant Professor of Chemistry, was appointed 
Associate Professor in 1976 and Professor in 1977. From 1981 until 1989, he 
held the Frederick G. Keyes Chair in Chemistry and was Head of the 
Department of Chemistry from 1987 until 1990. Dr. Wrighton also serves as 
Director of Ionics, Inc., and O.I.S. Optical Imaging Systems, Inc. 
 
Committees of the Board
 
      The Board of Directors has an Audit Committee consisting of Messrs. 
Berman, Gabron and Lauenstein, and a Human Resources and Compensation 
Committee consisting of Drs. Schorr, Skinner and Wrighton. The functions of 
the Audit Committee are to review the engagement of auditors, including the 
fee, scope, and timing of the audit and any other services rendered; to 
review policies and procedures with respect to internal controls; and to 
review the financial reporting process. The functions of the Human Resources 
and Compensation Committee include the review and approval of executive 
compensation and the administration and supervision of the Company's stock 
option and restricted stock plans. The Company does not have a nominating 
committee. 
 
      During the year ended December 31, 1995, the Board of Directors held 
six meetings, the Audit Committee held three meetings and the Human 
Resources and Compensation Committee held three meetings. During the year, 
all Directors other than Mr. Lauenstein attended at least 75 percent of the 
aggregate of the total number of meetings of the Board of Directors and the 
total number of meetings held by all Committees of the Board on which they 
served. 
 
                           EXECUTIVE COMPENSATION
 
      The following table provides certain summary information concerning 
compensation paid by the Company for services in all capacities for fiscal 
years ended December 31, 1995, 1994 and 1993, to the Company's Chief 
Executive Officer and each of the four other most highly compensated 
Executive Officers of the Company (all five hereinafter referred to as the 
"Named Executive Officers"):
 
                         SUMMARY COMPENSATION TABLE
 


                                                         Long-Term 
                                                         Compensation 
                                                         Awards
                                                         ------------ 
                                                         Securities 
                                    Annual Compensation  Underlying 
                                    -------------------	 Stock Options  All Other
Name and Principal Position  Year   Salary    Bonus      (Shares)    	Compensation(1) 
- ---------------------------------------------------------------------------------------
 
                                                         
Robert J. Lepofsky           1995   $300,000  $125,000        -         $ 5,944 
 President &                 1994    270,000    95,000        -           5,755 
 Chief Executive Officer     1993    245,000    95,000        -          15,977
 
Gerald J. Fortier            1995    170,000    25,000        -           5,589 
 Vice President              1994    160,000    24,000    8,000           5,132 
                             1993    156,000    20,000        -          17,830 
 
Robert E. Anastasi           1995    145,000    60,000        -           4,831 
 Vice President              1994    132,000    40,000    8,000           4,781 
                             1993    118,000    47,000        -          13,656 
 
Ellen S. Nelson              1995    125,000    40,000   10,000           3,696
 Vice President              1994    110,000    33,000   12,000           2,596 
                             1993     76,923    20,000   10,000              50 
 
Stephen D. Allison           1995    109,096    35,000    7,500             419 
 Vice President &
 Chief Financial Officer 

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

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



                                                                         Potential Realizable Value at 
                     Number of   Percentage of                           Assumed Annual Rates of 
                     Securities  Total Options                           Stock Price Appreciation for 
                     Underlying  Granted to     Exercise                 Option Term(3) 
                     Options     Employees in   Price        Expiration  -----------------------------
Name                 Granted     Fiscal 1995    (per share)  Date        5%($)     10%($)
- ------------------------------------------------------------------------------------------------------
 
                                                                 
Ellen S. Nelson      10,000(1)   57%            $16.75       02/15/2005  $105,000  $267,000 
 
Stephen D. Allison    7,500(2)   43%            $27.875      04/19/2005   131,000   333,000 
 
<FN>
- -------------------- 
<F1>  These options are exercisable in four equal annual cumulative 
      installments beginning one year from the date of grant, which was 
      February 16, 1995. 
<F2>  These options are exercisable in four equal annual cumulative 
      installments beginning one year from the date of grant, which was April 
      20, 1995. 
<F3>  The 5% and 10% rates used are mandated by the Securities and 
      Exchange Commission. The actual value, if any, that an executive may 
      realize will depend on the excess of the stock price over the exercise 
      price on the date the option is exercised, so that there is no assurance 
      the value realized by an executive will be at or near the values 
      calculated by using these assumed appreciation rates. 
</FN>

 
                 STOCK EXERCISES AND FISCAL YEAR-END VALUES
 
      The following table provides information with respect to the Named 
Executive Officers concerning the exercise of options during the last fiscal 
year and the value of unexercised options held as of the end of the last 
fiscal year, December 31, 1995. 
 


                                               Number of Securities 
                                               Underlying Unexercised      Value of Unexercised 
                                               Options Held at             In-the-Money Options at 
                     Shares                    December 31, 1995           December 29, 1995(2)
                     Acquired on  Value        --------------------------  --------------------------
Name                 Exercise     Realized(1)  Exercisable  Unexercisable  Exercisable  Unexercisable
- -----------------------------------------------------------------------------------------------------
 
                                                                      
Robert J. Lepofsky   160,000      $4,870,000   100,000      200,000(3)     $3,293,750   $6,975,000 
 
Gerald J. Fortier          -               -    23,000        4,000           760,240      122,240 
 							      
Robert E. Anastasi    18,000         456,115         -        4,000                 -      122,240 
 
Ellen S. Nelson            -               -    13,500       18,500           429,679      480,466 
 
Stephen D. Allison         -               -         -        7,500                 -       77,813 

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

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



      Average Qualified    Estimated Annual Pension
      Annual Compensation  Based on Years of Service Indicated 
      on which Retirement  --------------------------------------
      Benefits Are Based   10 Years  20 Years  30 Years  40 Years 
      -----------------------------------------------------------
 
                                             
      $ 50,000             $ 7,945   $15,890   $22,362   $27,362 
       100,000              17,445    34,890    48,612    58,612 
       150,000              26,945    53,890    74,862    89,862 

 
      Compensation covered by the Plan includes salary and commissions but 
excludes bonuses or incentive awards, if any. Benefits under the Plan as set 
forth above are determined on a straight-life annuity basis based upon years 
of participation completed after December 31, 1978, and highest consecutive 
60-month average compensation during the last 120 months of employment and 
are integrated with Social Security benefits. As of December 31, 1995, 
Messrs. Lepofsky, Fortier and Anastasi each had accrued 17 years of benefit 
service under the Plan and Ms. Nelson had accrued 1.9 years of such service. 
 
      Defined Contribution Plan. On February 10, 1994, the Board of 
Directors decided, beginning in 1994, to discontinue future contributions to 
the Company's Defined Contribution Plan. Because the primary purpose of the 
Plan is to fund retirement benefits under the Pension Plan, this 
discontinuation of contributions to the Defined Contribution Plan will have 
little effect on the benefits available to employees who retire from the 
Company. In addition, all employees with an account balance in the Defined 
Contribution Plan were vested as of January 1, 1994, regardless of years of 
service. The Company now funds the Pension Plan directly and not by way of 
the Defined Contribution Plan. 
 
      Supplemental Key Executive Retirement Plan. In 1992 the Company 
adopted a Supplemental Key Executive Retirement Plan which is designed to 
supplement benefits paid to participants under Company-funded tax-qualified 
retirement plans which benefits are otherwise limited with respect to highly 
paid employees by the Internal Revenue Code. In general, the plan provides 
that participants with 25 or more years of service will receive a 
supplemental annual pension from the Company equal to 50 percent of the 
greater of such participant's (i) average compensation (as described under 
"Pension Plan" above) or (ii) actual compensation during the 12 months prior 
to retirement, less all Company-funded retirement benefits. Benefits under 
the plan are reduced for participants with less than 25 years of service. In 
1994, the Board of Directors included several key executives in this plan 
and the Company recorded additional retirement costs of $130,000 in 
connection with the plan in 1995. 
 
                        COMPENSATION COMMITTEE REPORT
 
      The Human Resources and Compensation Committee of the Board of 
Directors (the "Committee") is composed of three independent, disinterested 
Directors who are not employees of the Company. The Committee regularly 
reviews and approves generally all compensation and fringe benefit programs 
of the Company and also reviews and determines the actual compensation of 
the Named Executive Officers, as well as all stock option grants and 
restricted stock awards to all employees. All compensation actions taken by 
the Committee are reported to and approved by the full Board of Directors, 
excluding employee Directors. The Committee also reviews and makes 
recommendations to the Board on policies and programs for the development of 
management personnel and management structure and organization. The 
Committee reviews and administers the Company's 1981 Stock Option Plan and 
the Company's 1985 Restricted Stock Plan. If approved by the stockholders, 
the Committee will review and administer the Company's 1996 Equity Incentive 
Plan, which will replace the Company's 1981 Stock Option Plan and the 
Company's 1985 Restricted Stock Plan with respect to future equity awards. 
If also approved by the stockholders, the Committee will review and 
administer the Company's 1996 Stock Option Plan for Non-Employee Directors, 
which will replace the Company's 1992 Stock Option Plan for Non-Employee 
Directors with respect to future equity awards. The Committee regularly 
reviews Executive Compensation Reports prepared by independent organizations 
in order to evaluate the appropriateness of its Executive Compensation 
Program. 
 
      The Committee uses its base salary and performance-based bonus program 
for the Named Executive Officers to enhance short-term profitability and 
stockholder value and uses stock options and restricted stock awards to 
enhance long-term growth in profitability, return on equity and stockholder 
value. In order to meet these objectives, the Committee first sets base 
salaries for the Named Executive Officers based on a review of base salaries 
among competitive peer groups and then sets target bonus awards comprising 
about 15 to 35 percent of total target compensation depending upon the 
position being reviewed. The Committee reviews the Company's annual 
performance plan and the individual goals and objectives of each Named 
Executive Officer for the ensuing fiscal year and sets incentive target 
bonus awards which are directly linked to the short-term financial 
performance of the Company as a whole and to the specific annual goals and 
objectives of each Named Executive Officer. In February of each year, the 
Committee meets to review the performance of the Company and the performance 
of the Chief Executive Officer and each Named Executive Officer in relation 
to the Company's performance plan for the fiscal year then ended and in 
relation to the goals set for the Chief Executive Officer and each Named 
Executive Officer and awards bonuses accordingly. The Committee then sets 
base salaries and target bonus awards for the next fiscal year. The 
Committee has discretion to reward extraordinary accomplishments with 
special bonuses. In this process the Committee first meets with the Chief 
Executive Officer to review the performance of the Company and the 
performance of each Named Executive Officer and then meets in an executive 
session to review the performance of all the Named Executive Officers, 
including the Chief Executive Officer. 
 
      In addition to salaries and incentive bonuses, the Committee also 
grants stock options to Named Executive Officers and other key employees of 
the Company in order to focus the efforts of these employees on the long-
term enhancement of profitability and stockholder value. In 1989 the 
Committee granted a performance-related stock option for the purchase of 
400,000 shares of Common Stock to the Chief Executive Officer which becomes 
exercisable ratably over 10 years, but only to the extent that the Company's 
earnings and return on equity increase over certain base levels. This option 
was granted under the Company's 1981 Employee Stock Option Plan. 
 
      The Committee believes that the foregoing combination of base 
salaries, incentive bonuses, stock options and performance-related stock 
options have helped develop a Senior Management Group dedicated to achieving 
significant improvement in both the short-term and long-term financial 
performance of the Company. 
 
      The foregoing report has been furnished by the three members of the 
Human Resources and Compensation Committee-Dr. Marvin G. Schorr (Chairman), 
Dr. Wickham Skinner and Dr. Mark S. Wrighton.
 
                 STOCKHOLDER RETURN PERFORMANCE PRESENTATION
 
      Set forth below is a line graph comparing the change in the cumulative 
total stockholder return of the Company's Common Stock against the change in 
the cumulative total return of the S&P High Technology Composite Index and 
the Nasdaq Composite Index for the period of five fiscal years ending 
December 31, 1995. 




                           1990   1991   1992   1993   1994   1995
                           ---------------------------------------

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


                           DIRECTORS' COMPENSATION
 
      A Director who is also a full-time employee of the Company receives no 
additional compensation for services as a Director. During 1995, each non-
employee Director received an annual retainer fee of $21,000 ($22,000 for 
Committee Chairmen) payable in four equal quarterly installments. This 
Directors' compensation policy has been in effect for two years. 
 
      In addition, the Company has a stock option plan (the "1992 Directors' 
Plan") covering its non-employee Directors. Under the terms of the 1992 
Directors' Plan, each non-employee Director, when first elected a Director 
at an Annual Meeting of Stockholders, receives an option to acquire 10,000 
shares of Common Stock of the Company at a purchase price equal to fair 
market value on that date. Options are exercisable beginning at the date of 
grant in cumulative installments of 2,000 shares each, the remaining 
installments becoming exercisable upon each further re-election as a 
Director of the Company. 
 
      The stockholders are being asked to consider the adoption of a new 
stock option plan for non-employee Directors of the Company (the "1996 
Directors' Plan"). If the 1996 Directors' Plan is adopted, no further grants 
will be made under the 1992 Directors' Plan. See Proposal 3 on page 17.

                            EMPLOYMENT AGREEMENT
 
      In December of 1989, the Company entered into an employment agreement 
with Mr. Lepofsky, which runs through December 31, 1999, at a minimum annual 
salary which is currently at $330,000. The agreement provides for annual 
incentive awards in amounts to be determined by the Human Resources and 
Compensation Committee and salary continuation for the shorter of two years 
or the entire length of the agreement in the event (i) Mr. Lepofsky 
terminates his agreement following a change of control of the Company not 
approved by the Board of Directors and a change in a majority of the 
Directors, or (ii) Mr. Lepofsky's employment is terminated involuntarily and 
not for cause; except that the two-year limit shall not apply in either 
event if the Company has achieved certain specified performance goals or Mr. 
Lepofsky has ceased (prior to termination) to have general charge and 
supervision of the Company. (See "Severance and Change of Control 
Arrangements" below.) The minimum annual salary may be increased from time 
to time at the discretion of the Human Resources and Compensation Committee. 
The agreement contains non-competition covenants in favor of the Company. 
The agreement also contains a non-qualified performance stock option 
granting to Mr. Lepofsky the right to purchase up to 400,000 shares of 
Common Stock of the Company at an option price of $3.375 per share. This 
option was granted under the Company's 1981 Employee Stock Option Plan. The 
option becomes exercisable in ten annual installments of up to 40,000 shares 
each, beginning on March 1, 1991, and ending on March 1, 2000, to the extent 
that the Company meets certain targets for return on equity and percentage 
increase in earnings per share over certain base levels for the prior year, 
or for an average of up to the prior three years, or for the first five 
years, or for the entire 10-year period, of the agreement. Based on 1993 
performance, options for the purchase of 40,000 shares became exercisable on 
March 1, 1994. Based on 1994 performance, options for the purchase of 40,000 
shares became exercisable on March 1, 1995. In addition, based on cumulative 
performance for the five-year period ending December 31, 1994, 120,000 
shares also became exercisable on March 1, 1995. Based on 1995 performance, 
options for the purchase of 40,000 shares became exercisable on March 1, 
1996. 
 
                SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
 
      The Company's employment agreement with Mr. Lepofsky provides for 
certain benefits in the event of involuntary termination of his employment 
not for cause or in the event he terminates his employment following a 
change of control of the Company that is not approved by the Company's Board 
of Directors, and a change in a majority of the Directors. Under Mr. 
Lepofsky's employment agreement, in the event of his involuntary termination 
not for cause, or in the event of his voluntary termination following both a 
change of control of the Company not approved by the Board of Directors, and 
a change in a majority of the Directors, Mr. Lepofsky would be entitled to 
receive base salary continuance through December 31, 1999, or for two years, 
whichever period is shorter, except that the two-year limitation shall not 
apply in the event the Company has achieved certain specified performance 
targets for return on investment and percentage increase in earnings per 
share, or in the event that Mr. Lepofsky has ceased (prior to termination) 
to have general charge and supervision of the Company. In the event of a 
change of control of the Company not approved by the Board of Directors, 
followed by a change in a majority of the Directors on the Board, Mr. 
Lepofsky would have the right to terminate his agreement and a percentage of 
all remaining installments of his 400,000 share stock option would become 
exercisable equal to the percentage of installments that had previously 
become exercisable. In the event of the involuntary termination of Mr. 
Lepofsky's employment not for cause, a percentage of up to three remaining 
40,000 share installments of his 400,000 share stock option would become 
exercisable, equal to the percentage of installments that had previously 
become exercisable. 
 
      Any compensation payable to Mr. Lepofsky contingent on a change of 
control which qualifies as a parachute payment under Section 280G of the 
Internal Revenue Code, as amended, shall be limited to the maximum amount 
that may be paid to him without any part of all of such compensation being 
deemed an excess parachute payment under that Section. Based on his current 
base salary and his agreement, Mr. Lepofsky could receive a maximum (as 
described above) of $1,155,733 under this severance arrangement.
 
                                PROPOSAL TWO
 
                 ADOPTION OF THE 1996 EQUITY INCENTIVE PLAN
                     AS AN AMENDMENT AND RESTATEMENT OF
                     THE 1981 EMPLOYEE STOCK OPTION PLAN
 
General 
 
      On February 14, 1996, the Board of Directors adopted, subject to 
stockholder approval, the 1996 Equity Incentive Plan (the "Plan") as an 
amendment and restatement of the Company's 1981 Employee Stock Option Plan 
(the "1981 Plan"). If the Plan is approved by stockholders, the Plan will 
supersede the 1981 Plan, the separate existence of which shall terminate on 
the effective date of the Plan. The rights and privileges of the holders of 
outstanding options under the 1981 Plan will not be affected. The purpose of 
the Plan is to attract and retain key employees and consultants of the 
Company and its affiliates, to provide an incentive for them to achieve 
long-range performance goals, and to enable them to participate in the long-
term growth of the Company. The Plan will be administered by one or more 
committees (each a "Committee") of not less than three members of the Board 
of Directors appointed by the Board of Directors to administer the Plan or a 
specified portion thereof. 
 
      The following summary of the Plan is qualified by reference to the 
full text of the Plan attached as Appendix A to this Proxy Statement. 
 
Proposed Amendments to the 1981 Plan 
 
      Approval of the Plan would amend the 1981 Plan to (a) increase the 
number of shares of Common Stock subject to grants by 370,924 shares (not to 
exceed 400,000 shares of Common Stock in the aggregate), (b) expand the 
types of awards and the flexibility of the Committee to fix the terms and 
conditions of awards available to be granted and (c) specify a limit on the 
maximum number of shares in the aggregate in any calendar year with respect 
to which stock options and stock appreciation rights ("SARs") may be made to 
any participant under the Plan. The Board of Directors believes the increase 
in shares is needed to ensure that a sufficient number of shares are 
available to be issued under the Plan in the future and that the additional 
types of awards will provide needed flexibility in structuring appropriate 
equity incentives for key employees of the Company and its affiliates. 
 
Shares Subject to Awards 
 
      As of March 18, 1996, 29,076 shares were available for awards under 
the 1981 Plan. The proposed Plan would make an additional 370,924 shares 
available for award, for a total of 400,000 shares available under the Plan. 
The number and kind of shares are subject to adjustment to reflect stock 
dividends, recapitalizations or other changes affecting the Common Stock. If 
any outstanding or future award expires or is terminated unexercised or 
settled in a manner that results in fewer shares outstanding than were 
initially awarded, the shares which would have been issuable will again be 
available for award under the Plan. The closing price of the Common Stock on 
the Nasdaq National Market System on March 18, 1996, was $27.25. 
 
Description of Awards 
 
      The 1981 Plan currently provides for the granting of awards in the 
form of stock options. In addition to these awards, the amended Plan would 
permit the grant of restricted stock and stock appreciation rights ("SARs"). 
As amended, the Plan would provide the following three basic types of 
awards: 
 
            Stock Options. The Committee may grant incentive stock options 
      eligible for special tax treatment under Section 422 of the Internal 
      Revenue Code of 1986, as amended, or non-statutory stock options. The 
      Committee will determine the option price and exercise period of each 
      option granted, provided that the option price may not be less than 
      100% of the fair market value of the Common Stock on the date of 
      grant. No incentive stock option may be granted under the Plan more 
      than ten years after the effective date thereof. An option may be 
      exercised by the payment of the option price in whole or in part in 
      cash or, to the extent permitted by the Committee, by delivery of a 
      note or shares of Common Stock owned by the participant valued at 
      their fair market value on the date of delivery, or such other lawful 
      consideration as the Committee may determine. 
 
            Stock Appreciation Rights. The Committee may grant SARs where 
      the participant receives cash, shares of Common Stock or other 
      property, or a combination thereof, as determined by the Committee, 
      equal in value to the excess in value of shares of Common Stock over 
      the exercise price of the SAR on the date of exercise. SARs may be 
      granted in tandem with options (at or after award of the option) or 
      alone and unrelated to an option. SARs in tandem with an option 
      terminate to the extent that the related option is exercised, and the 
      related option terminates to the extent that the tandem SAR is 
      exercised. The exercise price of an SAR may not be less than 100% of 
      the fair market value of the Common Stock on the date of grant or in 
      the case of a tandem SAR, the exercise price of the related option. In 
      the case of those tandem SARs which can only be exercised during 
      limited periods following a change in control of the Company, the 
      participant would be entitled to receive an amount based upon the 
      highest price paid or offered for the Common Stock in any transaction 
      relating to the change in control or paid during a specified period 
      immediately preceding the change in control.
 
            Restricted Stock. The Committee may grant shares of Common Stock, 
      subject to forfeiture, for no cash consideration or for such minimum 
      consideration as may be required by applicable law. With respect to any 
      restricted stock grant, the Committee has full discretion to determine
      the number of shares subject to the grant, the consideration to be paid
      by the participant, the conditions under which the shares may be
      forfeited to the Company and the other terms and conditions of the grant.
 
      Awards under the Plan shall contain such terms and conditions not 
inconsistent with the Plan as the Committee in its discretion approves. The 
Committee has discretion to administer the Plan in the manner which it 
determines, from time to time, is in the best interest of the Company. For 
example, the Committee will fix the terms of stock options, SARs and 
restricted stock grants and determine whether, in the case of options and 
SARs, they may be exercised immediately or at a later date or dates. Awards 
may be granted subject to conditions relating to continued employment and 
restrictions on transfer. The Committee may provide, at the time an award is 
made or at any time thereafter, for the acceleration of a participant's 
rights or cash settlement upon a change in control of the Company. The terms 
and conditions of awards need not be the same for each participant. The 
foregoing examples illustrate, but do not limit, the manner in which the 
Committee may exercise its authority in administering the Plan.

      The maximum aggregate number of shares subject to stock options or 
SARs that may be granted to a participant in any calendar year is 100,000 
shares. Incorporation of this limit is intended to qualify stock options and 
SARs as performance-based compensation that is not subject to the $1 million 
limit on deductibility for federal income tax purposes of compensation paid 
to certain senior officers. 
 
Amendment 
 
      The Board has authority to amend, suspend or terminate the Plan or any 
portion thereof without stockholder approval unless such approval is 
necessary to comply with any applicable tax or regulatory requirement. The 
Committee has authority to amend outstanding awards, including changing the 
date of exercise and converting an incentive stock option to a non-statutory 
option, if the Committee determines that such action would not adversely 
affect the participant. The Plan has no expiration date. 
 
Federal Income Tax Consequences Relating to Stock Options 
 
      The Company has been advised by Palmer & Dodge, counsel to the 
Company, that, under the federal tax laws, options granted under the Plan 
will be treated as follows: 
 
            Incentive Stock Options. An optionee does not realize taxable 
      income upon the grant or exercise of an ISO under the Plan. If no 
      disposition of shares issued to an optionee pursuant to the exercise 
      of an ISO is made by the optionee within two years from the date of 
      grant or within one year from the date of exercise, then (a) upon sale 
      of such shares, any amount realized in excess of the option price (the 
      amount paid for the shares) is taxed to the optionee as long-term 
      capital gain and any loss sustained will be a long-term capital loss 
      and (b) no deduction is allowed to the Company for federal income tax 
      purposes. The exercise of ISOs gives rise to an adjustment in 
      computing alternative minimum taxable income that may result in 
      alternative minimum tax liability for the optionee. If shares of 
      Common Stock acquired upon the exercise of an ISO are disposed of 
      prior to the expiration of the two-year and one-year holding periods 
      described above (a "disqualifying disposition") then (a) the optionee 
      realizes ordinary income in the year of disposition in an amount equal 
      to the excess (if any) of the fair market value of the shares at 
      exercise (or, if less, the amount realized on a sale of such shares) 
      over the option price thereof and (b) the Company is entitled to 
      deduct such amount. Any further gain realized is taxed as a short- or 
      long-term capital gain and does not result in any deduction to the 
      Company. A disqualifying disposition in the year of exercise will 
      generally avoid the alternative minimum tax consequences of the 
      exercise of an ISO. 
 
            Non-Statutory Stock Options. No income is realized by the 
      optionee at the time a non-statutory option is granted. Upon exercise, 
      (a) ordinary income is realized by the optionee in an amount equal to 
      the difference between the option price and the fair market value of 
      the shares on the date of exercise and (b) the Company receives a tax 
      deduction for the same amount. Upon disposition of the shares, 
      appreciation or depreciation after the date of exercise is treated as 
      a short- or long-term capital gain or loss and will not result in any 
      deduction by the Company. 
 
Vote Required 
 
      Approval of the Plan will require the affirmative vote of a majority 
of the shares of Common Stock present or represented and entitled to vote at 
the meeting. Broker non-votes will not be counted as present or represented 
for this purpose. Abstentions will be counted as present and entitled to 
vote and accordingly will have the effect of negative votes. If the Plan is 
not approved, the Plan will not be adopted. THE BOARD OF DIRECTORS 
RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF APPROVAL OF THE PLAN.
 
                               PROPOSAL THREE
 
                   ADOPTION OF THE 1996 STOCK OPTION PLAN
                         FOR NON-EMPLOYEE DIRECTORS
 
General 
 
      On February 14, 1996, the Board of Directors adopted, subject to 
stockholder approval, the 1996 Stock Option Plan for Non-Employee Directors 
(the "1996 Directors' Plan"). If the 1996 Directors' Plan is approved by 
stockholders, the 1996 Directors' Plan will supersede the Company's 1992 
Stock Option Plan for Non-Employee Directors (the "1992 Directors' Plan"), 
and no further grants of stock options will be made under the 1992 
Directors' Plan. The rights and privileges of the holders of outstanding 
options under the 1992 Directors' Plan will not be affected. 
 
      The following summary of the 1996 Directors' Plan is qualified by 
reference to the full text of the 1996 Directors' Plan attached as Appendix 
B to this proxy statement. 
 
Summary of the 1996 Directors' Plan 
 
      The 1996 Directors' Plan provides for the issuance of options to 
eligible non-employee Directors in order to attract and retain the services 
of experienced and knowledgeable independent Directors and to provide 
additional incentive for such Directors to continue to work for the best 
interests of the Company and the stockholders through continuing ownership 
of Common Stock. An aggregate of 100,000 shares of Common Stock (subject to 
adjustments for capital changes) has been reserved for issuance under the 
1996 Directors' Plan. The 1996 Directors' Plan is administered by the 
Compensation Committee of the Board of Directors.

 
      Under the terms of the 1996 Directors' Plan, each Director of the 
Company who is not otherwise an employee of the Company or any of its 
subsidiaries and who is elected a Director at the 1996 Annual Meeting of 
Stockholders (a "Current Director") shall be granted an option, immediately 
upon stockholder approval of the 1996 Directors' Plan, to acquire 5,000 
shares of Common Stock under the 1996 Directors' Plan (a "Current Director's 
Initial Option"). Any other Director who is not otherwise an employee of the 
Company or any of its subsidiaries and who is elected a Director by the 
Board of Directors for the first time at any time after the 1996 Annual 
Meeting of Stockholders (a "New Director") shall be granted an option, 
immediately upon his or her election as a Director by the Board of 
Directors, to acquire 5,000 shares of Common Stock under the 1996 Directors' 
Plan (a "New Director's Initial Option"). Upon the expiration of any Initial 
Option pursuant to the terms of the 1996 Directors' Plan, any Director who 
is not otherwise an employee of the Company or any of its subsidiaries, who 
is still a Director of the Company on the date of such expiration, and who 
is reelected as a Director of the Company at the Annual Meeting of 
Stockholders occurring on the date of such expiration, shall be immediately 
granted a new option on such expiration date to acquire 5,000 additional 
shares of Common Stock under the 1996 Directors' Plan (an "Additional 
Option"). 
 
      Options are granted under the 1996 Directors' Plan at exercise prices 
equal to the fair market value of the Company's Common Stock at the time the 
options are granted. Fair market value shall be the mean between the high 
and low quoted selling prices per share of the Company's Common Stock on the 
date of grant as reported on the Nasdaq National Market System, or if not so 
reported, on the principal national securities exchange on which the Common 
Stock is then listed. On March 18, the fair market value of a share of 
Common Stock of the Company was $27.375. Options granted under the 1996 
Directors' Plan shall become exercisable in five cumulative 20% installments 
of 1,000 shares each. It is the intent of the 1996 Directors' Plan that for 
each non-employee Director who remains eligible, an installment of 1,000 
shares shall become exercisable immediately upon his or her election as a 
Director at each Annual Meeting of Stockholders during the term of the 1996 
Directors' Plan, excluding only the 1996 Annual Meeting of Stockholders. In 
the case of a Current Director's Initial Option, the first of five 
cumulative installments shall become exercisable immediately upon his or her 
election as a Director at the 1997 Annual Meeting of Stockholders (assuming 
approval of the 1996 Directors' Plan by the stockholders). In the case of a 
New Director's Initial Option, the first of five cumulative installments 
shall become exercisable immediately upon his or her election as a Director 
at the first Annual Meeting of Stockholders to occur after the date of grant 
of the New Director's Initial Option (assuming approval of the 1996 
Directors' Plan by the stockholders). In the case of an Additional Option, 
the first of five cumulative installments shall become exercisable 
simultaneous with the grant of such Additional Option on the expiration date 
of the Initial Option, provided that the Director is reelected at the Annual 
Meeting of Stockholders occurring on the expiration date of such Initial 
Option. 
 
      For both Initial Options and Additional Options, each further 20% 
installment of 1,000 shares shall become exercisable one at a time 
immediately following each Annual Meeting of Stockholders thereafter, 
provided such optionee continues in office as a Director of the Company at 
such time. No Current Director's Initial Option shall be exercisable later 
than the date of the sixth Annual Meeting of Stockholders following the date 
on which the Current Director's Initial Option was granted. No New 
Director's Initial Option shall be exercisable later than the date of the 
sixth Annual Meeting of Stockholders following the date on which the New 
Director's Initial Option was granted. No Additional Option shall be 
exercisable later than the date of the fifth Annual Meeting of Stockholders 
following the date on which the Additional Option was granted.

      Options and stock received upon the exercise of options may not be 
disposed of within six months following the later of the date of grant or 
approval of the 1996 Directors' Plan by the stockholders. Upon the exercise 
of an option, an option holder may pay the purchase price for the shares 
being purchased in whole or in part (i) with shares of Common Stock of the 
Company already owned for a period of at least six months by the person 
exercising the option, valued at the fair market value on the business day 
immediately prior to the date of exercise, or (ii) by check, or (iii) any 
combination of Common Stock or check. Options granted under the 1996 
Directors' Plan are non-qualified stock options. 
 
      Options are not assignable or transferrable, except in the event of 
death. If an option holder ceases to be a Director, the holder's options 
must be exercised to the extent exercisable at the time of such cessation 
prior to the date six months after such cessation (twelve months if the 
optionee died while a Director) or prior to the date the option expires, 
whichever is earlier. No options may be granted after May 31, 2006, although 
options already granted may extend beyond that date. 
 
      No amendment of the 1996 Directors' Plan by the Committee may (i) 
increase materially the benefits accruing to participants under the 1996 
Directors' Plan, (ii) increase the maximum aggregate number of shares for 
which options may be granted under the 1996 Directors' Plan or the number of 
shares for which an option may be granted to any option holder, (iii) modify 
the provisions of the 1996 Directors' Plan regarding eligibility or exercise 
price, or (iv) extend the expiration date of the 1996 Directors' Plan. In 
addition, provisions of the 1996 Directors' Plan relating to the amount, 
price and timing of options to be awarded under the 1996 Directors' Plan may 
not be amended more than once every six months, other than to conform to 
changes in the Internal Revenue Code, the Employee Retirement Income 
Security Act, or the rules issued thereunder. 
 
Tax Aspects 
 
      The Company has been advised by Palmer & Dodge, counsel to the 
Company, that, under the federal tax laws, options granted under the 1996 
Directors' Plan will be treated as follows: 
 
            Non-Qualified Stock Options. The grant of non-qualified stock 
      options, like those granted under the 1996 Directors' Plan, will not 
      result on the date of grant in either the recognition of taxable 
      income by the optionee or in a corresponding business expense 
      deduction for the Company. The option holder will, however, recognize 
      ordinary income on the date of exercise of the option in the amount by 
      which the fair market value of the purchased shares on that date 
      exceeds the option price. The fair market value of the shares on the 
      date of exercise will be the tax basis thereof for computing gain or 
      loss on any subsequent sale. At the time of exercise, the Company 
      would be entitled to a business expense deduction equal to the amount 
      of ordinary income recognized by the option holder. Any additional 
      gain or loss recognized by the option holder upon the subsequent 
      disposition of the purchased shares will be a capital gain or loss and 
      will be a long-term gain or loss if the shares are held for more than 
      one year prior to disposition. 
 
            Payment of Estimated Tax Obligations. In exercising an option, 
      an optionee may make a good faith estimate of the tax obligations (the 
      "Estimated Tax Obligations") the optionee is likely to incur as a 
      result of the exercise, and may elect (the "Election") to cause the
      Company to repurchase on the date of exercise a sufficient number of 
      shares of Common Stock to satisfy the optionee's Estimated Tax 
      Obligations. In the event of an Election, the Company shall (i) 
      calculate, for repurchase by the Company, that number of shares of 
      Common Stock equal in value to the Estimated Tax Obligations, based on 
      the fair market value of the shares on the exercise date; (ii) reduce 
      accordingly the number of shares to be distributed to the optionee 
      pursuant to the exercise; and (iii) refund to the optionee a cash 
      amount equal to the Estimated Tax Obligations. Pursuant to Section 
      16(b) of the Securities Exchange Act of 1934, no Election shall be 
      effective for an exercise date which occurs within six months of the 
      grant of the option, except that this limitation shall not apply in 
      the event the death or disability of the optionee occurs prior to the 
      expiration of the six-month period. 
 
            Exercise of Options by Exchange of Company Common Stock. When an 
      option holder exercises non-qualified options by exchanging other 
      Company Common Stock owned by the option holder ("old stock") instead 
      of, or in addition to, cash in payment of the option price: (i) no 
      gain or loss will be recognized with respect to any old stock, but 
      shares acquired upon exercise of the option will be subject to tax as 
      ordinary income as explained above; (ii) the income tax basis of the 
      portion of the shares received for the old stock will be the same as 
      the basis of the old stock, plus any amount treated as ordinary 
      income; and (iii) provided the old stock was held as a capital asset 
      on the date of exchange, the holding period of the shares received 
      will include the holding period of the old stock surrendered. 
 
Approval 
 
      Stockholder approval of the 1996 Directors' Plan is required under the 
rules under Section 16(b) of the Securities Exchange Act of 1934 in order 
for the Directors receiving options under the 1996 Directors' Plan to rely 
on the exemption from short-swing profit rules under Section 16(b) 
permitting receipt and exercise of options during any six-month period. The 
affirmative vote by the holders of a majority of the securities present, or 
represented, and entitled to vote at the meeting is required to approve the 
1996 Directors' Plan. Broker non-votes will not be counted as present or 
represented for this purpose. Abstentions will be counted as present and 
entitled to vote and, accordingly, will have the effect of a negative vote. 
In the event that stockholder approval is not received, the 1996 Directors' 
Plan will not be implemented and no options will be granted under the 1996 
Directors' Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS 
VOTE IN FAVOR OF APPROVAL OF THE 1996 DIRECTORS' PLAN. 
 
                                PROPOSAL FOUR
 
                           APPOINTMENT OF AUDITORS
 
      The Board of Directors has appointed Coopers & Lybrand, L.L.P. , 
independent accountants, to audit the Company's consolidated financial 
statements for the fiscal year ending December 31, 1996. Coopers & Lybrand, 
L.L.P. has audited the accounts of the Company for each year since 1967. THE 
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF COOPERS & 
LYBRAND, L.L.P. AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 
1996. 
  
                         STOCKHOLDINGS OF PRINCIPAL
                         STOCKHOLDERS AND MANAGEMENT
 
      The following tabulation shows as of March 18, 1996, (i) any person 
(including any partnership, syndicate, or other group) known to management 
to be the beneficial owner of more than 5 percent of any class of the 
Company's voting securities, and (ii) the total number of shares of the 
Company's voting securities beneficially owned by each Named Executive 
Officer and by all Directors and Executive Officers as a group. 
 


                                       Amount and 
          Name and Address             Nature of 
Title of  or Title                     Beneficial    Percent of 
Class     of Beneficial Owner          Ownership     Class
- ---------------------------------------------------------------
 
                                            
Common    Memorial Drive Trust         1,530,400(1)  15.62% 
          125 CambridgePark Drive 
          Cambridge, MA 02140 
 
Common    Pilgrim Baxter & Associates    931,200      9.51% 
          1255 Drummers Lane 
          Wayne, PA 19087-1590 
 
Common    Robert J. Lepofsky             294,500(2)   2.96% 
          President & Chief
          Executive Officer 
 
Common    Stephen D. Allison               2,775(2)     ** 
          Vice President & 
          Chief Financial Officer 
 
Common    Gerald J. Fortier               57,000(2)     ** 
          Vice President 
 
Common    Robert E. Anastasi              20,000(2)     ** 
          Vice President 
 
Common    Ellen S. Nelson                 21,500(2)     ** 
          Vice President 
 
Common    All Directors and Executive    668,025(2)   6.68% 
          Officers as a group(11) 

<FN>
- ------------------- 
<F1> **    Less than 1 percent of shares outstanding. 
<F2> (1)   Management has been advised that the beneficial owners have sole 
           investment and voting power with respect to the shares listed. 
<F3> (2)   Beneficial ownership also includes shares that each named 
           individual and the Directors and Executive Officers as a group have the 
           right to acquire within 60 days from March 18, 1996, through the exercise 
           of options. The amounts listed include shares under such options as 
           follows: Mr. Lepofsky, 140,000; Mr. Allison, 1,875; Mr. Fortier, 25,000; 
           Mr. Anastasi, 2,000; Ms. Nelson, 21,500; and all Directors and Executive 
           Officers as a group, 212,375. 
</FN>
 
                    COMPLIANCE WITH SECTION 16(a) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
 
      Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's Directors and Executive Officers, and persons who own more than 10 
percent of Common Stock of the Company, to file with the Securities and 
Exchange Commission initial reports of ownership and reports of changes in 
ownership of Common Stock of the Company. Officers, Directors and greater 
than 10 percent shareholders are required by SEC regulations to furnish the 
Company with copies of all Section 16(a) reports they file.

      To the Company's knowledge, based solely on review of the copies of 
such reports furnished to the Company and written representations that no 
other reports were required during the two fiscal years ended December 31, 
1995, all Section 16(a) filing requirements applicable to its Officers, 
Directors and greater than 10 percent beneficial owners were complied with, 
except that a Report on Form 4 for the month of November 1995 with regard to 
Mr. Allison was filed on January 9, 1996. 
 
                                ANNUAL REPORT
 
      The Company's Annual Report to Stockholders for the year ended 
December 31, 1995, includes financial statements and a report and opinion of 
Coopers & Lybrand, L.L.P. who has audited the accounts of the Company for 
each year since 1967. A representative of Coopers & Lybrand, L.L.P. is 
expected to be present at the meeting to make a statement, if he so desires, 
and to respond to appropriate questions. 
 
                                OTHER MATTERS
 
      Management does not know of any matters to be presented to the meeting 
other than as described above. If any other matters properly come before the 
meeting, it is intended that the holders of the Proxies will vote the 
Proxies upon those matters in accordance with their best judgment.
 
                            STOCKHOLDER PROPOSALS
 
      Any stockholder proposal intended to be presented by a stockholder at 
the 1997 Annual Meeting of Stockholders must be received by the Company no 
later than November 26, 1996. 
 
                          EXPENSES OF SOLICITATION
 
      The cost of preparing, assembling, and mailing Proxy materials will be 
borne by the Company. In addition to solicitation by use of the mails, the 
Company may request brokers and banks to forward copies of Proxy materials 
to persons for whom they hold Common Stock and to obtain authority for the 
execution and delivery of Proxies. Several officers and employees of the 
Company may request the return of the Proxies by telephone, facsimile and 
personal interview. 
 
 
 
 
                                       Beverly L. Armell 
                                       Secretary

 
March 25, 1996 



                                                                   APPENDIX A

                        HELIX TECHNOLOGY CORPORATION

                         1996 EQUITY INCENTIVE PLAN

1. Purpose

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

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

2. Definitions

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

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

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

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

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

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

      "Company" means Helix Technology Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

4. Eligibility

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

5. Stock Available for Awards

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

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

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

6. Stock Options

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

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

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

7. Stock Appreciation Rights

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

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

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

8. Restricted Stock

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

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

9. General Provisions Applicable to Awards

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

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

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

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

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

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

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

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

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

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

10. Miscellaneous

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

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

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

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

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

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

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

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



                                                                  APPENDIX B 
 
                        HELIX TECHNOLOGY CORPORATION
 
              1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
 
1. Purpose 
 
      The purpose of the Helix Technology Corporation 1996 Stock Option Plan  
for Non-Employee Directors (the "Plan") is to attract and retain the  
services of experienced and knowledgeable Directors of Helix Technology  
Corporation (the "Corporation") for the benefit of the Corporation and its  
stockholders and to provide additional incentives for such Directors to  
continue to work for the best interests of the Corporation and its  
stockholders through continuing ownership of its common stock. 
 
2. Shares Subject to the Plan 
 
      The total number of shares of common stock, par value $1.00 per share  
(the "Common Stock"), of the Corporation which may be issued pursuant to  
options granted under the Plan shall not exceed 100,000 in the aggregate  
(the "Shares"), subject to adjustment in accordance with Section 10 hereof.  
Shares for which options have been granted pursuant to the Plan, but which  
options have lapsed or otherwise terminated or been canceled to any extent  
prior to full exercise, shall become available for additional options  
granted under the Plan. One Hundred Thousand (100,000) Shares are hereby  
reserved for issuance upon the exercise of options granted under the Plan. 
 
3. Administration of Plan 
 
      The Plan shall be administered by the Compensation Committee (the  
"Committee") of the Board of Directors (the "Board"). The Committee shall  
consist of at least two members of the Board who are not employees or  
officers of the Corporation or its subsidiaries and who are "disinterested  
persons" as defined in Securities and Exchange Commission Rule 16b-3, as  
amended. The Committee shall appoint a person (the "Plan Administrator") to  
keep records of all elections of Directors and the grant, vesting and  
exercise of all options, and the sale or other disposition of all Shares  
acquired pursuant to such exercise. 
 
      The Committee shall have no authority, discretion or power (i) to  
select the participants who will receive options (except to the extent that  
the Board initially elects a Director to the Board), or (ii) to set the  
number of Shares to be covered by each option, or (iii) to set the exercise  
price or the vesting schedule or the period within which options may be  
exercised, or (iv) to alter any other terms or conditions specified herein,  
except in the sense of administering the Plan subject to the express  
provisions of the Plan and except in accordance with Section 15. Subject to  
the foregoing limitations, the Committee shall have the power to (i)  
construe the respective stock option grants and the Plan and make all other  
determinations necessary or advisable for administering the Plan, (ii)  
correct any defect or supply any omission or reconcile any inconsistency in  
the Plan or in any stock option grant in the manner and to the extent that  
the Board shall deem expedient to carry it into effect, and (iii) constitute  
and appoint a person or persons selected by them to execute and deliver in  
the name and on behalf of the Corporation all such grants, agreements,  
instruments and other documents. It is the intent of this Plan that it  
operate in all events subject to approval of the Plan by the stockholders of  
the Corporation and that the granting and vesting of such options be  
automatic in accordance with the terms of this Plan for each non-employee  
Director, subject to the authority, discretion or power of the stockholders  
to fail to elect an optionee to the Board of Directors of the Corporation,  
or to remove an optionee from the Board of Directors of the Corporation, or  
to amend or terminate this Plan. 
 
4. Eligibility; Grant of Options 
 
      (a) Each Director of the Corporation who is not otherwise an employee  
of the Corporation or any of its subsidiaries and who is elected a Director  
of the Corporation at the 1996 Annual Meeting of Stockholders of the  
Corporation (a "Current Director") shall be granted an option, immediately  
upon approval of the Plan by the stockholders at the 1996 Annual Meeting, to  
acquire 5,000 Shares under the Plan (a "Current Director's Initial Option"). 
 
      (b) Any other Director who is not otherwise an employee of the  
Corporation or any of its subsidiaries and who is elected a Director of the  
Corporation by the Board for the first time at any time after the 1996  
Annual Meeting of Stockholders (a "New Director") shall be granted an  
option, immediately upon his or her election as a Director by the Board, to  
acquire 5,000 Shares under the Plan (a "New Director's Initial Option"). 
 
      (c) Upon the expiration of any Initial Option pursuant to Section 8,  
any Director who is not otherwise an employee of the Corporation or any of  
its subsidiaries, who is still a Director of the Corporation on the date of  
such expiration (the "Expiration Date"), and who is reelected as a Director  
of the Corporation at the Annual Meeting of Stockholders occurring on such  
Expiration Date shall be immediately granted a new option on such Expiration  
Date to acquire 5,000 additional Shares under the Plan (an "Additional  
Option"). 
 
5. Option Grant 
 
      Each option granted under the Plan shall be a Non-Qualified Stock  
Option and shall be evidenced by a Grant of Option duly executed on behalf  
of the Corporation which options may but need not be identical and shall  
comply with and be subject to the terms and conditions of the Plan. 
 
6. Option Exercise Price 
 
      The option exercise price for an option granted under the Plan shall  
be the fair market value of the Shares covered by the option at the time the  
option is granted. Fair market value shall be the mean between the high and  
low quoted selling prices of the Common Stock on the date the option is  
granted as reported on the Nasdaq National Market System or, if not so  
quoted, on the principal national securities exchange on which the Common  
Stock is then listed. The option exercise price shall be subject to  
adjustment in accordance with Section 10 hereof. 
 
7. Time and Manner of Exercise of Options 
 
      (a) Exercise of Options. 
 
      Options granted under the Plan shall become exercisable in five  
cumulative 20% installments of 1,000 Shares each. It is the intent of this  
Plan that for each non-employee Director who remains eligible hereunder, an  
installment of 1,000 Shares shall become exercisable immediately upon his or  
her election as a Director at each Annual Meeting of Stockholders during the  
term of this Plan, excluding only the 1996 Annual Meeting of Stockholders. 
 
      (i)    In the case of a Current Director's Initial Option, the first of
             five cumulative installments shall become exercisable immediately 
             upon his or her election as a Director at the 1997 Annual Meeting
             of Stockholders (assuming approval of the Plan by the
             stockholders). 
 
      (ii)   In the case of a New Director's Initial Option, the first of five  
             cumulative installments shall become exercisable immediately upon
             his or her election as a Director at the first Annual Meeting of
             Stockholders to occur after the date of grant of the New
             Director's Initial Option (assuming approval of the Plan by the
             stockholders). 
 
      (iii)  In the case of an Additional Option, the first of five cumulative
             installments shall become exercisable simultaneous with the grant
             of such Additional Option on the Expiration Date of the Initial
             Option, provided that the Director is reelected at the Annual
             Meeting of Stockholders occurring on such Expiration Date. 
 
      For both Initial Options and Additional Options, each further 20%  
installment of 1,000 Shares shall become exercisable one at a time  
immediately following each Annual Meeting of Stockholders thereafter,  
provided such optionee continues in office as a Director of the Corporation  
at such time, and provided, however, that: 
 
      (i)    No Current Director's Initial Option shall be exercisable later
             than the date of the sixth Annual Meeting of Stockholders
             following the date on which the Current Director's Initial Option
             was granted, which shall be the Expiration Date of such option;
 
 
      (ii)   No New Director's Initial Option shall be exercisable later than
             the date of the sixth Annual Meeting of Stockholders following
             the date on which the New Director's Initial Option was granted,
             which shall be the Expiration Date of such option; and 

      (iii)  No Additional Option shall be exercisable later than the date of
             the fifth Annual Meeting of Stockholders following the date on
             which the Additional Option was granted, which shall be the
             Expiration Date of such option. 
 
      Options granted hereunder and Common Stock issuable upon the exercise  
of options may not be disposed of within six months following the later of  
the date of grant or date of approval of the Plan by the stockholders. 
 
      To the extent that the right to exercise an option has accrued and is  
in effect, the option may be exercised in full at one time or in part from  
time to time, by giving written notice, signed by the person or persons  
exercising the option, to the Corporation, stating the number of Shares with  
respect to which the option is being exercised, accompanied by payment in  
full for such Shares. Payment shall be in whole or in part (i) by shares of  
Common Stock of the Corporation already owned for a period of at least six  
months by the person exercising the option, valued at fair market value as  
defined above on the business day immediately prior to the date of exercise,  
or (ii) by check, or both. 
 
      (b) Taxes. 
 
      In exercising an option hereunder, the optionee may make a good faith  
estimate of the tax obligations (the "Estimated Tax Obligations") likely to  
be incurred by such optionee as a result of the exercise, and may, by  
written notice to the Corporation, elect (the "Election") to cause the  
Corporation to repurchase on the date of exercise (the "Exercise Date") a  
sufficient number of Shares to satisfy the optionee's tax obligations. 
 
      In the event of an Election, the Corporation shall (i) calculate, for  
repurchase by the Corporation, that number of Shares equal in value to the  
Estimated Tax Obligations, based on the fair market value of the Shares on  
the Exercise Date; (ii) reduce accordingly the number of Shares to be  
distributed to the optionee pursuant to the exercise; and (iii) refund to  
the optionee a cash amount equal to the Estimated Tax Obligations.
 
      Any Election must be made by written notice to the Corporation prior  
to the Exercise Date. The Committee may disapprove the Election, may suspend  
or terminate the right to make an Election, or may provide with respect to  
any option hereunder that the right to make an Election shall not apply to  
such option. An Election is irrevocable. All payments of the optionee's tax  
obligations shall in any case remain the responsibility of the optionee. 
 
      Pursuant to Section 16(b) of the Securities Exchange Act of 1934, no  
Election shall be effective for an Exercise Date which occurs within six  
months of the grant of the option, except that this limitation shall not  
apply in the event the death or disability of the optionee occurs prior to  
the expiration of the six-month period. 
 
8. Term of Options 
 
      The Expiration Date for each option shall be as set forth in Section  
7(a) hereof, but shall be subject to earlier termination as herein provided. 
 
      In the event that an optionee ceases to be a Director of the  
Corporation for any reason whatsoever, the option granted to such optionee  
may be exercised by him or her (but only to the extent that under Section 7  
the right to exercise the option has accrued and is in effect on the date he  
or she ceases to be a Director), at any time prior to the date six months  
(12 months if the optionee dies while a Director) after the date such  
optionee ceases to be a Director of the Corporation, or prior to the date on  
which the option expires, whichever is earlier. 
 
9. Options Not Transferable 
 
      The right of an optionee to exercise an option granted to him or her  
under the Plan and any interest therein or in the Shares received upon  
exercise shall not be assignable or transferable by such optionee in any  
respect otherwise than by will or the laws of descent and distribution, and  
any such option shall be exercisable during the lifetime of such optionee  
only by him or her. Any option granted under the Plan shall become null and  
void and shall be without further force or effect upon the bankruptcy of the  
optionee, or upon any attempted assignment or transfer of such option or any  
interest therein (except as provided in the preceding sentence), including,  
without limitation, any purported assignment, whether voluntary or by  
operation of law, pledge, hypothecation or other disposition, attachment,  
trustee process or similar process, whether legal or equitable with respect  
to such option or any interest therein. 
 
10. Adjustments Upon Changes in Capitalization 
 
      In the event that the outstanding shares of the Common Stock of the  
Corporation are changed into or exchanged for a different number or kind of  
shares or other securities of the Corporation or of another corporation by  
reason of any reorganization, merger, consolidation, recapitalization,  
reclassification, stock split-up, combination of shares or dividends payable  
in capital stock, appropriate adjustment shall be made in the number and  
kind of Shares as to which outstanding options, or portions thereof then  
unexercised shall be exercisable, to the end that the proportionate interest  
of the optionee shall be maintained as before the occurrence of such event;  
such adjustment in outstanding options shall be made without change in the  
total price applicable to the unexercised portion of such options and with a  
corresponding adjustment in the option price per Share. 
 
11. Restrictions on Issuance of Shares 
 
      The Corporation may delay the issuance of Shares covered by the  
exercise of any option and the delivery of a certificate for such Shares  
until one of the following conditions shall be satisfied: 
 
      (i)    the Shares with respect to which an option has been exercised are
             at the time of the issuance of such Shares effectively registered
             under applicable federal and state securities laws now in force or
             hereafter amended; or 
 
      (ii)   counsel for the Corporation shall have given an opinion, which
             opinion shall not be unreasonably conditioned or withheld, that
             such Shares are exempt from registration under applicable federal
             and state securities laws now in force or hereafter amended. 
 
      The Corporation shall use its best efforts to bring about compliance  
with the above conditions within a reasonable time following exercise,  
except that the Corporation shall be under no obligation to cause a  
registration statement or a post-effective amendment to any registration  
statement to be prepared at its expense solely for the purpose of covering  
the issuance of Shares in respect of which any option may be exercised. 
 
12. Purchase for Investment; Rights of Holder on Subsequent Registration 
 
      Unless the Shares to be issued upon exercise of an option granted  
under the Plan have been effectively registered under the Securities Act of  
1933 as now in force or hereafter amended, the Corporation shall be under no  
obligation to issue any Shares covered by any option unless the person who  
exercises such option, in whole or in part, shall give a written  
representation and undertaking to the Corporation which is satisfactory in  
form and scope to counsel to the Corporation and upon which, in the opinion  
of such counsel, the Corporation may reasonable rely, that he or she is  
acquiring the Shares issued to him or her pursuant to such exercise of the  
option for his or her own account as an investment and not with a view to,  
or for sale in connection with, the distribution of any such Shares, and  
that he or she will make no transfer of the same except in compliance with  
any rules and regulations in force at the time of such transfer under the  
Securities Act of 1933, as amended, or any other applicable law, and that if  
Shares are issued without such registration a legend to this effect may be  
endorsed upon the securities so issued. 
 
13. Approval of Stockholders 
 
      This Plan is adopted by the Board of Directors on February 14, 1996,  
effective immediately but subject to approval by the stockholders of the  
Corporation at the 1996 Annual Meeting of Stockholders. If this Plan is not  
approved by the stockholders of the Corporation at the 1996 Annual Meeting  
of Stockholders, this Plan and all options granted pursuant thereto shall  
immediately become null and void and shall be of no further force or effect. 
 
14. Expenses of the Plan 
 
      All costs and expenses of the adoption and administration of the Plan  
shall be borne by the Corporation, and none of such expenses shall be  
charged to any optionee. 
 
15. Termination and Amendment of Plan 
 
      Unless sooner terminated as herein provided, or extended with the  
approval of the stockholders of the Corporation, the Plan shall terminate on  
May 31, 2006, except as to options granted prior to that date. The Committee  
may at any time terminate the Plan or make such modifications or amendments  
thereto as it deems advisable; provided, however, that except as provided in  
Section 10 the Committee may not, without the approval of the stockholders  
of the Corporation, (i) increase materially the benefits accruing to  
participants hereunder, (ii) increase the maximum aggregate number of shares  
for which options may be granted under the Plan or the number of shares for  
which an option may be granted to any optionee, (iii) modify the provisions  
of Section 4 regarding eligibility, (iv) extend the expiration date of the  
Plan, or (v) modify the provisions of Section 6 regarding the exercise  
price. Furthermore, Plan provisions relating to the amount, price and timing  
of securities to be awarded under the Plan may not be amended more than once  
every six months, other than to comport with changes in the Internal Revenue  
Code, the Employee Retirement Income Security Act, or rules thereunder.  
Termination or any modification or amendment of the Plan shall not, without  
the consent of an optionee, materially adversely affect his or her rights  
under an option previously granted to him or her. 
 
                             -------------------- 
 
This Plan was approved by the Board of Directors on February 14, 1996. 
 
[This Plan was approved by the stockholders on April 24, 1996.] 




HELIX                                                     THIS IS YOUR PROXY.
                                                      YOUR VOTE IS IMPORTANT. 
 
Regardless of whether you plan to attend the Annual Meeting of Stockholders, 
you can be sure your shares are represented at the meeting by promptly 
returning your Proxy in the enclosed envelope. 
 
                       COMPANY HIGHLIGHTS DURING 1995
 
*  During 1995, the Company reported record revenues of $123.7 million, up 
   42.5% over the prior year. 
 
*  The Company's Net Income for 1995 increased 97.9% to $21 million. 
 
*  Earnings Per Share for 1995 were $2.10, up from $1.08 in 1994. 
 
*  The Company's regular quarterly dividend rate was increased to $0.25 per 
   common share. 
 
                                 DETACH HERE
 
[X]  Please mark votes as in this example. 
 
1. Election of Directors 
Nominees: R. Berman, F. Gabron, M. Lauenstein, R. Lepofsky, M. Schorr,
          W. Skinner, M. Wrighton 
[ ] FOR ALL NOMINEES                      [ ] WITHHELD FROM ALL NOMINEES 
 
- ---------------------------------------------------- 
[ ] For all nominees except as noted above 
 
2. Approval of 1996 Equity Incentive Plan. 
[ ] FOR      [ ] AGAINST      [ ] ABSTAIN 

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

4. Ratification of Coopers & Lybrand, L.L.P., as independent accountants. 
[ ] FOR      [ ] AGAINST      [ ] ABSTAIN 
 
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT 
 
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING 
 
Please sign exactly as your name appears. If acting as attorney, executor, 
trustee, or in other representative capacity, sign name and title. 
 
Signature:------------------------------------------ Date: ------------------

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

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

      In addition, in their discretion, the Proxies are hereby authorized to 
vote upon such other business as may properly come before the meeting or any 
adjournment thereof. This Proxy when properly executed will be voted in the 
manner directed herein by the undersigned stockholder. 
 
             (IMPORTANT--TO BE SIGNED AND DATED ON REVERSE SIDE)
                                                             SEE REVERSE SIDE