SCHEDULE 14A INFORMATION

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

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

Maxwell Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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[LOGO]

MAXWELL TECHNOLOGIES, INC.
9244 BALBOA AVENUE
SAN DIEGO, CA 92123

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

NOTICE OF THE 2001 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 27, 2001

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

To the Shareholders of
Maxwell Technologies, Inc.

The 2001 Annual Meeting of Shareholders of Maxwell Technologies, Inc., a
Delaware corporation (the "Company"), will be held on April 27, 2001 at 10:00
A.M., local time, at the Mission Valley Marriott, 8757 Rio San Diego Drive, San
Diego, California for the following purposes, all as more fully set forth in the
accompanying Proxy Statement:

1. To elect Mark Rossi and Jean Lavigne as directors of the Company in
Class II, to serve until the 2004 annual meeting of shareholders and
until their successors shall have been duly elected and qualified.

2. To consider and approve an amendment to the Company's Employee Stock
Purchase Plan to increase the maximum number of shares reserved for
purchase thereunder by 250,000 shares.

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

The Board of Directors has fixed the close of business on March 14, 2001 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting and any adjournment or adjournments thereof.

By Order of the Board of Directors,

Donald M. Roberts
Secretary

Dated: March 20, 2001

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

MAXWELL TECHNOLOGIES, INC.

9244 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123

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

PROXY STATEMENT FOR THE 2001 ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2001

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

GENERAL INFORMATION

This Proxy Statement is being mailed on or about March 20, 2001 to the
shareholders of Maxwell Technologies, Inc., a Delaware corporation (the
"Company"), in connection with the solicitation of proxies on behalf of the
Board of Directors of the Company to be used at the 2001 Annual Meeting of the
Shareholders of the Company to be held on April 27, 2001 (the "Meeting") and any
adjournment or adjournments thereof. Any proxy given may be revoked at any time
prior to the exercise of the powers conferred by it by filing with the Secretary
of the Company a written notice signed by the shareholder revoking such proxy or
a duly executed proxy bearing a later date. In addition, the powers conferred by
such proxy may be suspended if the person executing the proxy is present at the
meeting and elects to vote in person. All shares represented by each properly
executed and unrevoked proxy received in time for the Meeting will be voted
(unless otherwise indicated thereon) in the manner specified therein at the
Meeting and any adjournment or adjournments thereof.

The Company will pay the expenses of soliciting proxies, including the
charges and expenses of brokerage firms and others for forwarding solicitation
material to beneficial owners of shares. In addition to the use of the mails,
some of the Company's directors, officers and regular employees, without extra
compensation, may solicit proxies by telephone, personal interview, or other
means.

The Company's annual report on Form 10-K for the fiscal year ended December
31, 2000 ("fiscal 2000"), as filed with the U.S. Securities and Exchange
Commission is being mailed to shareholders concurrently with the mailing of this
Notice of Annual Meeting and Proxy Statement. The Form 10-K contains, among
other things, financial information regarding the Company and a discussion of
developments in the Company's business during fiscal 2000.

VOTING RIGHTS

The close of business on March 14, 2001 (the "Record Date") has been fixed
by the Board of Directors as the record date for determining shareholders
entitled to notice of and to vote at the Meeting and any adjournment or
adjournments thereof. On the Record Date, there were outstanding 10,016,150
shares of the Company's Common Stock, $.10 par value ("Common Stock"), all of
one class and all of which are entitled to be voted at the Meeting. Holders of
such issued and outstanding shares of Common Stock are entitled to one vote for
each share held by them.

The holders of record of a majority of the outstanding shares of Common
Stock entitled to vote at the Meeting, present in person or represented by
proxy, will constitute a quorum for the transaction of business. As to all
matters, each shareholder is entitled to one vote for each share of Common Stock
held. Under Delaware law, abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Brokers who hold shares in street name for customers have the
authority to vote on certain items when they have not received instructions from
beneficial owners. Brokers that do not receive instructions are entitled to vote
on the election of directors and the other matter specified in the foregoing
notice for the Meeting.

With regard to the election of directors, the two nominees who receive the
greatest number of votes will be elected to the Board. Shareholders are not
entitled to cumulate votes. Votes against a candidate, votes withheld and
abstentions have no legal effect in the election of directors. In matters other
than the election of directors, the matter must be approved by a majority of the
votes cast on the matter. Under Delaware law and the Company's bylaws,
abstentions are counted as votes cast, and therefore have the same effect as
votes against a matter. Broker non-votes, on the other hand, are not considered
to be votes cast and have no effect on the outcome of a matter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock by (i) each person (or group
of affiliated persons) known by the Company to beneficially own more than five
percent of the outstanding shares of common stock; and (ii) each director of the
Company, (iii) each of the Named Executive Officers, and (iv) all directors and
executive officers of the Company as a group. Information for the officers and
directors is as of December 31, 2000. The address for each individual is 9244
Balboa Avenue, San Diego, CA 92123.

TOTAL
BENEFICIAL %
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) OWNERSHIP (2)
- ----------------------------------------------------------------------------- ---------------- -----------------

Security Management Company, LLC.......................................... 1,001,000 10.1%
700 S.W. HARRISON STREET, TOPEKA, KS 66636-0001

Van Den Berg Management................................................... 596,210 6.0%
1301 CAPITOL OF TEXAS HWY, SUITE B-228, AUSTIN, TX 78746

Carlton J. Eibl........................................................... 124,717 (3) 1.3%
John Werderman............................................................ 69,695 (3) *
Richard D. Balanson....................................................... 65,333 (3) *
Vickie L. Capps........................................................... 64,456 (3) *
Ted Toch.................................................................. 55,500 (3) *
Kenneth F. Potashner...................................................... 328,252 (3) 3.3%
Robert Guyett............................................................. 18,000 (3) *
Mark Rossi................................................................ 23,000 (3) *
Jean Lavigne.............................................................. 10,000 (3) *
All directors and executive officers as a group (10 persons).............. 799,103 (3) 7.7%
- ----------------
*Less than one percent.

(1) Information with respect to beneficial ownership is based on information
furnished to the Company by each shareholder included in the table or
included in filings with the Securities and Exchange Commission. The
Company understands that each person in the table has sole voting and
investment power for shares beneficially owned by such person, subject to
community property laws where applicable.

(2) Shares of common stock subject to options which are currently exercisable
or exercisable within 60 days of December 31, 2000, are deemed outstanding
for computing the percentage of the person holding such options but are not
deemed outstanding for computing the percentage of any other person.
Percentage of ownership is based on 9,876,591 shares of common stock
outstanding on December 31, 2000.

(3) Shares of common stock beneficially owned include options exercisable
within 60 days of December 31, 2000 to purchase 90,884 shares granted to
Mr. Eibl, 190,948 shares granted to Mr. Potashner, 51,119 shares granted to
Mr. Werderman, 55,200 shares granted to Mr. Toch, 48,000 shares granted to
Ms. Capps, 57,000 shares granted to Mr. Balanson, 10,000 shares granted to
Mr. Guyett, 10,000 shares granted to Mr. Lavigne and 23,000 shares granted
to Mr. Rossi and options to purchase 559,439 shares granted to all
directors and officers as a group.

ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into three classes, with
the terms of office of each class ending in successive years. The term of the
directors currently serving in Class II expires with this Annual Meeting of
Shareholders. The directors in Class III and Class I will continue in office
until their terms expire at the 2002 and 2003 Annual Meeting of Shareholders,
respectively. The directors elected in Class II at the Meeting will hold office
for a term expiring at the 2004 Annual Meeting of Shareholders and until their
successors are duly elected and qualified.

Holders of Common Stock are entitled to cast one vote for each share held
for two nominees for director in Class II. The two nominees receiving the
greatest number of votes will be elected director of the Company in Class II. It
is intended that the shares represented by the enclosed proxy will be voted,
unless otherwise instructed, for the election of the nominees named below. While
the Company has no reason to believe that either of the nominees will be unable
to stand for election as a director, it is intended that if such an event should
occur, such shares will be voted for such substitute nominee as may be selected
by the Board of Directors.

Set forth below is certain information regarding the nominees for director
and the other directors of the Company who will continue in office for terms
extending beyond the Meeting.

NOMINEES FOR ELECTION AS DIRECTORS

PERIOD SERVED AS A DIRECTOR, POSITIONS AND OTHER RELATIONSHIPS
NAME AND AGE WITH THE COMPANY, AND BUSINESS EXPERIENCE
- -------------------------------- ---------------------------------------------------------------------------------

Mark Rossi, 44 Mr. Rossi was appointed a director of the Company in November 1997 and elected
(Class II) to a full term at the Company's Annual Shareholder Meeting in January 1998. Mr.
Rossi is a Senior Managing Director of Cornerstone Equity Investors, L.L.C., a
New York-based private equity firm with assets under management in excess of $1
billion. Prior to the formation of Cornerstone Equity Investors in 1996, Mr.
Rossi was President of Prudential Equity Investors, Inc. Mr. Rossi's industry
focus is on technology-related and telecommunications companies. He is a member
of the Board of Directors of True Temper, Inc., Novatel Wireless, Inc. and
MCMS, Inc. as well as several privately held companies.

Jean Lavigne, 63 Mr. Lavigne was appointed a director of the Company in August 1999. Mr. Lavigne
(Class II) is Vice President and Country President in France for Motorola, Inc., and he is
President and Chief Executive Officer of Motorola, S.A. Prior to joining Motorola,
Mr. Lavigne was with Digital Equipment Corporation ("DEC") in Europe where he was
responsible for Interconnect Technology and served as a member of DEC's European
Government Affairs Team.

DIRECTORS CONTINUING IN OFFICE

Robert Guyett, 64 Mr. Guyett was appointed a director in January 2000. He is a director and
(Class III) Treasurer of the Christopher Reeve Paralysis Foundation. Since 1995, he has
been President and Chief Executive Officer of Crescent Management Enterprises,
and for five years prior thereto, he was a director and Chief Financial Officer
of Engelhard Corp. From 1987-1991, Mr. Guyett was a director and Chief
Financial Officer of Fluor Corporation. Mr. Guyett is a director of Newport
Corp. and several privately held companies.

Carlton J. Eibl, 40 Mr. Eibl was appointed a director in July 1998 and named Chief Executive
(Class III) Officer and President of the Company in November 1999. From February 1999 until
he formally joined the Company on December 1, 1999, Mr. Eibl served as President and
Chief Operating Officer of Stratagene Corporation, a privately held
biotechnology company. Prior thereto, Mr. Eibl held various executive positions with
Mycogen Corporation, a diversified, publicly held agribusiness and
biotechnology company. Mr. Eibl joined Mycogen in 1993 as Executive Vice
President and General Counsel. In 1995, he was appointed President and Chief
Operating Officer and in 1997 he became Chief Executive Officer. The Dow Chemical
Company acquired Mycogen at the end of 1998.

Kenneth F. Potashner, 43 Mr. Potashner has served as a director since April 1996 and as Chairman since
(Class I) April, 1997. From the time he joined the Company in April 1996 until November
1998, he served Maxwell as President, Chief Executive Officer and Chief
Operating Officer. Since November 1998, Mr. Potashner has served as chief
executive officer, chairman of the board and a director of SonicBlue, a digital
media company. From 1991 through 1994, he was Vice President, Product
Engineering, for Quantum Corporation. From 1994 to April 1996, he served as
Executive Vice President, Operations, of Conner Peripherals. Mr. Potashner is
a director of Newport Corp.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors of the Company held a total of five regular and
special meetings during fiscal 2000. Each director continuing in office attended
more than 75% of the aggregate of (a) the total number of meetings of the Board
of Directors and (b) the total number of meetings of all committees of the Board
on which he served.

The Board of Directors has a Compensation Committee that authorizes and
reviews officers' compensation. This committee held two meetings during fiscal
2000, and its current members who are continuing in office are Messrs. Rossi,
Guyett and Lavigne.

The Board also has an Audit Committee, the function of which is to assist
the full Board in fulfilling its responsibilities with respect to corporate
accounting, auditing and reporting practices. In performing such function, the
Audit Committee maintains a direct line of communication with the Company's
independent auditors. This committee held one meeting during fiscal 2000, and
its current members who are continuing, or nominated to continue, in office are
Messrs. Rossi, Guyett and Lavigne. The Board of Directors has adopted a written
charter for the Audit Committee and that charter is attached to this Proxy
Statement as Annex A.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements included in the Company's Annual
Report on Form 10-K for fiscal year 2000 with management, including a discussion
of the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.

The committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the committee under
generally accepted auditing standards. In addition, the committee has discussed
with the independent auditors the auditors' independence from management and the
Company, including the matters in the written disclosures required by the
Independence Standards Board.

The committee discussed with the Company's independent auditors the overall
scope and plans for their audit. The committee meets with the independent
auditors, with and without management present, to discuss the results of the
auditors' examination, their evaluation of the Company's internal controls, and
the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the fiscal year 2000 for filing with the Securities and Exchange Commission. The
committee and the Board have also agreed on the selection of the Company's
independent auditors.

Dated: March 16, 2001

Mark Rossi
Robert Guyett
Jean Lavigne

COMPENSATION OF DIRECTORS

Each director of the Company (other than Mr. Eibl who receives no
compensation other than that received as an officer of the Company) receives
compensation of $6,250 per quarter and $1,000 per Board and Committee meeting
attended ($500 per Board or Committee telephonic meeting in which such director
participates).

The Board has adopted the Maxwell Technologies, Inc. 1999 Director Stock
Option Plan (the "Director Option Plan") which authorizes the granting of
ten-year options to purchase an aggregate of 100,000 shares of the Company's
Common Stock to non-employee directors of the Company during the term of the
Director Option Plan, which expires in 2009. Under the Director Option Plan,
each eligible director automatically receives options to purchase 10,000 shares
of Company Common Stock on the first business day following such director's
initial Annual Shareholders' Meeting of the Company, and options to purchase
3,000 shares following subsequent Annual Shareholders' Meetings. The Director
Option Plan also gives the Board the discretion to approve special options to
eligible directors. The option price per share is the fair market value based on
the public trading price of such shares on the date of grant. Options granted to
directors vest in full on the first anniversary of the date of grant.

The Company maintains the Maxwell Technologies, Inc. 1994 Director Stock
Purchase Plan (the "Director Purchase Plan"), under which directors, other than
those who are full-time employees of the Company, have the opportunity to
purchase directly from the Company shares of Common Stock at 100% of the public
trading price of the shares. The Company also makes available to eligible
directors the opportunity to purchase stock under the Director Purchase Plan
with an advance of up to two years of their quarterly directors' fee, subject to
the obligation to repay any unearned fee if any such director should leave the
Board. An aggregate of 100,000 shares have been authorized for purchase by
directors under the plan. The Director Purchase Plan authorizes purchases by
eligible directors from and after January 1, 1995, the effective date of the
plan, until the earlier of ten years thereafter or the issuance of all shares
authorized for purchase. As of December 31, 2000, 47,826 shares remain available
for purchase under the Director Purchase Plan.

PROPOSAL TO AMEND THE COMPANY'S
EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors has adopted, subject to shareholder approval, an
amendment to the Maxwell Technologies, Inc. 1994 Employee Stock Purchase Plan
(the "Stock Purchase Plan") which provides for an increase of 250,000 shares in
the number of shares authorized for purchase under such plan. The Stock Purchase
Plan provides employees with the opportunity to purchase shares of the Company's
Common Stock through payroll withholding. A maximum of 400,000 shares were
originally authorized for purchases by employees under the Stock Purchase Plan,
and on January 30, 2001, the date on which the Board adopted the amendment, only
48,406 shares remained available for purchase. After giving effect to the
amendment, a total of 298,406 shares will be available for purchase under the
Stock Purchase Plan.

The Board believes that the Stock Purchase Plan will facilitate a greater
interest on the part of the employees in the financial performance of the
company as a whole and provide an incentive in line with the interests of the
remainder of the Company's shareholders. In addition, the plan will assist the
Company in attracting and retaining a skilled and dedicated workforce. The
principal features of the Stock Purchase Plan are summarized below.

TERMS AND CONDITIONS OF THE PLAN

The Stock Purchase Plan authorizes purchases by employees, in accordance
with the terms and conditions of such plan, from and after January 1, 1995, the
effective date of the plan, until the earlier of ten years following August 30,
1994 (the date of adoption by the Board) or the issuance of all shares
authorized for purchase. All employees of the Company, except those who own,
directly or by attribution (including shares subject to options), 5% or more of
the Company's Common Stock, are eligible to participate.

Eligible employees have the opportunity to purchase stock during six-month
cycles called "offering periods" commencing with the first payroll period in
January and July each year. Employees may elect at the beginning of each
offering period to have the Company withhold from their paychecks from 1% to 10%
of their compensation during the offering period. If a participating employee
does not withdraw during the offering period, shares will be issued to the
employee at the end of the offering period in such amount as can be purchased
with the amount of compensation withheld during such period at a purchase price
equal to 85% of the lower of (i) the trading price of the stock on the last
trading day of the immediately preceding offering period, and (ii) the trading
price of the stock on the last trading day during the offering period.

Employees may reduce their withholding, or withdraw completely, during an
offering period but may not increase their withholding during the offering
period. Employees who withdraw completely will receive all amounts withheld
during the offering period prior to withdrawal. Termination of employment for
any reason during an offering period terminates participation in the Stock
Purchase Plan immediately, and all amounts previously withheld during the
offering period will be paid to the former employee. Shares may be purchased
under the plan by eligible employees only and the right to purchase shares
thereunder may not be assigned or transferred.

Shares purchased by employees under the Stock Purchase Plan are issued
directly by the Company in the employee's name and are not subject to trading
restrictions. Amounts withheld by the Company under the Plan will be added to
the general funds of the Company and used for general corporate purposes. The
Company is not required to segregate such withheld amounts. No interest or
earnings shall accrue or be paid on amounts withheld.

No employee will be entitled to purchase stock under the stock Purchase
Plan during any one calendar year in excess of $25,000 in market value of the
shares. Further, in any one offering period, no participant may purchase a
number of shares which is 200% or greater of the number of shares which would
have been purchased if the purchase price were 85% of the trading price of the
stock on the last trading day preceding such offering period. The Stock Purchase
Plan will be administered by the Board of Directors, and the Board has the
discretion to establish a maximum number of shares which may be purchased by
employees during a particular offering period. The Board has the power to amend
or terminate the Stock Purchase Plan, but no amendment may, without shareholder
approval, increase the aggregate number of shares that may be issued under the
plan or change the class of eligible employees under the plan, nor may any
amendment be adopted without shareholder approval if such approval is required
in order to comply with Rule 16b-3 under the Securities Exchange Act of 1934.

In the event of any change in the Common Stock by reason of
recapitalization, reclassification, stock split, stock dividend or like capital
adjustment, the Stock Purchase Plan provides that the Board of Directors shall
make appropriate adjustments in the aggregate number, class and kind of shares
available for purchase under the plan. In the event of the dissolution,
liquidation, merger, sale of assets or other reorganization of the Company, the
Board shall determine whether to terminate the plan immediately, whether to
permit purchases by employees then participating and on what basis, or whether
to adjust the stock under the plan to securities of a successor corporation.

FEDERAL INCOME TAX CONSEQUENCES

The Stock Purchase Plan is designed to qualify for federal income tax
treatment under Section 423 of the Internal Revenue Code of 1986. No federal
income tax consequences result from the availability of the opportunity to
purchase or from the actual purchase of shares by employees under the plan. If
an employee who purchases shares holds the shares for at least 18 months from
the date of purchase, any gain on the eventual disposition of the sales, up to
but not in excess of 15% of the fair market value of the shares on the first day
of the offering period during which the shares were purchased, will be taxed as
ordinary income and the balance of the gain will be treated as capital gain. The
Company will not be entitled to any deduction under such circumstances. If,
however, an employee disposes of the shares prior to the expiration of such
holding period, any gain realized by the employee will be treated as
compensation and taxed as ordinary income. The Company will be entitled to an
income tax deduction under these circumstances in the amount of ordinary income
recognized by the employee. This discussion of income tax consequences is based
on federal tax laws and regulations as in effect on the date of this Proxy
Statement and does not purport to be a complete description of the federal
income tax aspects of the Stock Purchase Plan.

VOTE REQUIRED FOR APPROVAL

Approval for the Stock Purchase Plan by the shareholders of the Company
will require the affirmative vote of a majority of the shares of Common Stock
present and represented at the Meeting.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR"
AMENDMENT OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and its four other
most highly compensated executive officers (the "Named Executive Officers")
whose salary and bonuses for fiscal 2000 exceeded $100,000 for services rendered
to the Company and its subsidiaries in all capacities during the fiscal year. No
executive who would otherwise have been includable in such table on the basis of
salary and bonus earned for fiscal 2000 has resigned or otherwise terminated
employment during fiscal 2000.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION (2) STOCK OPTION
------------------------------- GRANTS (4) ALL OTHER
NAME AND POSITION YEAR (1) SALARY BONUS OTHER (3) (NO. OF SHARES) COMPENSATION (5)
- ---------------------------- ---------- ---------- --------- ---------- --------------- -----------------

Carlton J. Eibl (6) 2000 $ 421,654 $ -- $ -- 90,000 $ --
CHIEF EXECUTIVE OFFICER, 1999(s) 29,423 -- -- 294,030 8,750
PRESIDENT, DIRECTOR 1999 -- -- -- 10,000 31,810

Richard D. Balanson (6) 2000 $ 240,192 $ -- $ 1,067 112,324 $ --
VICE PRESIDENT 1999(s) 77,091 -- -- 152,679 --

John D. Werderman 2000 $ 221,154 $ -- $ 5,100 9,018 $ 50,000
VICE PRESIDENT 1999(s) 84,612 -- 2,008 34,982 --
1999 185,782 94,610 4,625 24,000 50,000
1998 170,160 68,065 4,350 12,000 17,598

Vickie L. Capps (6) 2000 $ 201,923 $ -- $ 1,708 63,750 $ --
VICE PRESIDENT, FINANCE 1999(s) 84,615 -- -- 56,520 --
& ADMINISTRATION AND 1999 3,846 1,865 -- 90,000 --
CHIEF FINANCIAL OFFICER

Ted Toch (6) 2000 $ 195,000 $ 65,000 $ 5,100 -- $ 77,334
VICE PRESIDENT 1999(s) 82,227 -- 808 -- 12,343
1999 184,348 101,628 430 24,000 24,870
1998 10,096 8,413 -- 80,000 --
- ----------

(1) The year designated "2000" is the fiscal year ending December 31, 2000
("fiscal 2000"). The year designated "1999(s)" is the five months ended
December 31, 1999. The years designated "1999" and "1998" are the twelve
months ended July 31, 1999 ("fiscal 1999") and July 31, 1998 ("fiscal
1998"), respectively.

(2) Amounts shown include cash compensation earned and received by executive
officers as well as amounts earned but deferred at the election of those
officers under the Company's 401(k) Savings Plan and Deferred Compensation
Plan.

(3) Amounts in this column consist of matching contributions made by the
Company under its 401(k) Plan. They do not include the dollar value of
certain perquisites the recipient received as personal benefits. Although
such amounts cannot be determined precisely, the Company has concluded that
the aggregate amount thereof does not exceed as to any of the named
executive officers the lesser of $50,000 and 10% of the total salary and
bonus paid to such individual for fiscal 2000.

(4) Options shown in this column are options to purchase shares of common stock
of Maxwell Technologies, Inc. granted under the Company's 1995 Stock Option
Plan. In addition to Maxwell's stock option program, various subsidiaries
of Maxwell also maintain employee stock option plans. During the years
covered in this table, options were granted to individuals named in the
table by PurePulse Technologies, Inc. ("PurePulse"), Maxwell Electronic
Components Group, Inc. ("Electronic Components Group"), and I-Bus/Phoenix,
Inc. ("I-Bus/Phoenix"), as follows: fiscal 1998 - Mr. Toch received options
for 150,000 shares of PurePulse; five months ended December 31, 1999 -
options for shares of Electronic Components Group were issued to Ms. Capps
(6,491 shares) and Messrs. Balanson, Werderman and Toch (5,680 shares
each); and fiscal 2000 - Mr. Werderman received options for 50,000 shares
of I-Bus/Phoenix and Mr. Toch received options for 112,500 shares of
PurePulse. For further information on these fiscal 2000 grants, see the
table entitled "Option Grants in the Last Fiscal Year."

(5) For Mr. Eibl, the amounts in fiscal 1999 and the five months ended December
31, 1999 represent compensation received as a director of the Company prior
to being named president and chief executive officer in November 1999. For
Mr. Werderman, the fiscal 1999 amount is a loan from the Company made at
point of hire, which was forgivable two years after Mr. Werderman's hire
date during the fiscal year ended July 31, 1997. For Mr. Werderman, the
amount for fiscal 1998 represents reimbursements for relocation expenses
(including reimbursement of brokerage commissions on the sale of a
residence), and the amount for fiscal 2000 represents a loan from the
Company that was forgiven in that fiscal year. For Mr. Toch, the amounts
for fiscal 1999 and the five months ended December 31, 1999 represent a
housing allowance, and the sum for fiscal 2000 represents a housing
allowance in the amount of $27,334 and a loan in the amount of $50,000 that
was forgiven in fiscal 2000. During fiscal 2000, Mr. Toch received an award
of 112,500 shares of restricted stock of PurePulse, which restricted shares
vest evenly over a four-year period. No public trading market exists for
these shares.

(6) Mr. Eibl was named chief executive officer and president in November 1999.
Ms. Capps was hired as vice president, finance & administration and chief
financial officer in fiscal 1999. Mr. Balanson was hired as a vice
president in the five months ended December 31, 1999. Mr. Toch was hired as
a vice president in fiscal 1998.

OPTION GRANTS IN LAST FISCAL YEAR

As of mid-2000, key employees of I-Bus/Phoenix and PurePulse are eligible
for option grants in their respective subsidiary plans and are not eligible for
grants at the Maxwell level. Key corporate and Electronic Components Group
employees are eligible for option grants at the Maxwell level, but not in any
subsidiaries. The following table shows information on grants of options to
purchase stock of the Company to the Named Executive Officers during fiscal
2000. Pursuant to Securities and Exchange Commission rules, the table also shows
the value of the options at the end of the ten year option terms if the stock
price were to appreciate annually by 5% and 10%, respectively. These assumed
values may not reflect actual value at the times indicated.

POTENTIAL REALIZABLE
PERCENTAGE OF VALUE AT ASSUMED
TOTAL OPTIONS ANNUAL RATES OF
TO EMPLOYEES STOCK PRICE
IN FISCAL APPRECIATION FOR
YEAR ENDED EXERCISE OPTION TERM
OPTIONS DECEMBER 31, PRICE EXPIRATION -----------------------
NAME GRANTED (1)(2) 2000 (PER SHARE) DATE 5% 10%
- ----------------------- --------------- --------------- ------------- ------------ ---------- ------------

Carlton J. Eibl 90,000 8.75% $13.81 11/30/2010 $781,823 $ 1,981,293

Richard D. Balanson 37,324 3.63% $10.88 1/17/2010 $255,267 $ 646,898
75,000 7.30% $13.81 11/30/2010 651,519 1,651,077

John D. Werderman 9,018 0.88% $10.88 1/17/2010 $ 61,676 $ 156,300

Vickie L. Capps 13,750 1.34% $10.88 1/17/2010 $ 94,039 $ 238,314
50,000 4.86% $13.81 11/30/2010 434,346 1,100,718

Ted Toch -- -- -- -- -- --
- ----------

(1) The options shown in the table are under the 1995 Stock Option Plan and are
either incentive stock options or non-qualified stock options, granted at a
purchase price no less than the fair market value of the underlying Company
common stock based on the closing trading price of such stock on the date
of grant. The increments in which the options are exercisable are
determined by the committee that administers the plan.

(2) On December 1, 2000, Mr. Werderman received a grant of options to purchase
50,000 shares of common stock of I-Bus/Phoenix at an exercise price of
$4.80 per share and on September 27, 2000, Mr. Toch received a grant of
options to purchase 112,500 shares of common stock of PurePulse at an
exercise price of $0.94 per share. These options expire ten years from the
date of grant, and at the assumed annual rates of appreciation of 5% and
10%, they would have potential realizable value at the end of the option
term of $150,935 and $382,498, respectively, for Mr. Werderman, and $66,500
and $168,540, respectively for Mr. Toch.

FISCAL YEAR END OPTION VALUES

Shown below is information on each Named Executive Officer with respect to
the value of stock options exercised by such person in fiscal 2000, measured in
terms of the closing price of the Company's common stock on the date of
exercise; and the value of unexercised options to purchase the Company's common
stock held by such person, measured in terms of the closing price of the
Company's common stock on December 31, 2000.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED DECEMBER 31, 2000 (1) DECEMBER 31, 2000 (1)
ON EXERCISE VALUE --------------------------- ---------------------------
NAME (NO. OF SHARES) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ---------------- ------------ ------------ -------------- ------------ --------------

Carlton J. Eibl 11,000 $19,938 78,633 304,397 $424,701 $ 1,427,939

Richard D. Balanson -- -- 45,803 219,200 $121,033 $ 518,447

John D. Werderman 2,000 $15,000 53,494 54,506 $137,135 $ 182,050

Vickie L. Capps -- -- 43,875 166,125 $100,204 $ 354,925

Ted Toch -- -- 55,200 48,800 -- --
- ----------

(1) Does not include options to purchase shares of common stock in four of the
Company's operating subsidiaries under the stock option plans of such
subsidiaries. Ms. Capps holds options in Electronic Components Group for
6,491 shares, of which 1,622 shares were exercisable at December 31, 2000,
and Messrs. Toch and Balanson each hold options in that subsidiary for
5,680 shares, of which 1,420 were exercisable at December 31, 2000. Mr.
Toch holds options in PurePulse for 262,500 shares, of which 75,000 shares
were exercisable at December 31, 2000. Mr. Werderman also holds options in
PurePulse for 33,750 shares, all of which were exercisable at December 31,
2000, in Electronic Components Group for 30,680 shares, 26,420 of which are
exercisable at December 31, 2000, in I-Bus/Phoenix for 200,000 shares,
150,000 of which were exercisable at December 31, 2000, and in Maxwell
Technologies Systems Division, Inc., which is held for sale, for 50,000
shares, all of which were exercisable at December 31, 2000. No public
market exists for the common stock of any of the Company's subsidiaries.
For purposes of the above table, no value has been attributed to the
subsidiary stock options.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2000, the Compensation Committee consisted of Messrs. Guyett,
Lavigne and Rossi, and those directors serve as the current members of such
committee. None of the members of the Compensation Committee served as an
officer or employee of the Company or its subsidiaries during the past fiscal
year, and there were no compensation committee interlocks with other companies
within the meaning of the Securities and Exchange Commission's rules during the
past fiscal year.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

EMPLOYMENT CONTRACTS. In November 1999, the Company entered into an
Employment Agreement with Carlton J. Eibl pursuant to which Mr. Eibl became the
president and chief executive officer of the Company effective December 1, 1999.
The agreement requires Mr. Eibl to perform duties associated with the office of
chief executive of the Company plus other duties or positions as the board of
directors may require. The agreement provides for a base salary of $425,000 per
year, reviewed annually, with an annual bonus opportunity targeted at 100% of
base salary, to be determined by the board of directors. Such bonus will be
based on financial and non-financial performance targets set by the board of
directors. The agreement provided for the grant of special, non-qualified
options to purchase 294,030 shares of the Company's common stock at an exercise
price of $8.75 per share, with monthly vesting over 48 months commencing in
December 1999, as long as Mr. Eibl remains employed with the Company.

Under the agreement, Mr. Eibl will become immediately vested in all of his
options, and receive payments equal to twice his annual salary then in effect,
in the event a "change of control" occurs and either his compensation or
responsibilities are reduced or the Company's principal place of business is
moved outside of San Diego County. A "change of control" is defined as the
acquisition by a person or group of a majority of the Company's stock by direct
purchase or through merger, the liquidation or sale of substantially all of the
assets of the Company or a change in the majority of the members of the board of
directors other than through membership changes determined by the board itself.
If Mr. Eibl is terminated without cause prior to the second anniversary date of
the agreement, he will be paid two times his annual base salary in effect on the
date of termination and his stock options will continue to vest until the second
anniversary date of his agreement. If the termination occurs after the second
anniversary date of the agreement, he will receive the average of the total
annual compensation (annual base salary plus bonuses earned) for the preceding
two years. If Mr. Eibl voluntarily resigns or is terminated for cause, he will
be paid only such salary and accrued vacation pay as is then due him.

OTHER CHANGE-IN-CONTROL ARRANGEMENTS. In connection with the employment of
Ms. Capps, the Company agreed that Ms. Capps will receive payment of base salary
for one year in the event a "change of control" occurs and either her
compensation or responsibilities are reduced or the Company's principal place of
business is moved outside of San Diego County. A "change of control" is defined
as the acquisition by a person or group of a majority of the Company's stock by
direct purchase or through merger, the liquidation or sale of substantially all
of the assets of the Company or a change in the majority of the members of the
board of directors other than through membership changes determined by the board
itself.

CERTAIN TRANSACTIONS

In January 1999, the Company loaned Kenneth F. Potashner, its chairman and
former chief executive officer, a total of $2,000,000 to assist in the payment
of income taxes accruing on restricted stock previously granted to Mr.
Potashner. The loan was evidenced by a full recourse promissory note, bearing
interest at 5% per annum and was secured by the pledge of 50,000 shares of
common stock of the Company. The loan, plus all accrued interest, was paid in
full in January 2001.

In August 1999, the Company loaned Richard Balanson, a vice president, a
total of $120,000. As long as he remains employed by the Company, 50% of the
loan is forgivable 18 months after Mr. Balanson's August 1999 hire date and the
balance is forgivable 36 months after such date. Also, during fiscal 1999, Ms.
Capps received a loan of $50,000 from the Company, which is forgivable if she
remains employed until July 2001.

On January 19, 2001, the Company borrowed $1,500,000 from Carl Eibl, its
chief executive officer, bearing interest at 11%. The loan was repaid in March
2001.

OTHER PROGRAMS

In January 2000, the board adopted, and the Company's shareholders
subsequently approved, the Company's Management Equity Ownership Program. Under
the Program, executive officers of the Company and other members of senior
management selected by a Committee entered into full recourse loans from the
Company to purchase shares of common stock of the Company. The loans bear
interest and must be repaid in annual installments of principal and interest
over a four-year period. Repayment of each loan is secured by the shares
purchased with the loan proceeds. On February 1, 2000, loans in the total amount
of $900,000, bearing interest at 6.56%, were made in connection with the
purchase of shares directly from the Company by Carlton J. Eibl - 20,833 shares;
Vickie L. Capps, Richard D. Balanson, Donald M. Roberts, and John D. Werderman -
8,333 shares each; and nine other members of management - a total of 20,830
shares. All of these purchases were made at the $12.00 per share closing price
on the date of purchase.

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the cumulative total return to
shareholders on the Company's Common Stock with the cumulative total return on
the Nasdaq and the Russell 2000 Index over a sixty-five month period consisting
of the Company's last five full fiscal years and the five-month period ending
December 31, 1999. Also shown is a comparison to the cumulative total return for
a group of companies formerly identified as a peer group. As discussed below,
the Company believes that this peer group no longer represents a meaningful
comparison for the Company, and the Company will substitute the Russell 2000
Index for future comparisons.

COMPARISON OF SIXTY-FIVE MONTH CUMULATIVE TOTAL RETURN*
AMONG MAXWELL TECHNOLOGIES, INC., THE NASDAQ STOCK MARKET INDEX,
THE RUSSELL 2000 INDEX AND AN INDUSTRY PEER GROUP
YEARS ENDING JULY 31, 1995-1999, THE FIVE-MONTH PERIOD ENDED DECEMBER 31, 1999
AND THE YEAR ENDED DECEMBER 31, 2000

Weighted Cumulative Total Return
--------------------------------------------------------------------
7/95 7/96 7/97 7/98 7/99 12/99 12/00

Peer Group Weighted Average: 100 80.46 108.47 82.99 109.84 255.04 134.04

MAXWELL TECHNOLOGIES, INC. 100.00 167.74 600.00 648.39 670.97 258.06 385.50
NASDAQ STOCK MARKET (U.S. & FOREIGN) 100.00 108.34 159.78 186.32 263.28 406.76 245.58
RUSSELL 2000 100.00 106.91 142.61 145.91 156.72 178.79 156.29
ADAPTIVE BROADBAND CORP COM ADAP 100.00 46.63 58.65 54.81 86.78 283.90 47.12
COHERENT INC COM COHR 100.00 102.65 129.80 55.63 96.36 141.72 172.19
CUBIC CORP COM CUB 100.00 132.77 190.45 168.08 170.13 150.50 178.29
KAMAN CORP CL A KAMN_A 100.00 88.51 143.20 152.52 136.04 125.56 167.09
TITAN CORP COM TTN 100.00 47.44 55.13 58.48 109.90 486.51 167.10

The peer group of companies listed above was selected at a time when a
significant segment of the Company's business consisted of defense and other
U.S. Government research and development. As a result of a restructuring program
completed in fiscal 2000, the Company's continuing operations now consist
primarily of the design and marketing of electronic components and power and
computing systems to commercial customers. The Company believes that the Russell
2000 Index provides a more meaningful comparison for measuring our financial
performance, and the peer group will not be included in future comparisons.

REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE ON EXECUTIVE
COMPENSATION

As described in more detail below, the Company's executive compensation
consists of three principal components--base salary and annual incentive
compensation as determined by the Compensation Committee of the Board of
Directors and stock option awards as determined by the Stock Option Committee of
the Board of Directors. During fiscal 2000, the Compensation Committee also
acted as the Stock Option Committee.

The compensation policies of the Company are designed to set its executive
compensation, including salary and short-term and long-term incentive programs,
at a level consistent with amounts paid to executive officers of companies of
similar size and business orientation and consistent with marketplace
requirements to attract and retain management personnel with the experience and
background to drive the commercialization of the Company's technologies. In this
regard, the compensation policies of the Company are particularly designed to
link executive officer bonus compensation to the Company's performance in the
short-term and to emphasize compensation from equity, primarily employee stock
options, for long-term incentives.

The Company's policy is to qualify executive compensation to be deductible
under applicable provisions of the Internal Revenue Code of 1986. However,
occasionally, in hiring a key individual such as the chief executive officer,
one or another component of the compensation package may not fully qualify for
deductibility under such provisions. Under those circumstances, the Board may
conclude that inclusion of this element of compensation is an important factor
in the Company's ability to secure the services of the particular individual and
is therefore in the Company's best interest, notwithstanding the potential
inability to deduct the particular component of compensation.

The three principal components of the Company's executive compensation are
as follows:

(1) BASE SALARY. Base salary is intended to be set at a level consistent
with amounts paid to executive officers of companies of comparable
size and business areas and generally reflective of the performance of
the Company and the individual. Salaries for executive officers are
reviewed on an annual basis. Base salary and annual bonus incentive
for Mr. Eibl in his capacity as President and Chief Executive Officer
of the Company for fiscal 2000 and fiscal 2001 is set forth in his
employment agreement described above.

(2) ANNUAL INCENTIVE COMPENSATION. The annual cash incentive bonus program
for executive officers is based on achieving performance targets for
revenue and operating income. The Company underwent a substantial
restructuring and reorganization in fiscal 2000, and only one
executive officer received a bonus for that year. For fiscal 2001, the
Compensation Committee adopted a bonus plan for executive officers
similar to that in fiscal 2000, with a new range of revenue and
operating income performance targets established.

(3) LONG TERM INCENTIVE COMPENSATION/STOCK OPTIONS. The Company's
long-term incentive program consists of a stock option program
pursuant to which the Chief Executive Officer and other executive
officers (as well as other key employees) are periodically granted
stock options at the then fair market value of the Company's Common
Stock. In addition, the Company has adopted employee stock option
programs for the award of stock options to executives and other key
employees in the Company's operating subsidiaries. These option
programs are designed to reward and retain executive officers of
subsidiaries in circumstances in which the Board believes that the
most effective incentive program relates directly to the particular
subsidiary rather than the Company as a whole.

Dated: March 16, 2001

COMPENSATION AND STOCK OPTION COMMITTEE

Robert Guyett
Jean Lavigne
Mark Rossi

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Robert Guyett, a director of the company, bought a total of 4,000 shares of
the Company's Common Stock in two separate transactions, both occurring on
February 4, 2000. Such transactions were reported on Form 4 filed September 15,
2000. Pursuant to the rules under Section 16(a) of the Securities Exchange Act
of 1934, this Form 4 was due by March 10, 2000.

RELATIONSHIP WITH INDEPENDENT AUDITORS

Ernst & Young LLP, independent auditors ("E&Y"), were the Company's
auditors in fiscal 2000.

The Company has engaged E&Y as its auditors for the current fiscal year;
provided, however, that if E&Y shall decline to act or otherwise become
incapable of acting, or if its engagement is otherwise terminated by the Board
of Directors (none of which events are currently anticipated), the Board of
Directors will appoint other auditors for the fiscal year.

Representatives of E&Y will be present at the meeting with an opportunity
to make a statement if they desire to do so and such representatives will be
available to respond to appropriate questions from shareholders in attendance.

FEES TO INDEPENDENT AUDITORS

AUDIT FEES

The aggregate fees incurred and payable to E&Y for professional services
rendered in connection with the audit of the Company's consolidated financial
statements for the year ended December 31, 2000, including reviews of the
Company's interim consolidated financial statements included in its Quarterly
Reports on Form 10-Q during calendar year 2000, were approximately $250,000.

AUDIT RELATED FEES

The aggregate fees incurred and payable to E&Y for professional services
rendered in connection with registration statements, statutory audits and the
audit of the Company's 401(k) Plan during calendar year 2000 were
approximately $105,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

E&Y did not render any professional services during calendar year 2000
in connection with Financial Information Systems Design and Implementation.

ALL OTHER FEES

The aggregate fees incurred and payable to E&Y for all professional
services rendered during calendar year 2000 except for Audit Fees and Audit
Related Fees were approximately $100,000.

SHAREHOLDER PROPOSALS

Shareholders may present proposals for inclusion in the proxy statement and
form of proxy to be used in connection with the 2002 Annual Meeting of
Shareholders of the Company, provided such proposals are received by the Company
no later than December 1, 2001 and are otherwise in compliance with applicable
laws and regulations. If a shareholder notifies the Company in writing prior to
March 1, 2002, that he or she intends to present a proposal at the Company's
2002 Annual Meeting of Shareholders, the proxyholders designated by the Board of
Directors may exercise their discretionary voting authority with regard to the
shareholder's proposal only if the Company's proxy statement discloses the
nature of the shareholder's proposal and the proxyholder's intentions with
respect to the proposal. If the shareholder does not notify the Company by such
date, the proxyholders may exercise their discretionary voting authority with
respect to the proposal without such discussion in the proxy statement.

OTHER BUSINESS

The Board of Directors does not intend to present any other business at the
meeting and knows of no other matters which will be presented at the meeting.

By Order of the Board of Directors

Donald M. Roberts
Secretary

Dated: March 20, 2001

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

ANNEX A

MAXWELL TECHNOLOGIES, INC.
AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (the "Audit Committee") is appointed by the Board of
Directors (the "Board") to assist the Board in monitoring (1) the integrity of
the financial statements of the Company, (2) the compliance by the Company with
legal and regulatory requirements and (3) the independence and performance of
the Company's internal and external auditors.

The Company's independent auditor is accountable to the Audit Committee and
the Board, as representatives of the Company's stockholders. The Audit Committee
and the Board have the ultimate authority to select, evaluate and, where
appropriate, replace the independent auditor.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Audit Committee. The Audit
Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditor to attend a meeting of the Audit
Committee or to meet with any members of, or consultants to, the Audit
Committee.

COMPOSITION AND MEETINGS

The Audit Committee shall have a minimum of three directors who meet the
independence and experience requirements of the NASD. Each member of the Audit
Committee shall be able to read and understand fundamental financial statements
and at least one member of the committee shall have past employment which
results in that member's financial sophistication. The members of the Audit
Committee shall be appointed by the Board.

The Audit Committee shall meet as frequently as circumstances require. The
Audit Committee shall meet at least annually, and more often as warranted, with
the Company's chief financial officer, the senior internal auditing executive,
if one has been appointed, and the independent auditor in separate executive
sessions to discuss any matters that the Audit Committee or each of these
parties believes should be discussed privately.

ATTENDANCE

Audit Committee members will strive to be present at all meetings. As
necessary or desirable, the Audit Committee Chair may request that members of
management and representatives of the independent accountants be present at
Committee meetings.

RESPONSIBILITIES

The Audit Committee's responsibility is oversight, and it recognizes that
the Company's management is responsible for preparing the Company's financial
statements. Additionally, the Board of Directors recognizes that the Company's
management (including the financial staff and internal audit staff, if any), as
well as the independent auditor, have more knowledge and specific information
about the Company and its financial statements and performance than do the
members of the Audit Committee; consequently, in carrying out its oversight
responsibilities the Audit Committee shall not be charged with, and is not
providing, any expert or special assurances as to the Company's financial
statements or any professional certification as to the independent auditor's
work.

SPECIFIC FUNCTIONS

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

The Audit Committee shall:

1. Make regular reports to the Board.

2. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval. The Charter will be included as
an appendix to the annual stockholders' meeting proxy statement once every three
years or in the next annual stockholders' meeting proxy statement after any
significant amendment to the Charter.

3. Prepare the "audit committee report" required by the rules of the
Securities and Exchange Commission to be included in the Company's annual proxy
statement.

4. Review the Company's annual audited financial statements with
management, including major issues regarding accounting and auditing principles
and practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

5. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements.

6. Have a predetermined arrangement with the independent accountants that
they will advise the Audit Committee Chair and management of the Company of any
matters that the Audit Committee should be aware of which are identified through
procedures followed for interim quarterly financial statements, and that such
notification is to be made prior to the related press release or, if not
practicable, prior to filing Forms 10-Q.

7. Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor, internal auditors or
management.

8. Recommend to the Board the appointment of the independent auditor, which
firm shall be ultimately accountable to the Audit Committee and the Board.

9. Receive periodic reports from the independent auditor regarding the
auditor's independence consistent with Independent Standards Board Standard 1,
discuss such reports with the auditor, and if so determined by the Audit
Committee, recommend that the Board take appropriate action to oversee the
independence of the independent auditor.

10. Evaluate, together with the Board and management, the performance of
the independent auditor and make recommendations to the Board, if necessary, to
replace the independent auditor.

11. Approve the fees to be paid to the independent auditor.

12. Review with the independent auditor the planning and scope of the
audit.

13. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct of
the audit.

14. Review with the independent auditor any problems or difficulties the
auditor may have encountered during the audit and any management letter provided
by the auditor and the Company's response to that letter. Such review may
include:

a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to required
information.

b) Any changes required in the planned scope of the audit.

15. Review any appointment or replacement of a senior internal auditing
executive.

16. Review any significant reports to management prepared by any Company
internal auditing staff and management's responses.

17. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor and
control such exposures.

18. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations.

19. Review with the Company's legal counsel any legal matters that may have
a material impact on the financial statements, the Company's compliance policies
and any material reports or inquiries received from regulators or governmental
agencies.

MAXWELL TECHNOLOGIES, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS

The undersigned shareholder of MAXWELL TECHNOLOGIES, INC. hereby appoints
Carlton J. Eibl and Donald M. Roberts and each of them with full power of
substitution to each, proxies of the undersigned to represent the undersigned
at the 2001 Annual Meeting of Shareholders of MAXWELL TECHNOLOGIES, INC. to
be held on April 27, 2001, at 10:00 A.M., local time, at the Mission Valley
Marriott, 8757 Rio San Diego Drive, San Diego, California and at any
adjournment(s) thereof, with all power, including voting rights, which the
undersigned would possess if personally present at said meeting on the
matters set forth on the reverse side.

THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS A CONTRARY DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR LISTED ON
THE REVERSE SIDE AND FOR PROPOSAL (2).

The proxies (or, if only one, then that one proxy) or their substitutes
acting at the meeting may exercise all powers hereby conferred.

The undersigned hereby revokes any prior proxy and ratifies and confirms all
that the above-named proxies or their substitutes, and each of them, shall
lawfully do or cause to be done by virtue hereof.

The undersigned hereby acknowledges receipt of the Notice of the 2001 Annual
Meeting of Shareholders and accompanying Proxy Statement dated March 20, 2001.

- FOLD AND DETACH HERE -

Please mark your votes as indicated in this example /X/

1. To elect Mark Rossi and Jean Lavigne as directors of the Company in Class
II, to serve until 2004 annual meeting of shareholders and until their
successors shall have been duly elected and qualified.

FOR / / WITHHELD FOR ALL / /

2. To consider and approve an amendment to the Company's Employee
Stock Purchase Plan to increase the maximum number of shares
reserved for purchase thereunder by 250,000 shares.

FOR / / AGAINST / / ABSTAIN / /

3. To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereafter.

Signature ____________________ Signature ______________________ Date __________

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.

- FOLD AND DETACH HERE -