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 Rule 14a-11(c) or Rule 14a-12

HELIX TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(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):
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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previously. Identify the previous filing by registration statement number,
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HELIX TECHNOLOGY CORPORATION
MANSFIELD CORPORATE CENTER
NINE HAMPSHIRE STREET
MANSFIELD, MA 02048-9171
TELEPHONE (508) 337-5500 - FAX (508) 337-5175

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

WEDNESDAY, APRIL 24, 2002, AT 11:00 A.M.

To the Stockholders of Helix Technology Corporation:

Notice is hereby given that the 2002 Annual Meeting of Stockholders of Helix
Technology Corporation will be held on Wednesday, April 24, 2002, at 11:00 a.m.
at The Down Town Club, 225 Franklin Street, Boston, Massachusetts, for the
following purposes:

1. To elect a Board of Directors;

2. To adopt the Amended and Restated Stock Option Plan for Non-Employee
Directors

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

Only stockholders of record at the close of business on March 13, 2002, will be
entitled to notice of and to vote at the meeting.

By Order of the Board of Directors

Beverly L. Armell
CORPORATE SECRETARY

Mansfield, Massachusetts
March 30, 2002

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. IF YOU
ATTEND THE MEETING AND 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) 337-5500 - FAX (508) 337-5175

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the 2002 Annual Meeting of
Stockholders to be held at The Down Town Club, 225 Franklin Street, Boston,
Massachusetts, on Wednesday, April 24, 2002, at 11:00 a.m., and at any
adjournments thereof. The matters to be considered and acted upon at the meeting
are set forth in the attached Notice of Annual Meeting.

The record date for the determination of stockholders entitled to notice of and
to vote at the meeting has been fixed by the Board of Directors as the close of
business on March 13, 2002. As of that date there were 22,639,364 shares of
common stock, $1.00 par value per share, 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. A majority of the outstanding
shares of common stock will constitute a quorum at the meeting. Votes withheld,
abstentions, and broker non-votes (where a broker or nominee does not exercise
discretionary authority to vote on a matter) are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.

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

A plurality of the votes cast by stockholders entitled to vote at the meeting is
required for the election of directors. Abstentions and broker non-votes will
not be treated as votes cast for this purpose and will not affect the outcome of
the election. The affirmative vote by the holders of a majority of the
securities present, or represented, and entitled to vote at the meeting is
required to approve the Amended and Restated Stock Option Plan for Non-Employee
Directors. 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.

This proxy statement, the Notice of Annual Meeting, and the form of proxy will
first be sent to stockholders on or about March 30, 2002.

PROPOSAL 1
ELECTION OF DIRECTORS

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

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE
ELECTION OF MESSRS. BUCKLAND, GABRON, AND LEPOFSKY AND DRS. HAYES, SCHORR, AND
WRIGHTON TO THE BOARD OF DIRECTORS.

DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------------------------------------------------------------------------

Arthur R. Buckland...........53 President and Chief Executive Officer, Engim Inc. 1996

Frank Gabron.................71 Retired Chief Executive Officer of the Company 1980

Robert H. Hayes..............65 Professor, Harvard Business School 1998

Robert J. Lepofsky*..........57 President and Chief Executive Officer of the Company 1987

Marvin G. Schorr*............77 Chairman of the Board of the Company, 1982
Chairman of the Board of Tech/Ops Sevcon, Inc.

Mark S. Wrighton*............52 Chancellor, Washington University, St. Louis 1990
- ------------------------------------------------------------------------------------------------

* Member of the Executive Committee

Mr. Buckland has served as President and Chief Executive Officer of Engim
Inc., a privately owned semiconductor company, since February 2001. He served
as President, Chief Executive Officer, and Chairman of CP Clare Corporation
from 1993 to 2001. From 1992 to 1993 he served as President of FourPi
Systems, a privately held company. He served as President of Lex Electronics
in the United Kingdom from 1990 to 1991. Prior to 1990, he held executive
management positions at Schlumberger Ltd., Teradyne, Fairchild, and Texas
Instruments Incorporated.

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

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

Mr. Lepofsky has served as President of the Company since February 1987, and as
Chief Executive Officer of the Company since January 1989. Prior to that, he
served as Chief Operating Officer of the Company from December 1982 to December
1988, and was a 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 has served as Chairman of the Board of the Company since August 1996.
He served as President and Chief Executive Officer of Tech/Ops, Inc., from 1962
to 1987 and Chairman of the Board of that company from 1981 to 1987. In 1987
Tech/Ops was reorganized into three companies: Landauer, Inc., Tech/Ops Sevcon,
Inc., and Tech/Ops Corporation, of which the former two are publicly owned
manufacturers of technology-based products and services, and the latter was a
privately owned consulting business that was dissolved in 1999. Dr. Schorr has
been Chairman of the Board of Directors of Tech/Ops Sevcon, Inc. since 1987, and
was Chairman of the Board of Directors of Landauer, Inc., and Tech/Ops
Corporation, Inc., from 1987 to 1999.

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

There are no family relationships between any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer of the Company.

COMMITTEES OF THE BOARD

In addition to the Executive Committee, the Board of Directors has a Human
Resources and Compensation Committee consisting of Drs. Hayes, Schorr and
Wrighton, an Audit Committee consisting of Messrs. Buckland, Diggs, and Gabron,
and a Nominating Committee consisting of Messrs. Diggs and Buckland, and Dr.
Wrighton. The functions of the Audit Committee are to oversee the engagement of
auditors, including the fee, scope, and timing of the audit and any other
services rendered; to review policies and procedures and the effectiveness of
internal controls; and to oversee the financial reporting process, including
review of the audited financial statements. The Audit Committee operates under a
written charter adopted by the Board of Directors. Each member of the Audit
Committee is independent as defined by applicable Nasdaq Stock Market listing
standards. The functions of the Human Resources and Compensation Committee
include the review and approval of executive compensation and the administration
and supervision of the Company's equity compensation plans. The functions of the
Nominating Committee are to consider and recommend nominees for director and
members of committees of the Board.

During the year ended December 31, 2001, the Board of Directors held six
meetings, the Audit Committee held three meetings and the Human Resources and
Compensation Committee held two meetings. During the year, all directors
attended at least 89% of the aggregate of the total number of Board of
Directors' meetings and Committee meetings on which they served, with the
exception of Mr. Diggs, who attended 55%.

AUDIT COMMITTEE REPORT

In the course of its oversight of the Company's financial reporting process, the
Audit Committee of the Board of Directors has (i) reviewed and discussed with
management the Company's audited financial statements for the year ended
December 31, 2001, (ii) discussed with PricewaterhouseCoopers LLP, the Company's
independent auditors, the matters required to be discussed by Statement on
Accounting Standards No. 61, COMMUNICATION WITH AUDIT COMMITTEES, and (iii)
received the written disclosures and the letter from the auditors required by
Independence Standards Board Standard No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT
COMMITTEES, discussed with the auditors their independence, and considered
whether the provision of nonaudit services by the auditors is compatible with
maintaining their independence.

Based on the foregoing review and discussions, the Audit Committee recommended
to the Board of Directors that the audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001, for filing with the Securities and Exchange Commission.

By the Audit Committee,

Frank Gabron (Chair)
Arthur R. Buckland
Matthew O. Diggs, Jr.

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning compensation
paid for services in all capacities for the years ended December 31, 2001, 2000,
and 1999, to the Company's Chief Executive Officer and other most highly
compensated executive officer serving as of December 31, 2001. The table also
sets forth certain information concerning the compensation for a former
executive officer whose employment with the company terminated prior to December
31, 2001, and who otherwise would have been one of the most highly compensated
executive officers (collectively, the "named executive officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS ALL OTHER
--------------------- COMPENSATION
ANNUAL COMPENSATION SECURITIES UNDERLYING ------------
NAME AND ------------------- STOCK OPTIONS 401(K)
PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) MATCH (1) OTHER (2)
- --------------------------------------------------------------------------------------------------------

Robert J. Lepofsky 2001 $475,000 $ 35,000 - $10,200 $4,644
President and Chief 2000 425,000 175,000 - 10,200 2,658
Executive Officer 1999 390,000 150,000 200,000 10,000 2,431

Robert E. Anastasi 2001 235,000 25,000 15,000 10,200 2,146
Executive Vice President 2000 200,000 100,000 10,000 10,200 595
1999 185,000 85,000 - 10,000 579

Michael El-Hillow (3) 2001 121,000 - 15,000 7,260 623
Former Senior Vice President 2000 200,000 80,000 10,000 10,200 388
and Chief Financial Officer 1999 185,000 80,000 - 10,000 359
- --------------------------------------------------------------------------------------------------------

(1) Represents Company matching contributions under the Company's 401(k) Plan.
(2) Represents premiums paid by the Company for excess group life insurance.
(3) Mr. El-Hillow ceased to be employed by Helix on July 18, 2001.

STOCK OPTION GRANTS IN 2001

The following table provides information concerning the grant of stock options
(also reported in the Summary Compensation Table) under our 1996 Equity
Incentive Plan during the year ended December 31, 2001, to the named executive
officers.

POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENTAGE OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF STOCK APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM (2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------
NAME GRANTED (1) 2001 (PER SHARE) DATE 5% 10%
- -----------------------------------------------------------------------------------------------------------

Robert E. Anastasi 15,000 15.2% $27.7345 02/21/2011 $261,631 $663,025
Michael El-Hillow 15,000 15.2% 27.7345 (3) (3) (3)
- -----------------------------------------------------------------------------------------------------------

(1) These options are exercisable in four equal annual cumulative installments
beginning one year from the date of grant, which was February 21, 2001.

(2) The 5% and 10% rates used are mandated by the Securities and Exchange
Commission. The actual value, if any, that an executive may realize upon
option exercises will depend on the excess 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. No gain to the
executives is possible without an increase in the price of the common
stock, which would benefit all stockholders proportionately.

(3) Mr. El-Hillow's options terminated as a result of the termination of his
employment with the Company.

STOCK OPTION EXERCISES IN 2001 AND YEAR-END STOCK OPTION VALUES

The following table provides information with respect to the named executive
officers concerning the exercise of options during the year and the value of
unexercised options held at December 31, 2001.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 2001 DECEMBER 31, 2001 (2)
ACQUIRED ON VALUE -------------------------- -----------------------------
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------

Robert J. Lepofsky - - 25,000 150,000 $ 49,313 $295,875
Robert E. Anastasi - - 67,500 32,500 221,850 -
Michael El-Hillow 50,000 $198,843 - - - -
- ----------------------------------------------------------------------------------------------------------

(1) "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 that may
have been owed.

(2) Based on the mean between the high and low prices for the common stock of
the Company as reported by the Nasdaq Stock Market on December 31, 2001,
($22.785), less the price to be paid upon exercise.

RETIREMENT PROGRAM

The following table sets forth estimated combined annual benefits under the
Company's Pension Plan and the Company's Supplemental Key Executive Retirement
Plan (SERP), on a straight-life annuity basis, to persons in specified
compensation and years-of-service categories, as if they had retired at age 65
at December 31, 2001.

ESTIMATED ANNUAL PENSION
AVERAGE (INCLUDING SERP BENEFITS)
ANNUAL COMPENSATION BASED ON YEARS OF SERVICE INDICATED
ON WHICH RETIREMENT -------------------------------------------------------------------
BENEFITS ARE BASED 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ----------------------------------------------------------------------------------------------

$200,000 $31,432 $ 47,655 $ 63,507 $ 80,842 $ 80,842
250,000 40,999 61,277 81,092 102,762 102,762
300,000 50,999 76,143 99,921 125,925 125,925
350,000 60,999 91,143 118,884 149,222 149,222
400,000 70,999 106,143 137,847 172,518 172,518
450,000 80,999 121,143 156,810 195,815 195,815
500,000 90,999 136,143 175,773 219,112 219,112
550,000 100,999 151,143 194,736 242,363 242,363

PENSION PLAN

The Company maintains a noncontributory qualified Pension Plan for the benefit
of its employees, including the individuals named in the Summary Compensation
Table. Employees who are at least 21 years of age with one year of service are
eligible for this plan. Contributions to the plan, which is a defined benefit
plan, are not included in the Summary Compensation Table because such
contributions are made on an actuarial basis and cannot be separately
calculated. The Company recognized pension expense of $1,001,000 for 2001;
however, because the plan was overfunded, a contribution was not required and
not made in 2001.

Compensation covered by the plan includes salary but excludes bonuses or
incentive awards, if any. Benefits under the plan as set forth in the table
above are determined on a straight-life annuity basis, based upon years of
participation completed after December 31, 1978, and highest consecutive
60-month average compensation during the last 120 months of employment and are
integrated with Social Security benefits. As of December 31, 2001, Messrs.
Lepofsky and Anastasi each had accrued 23 years of benefit service under the
plan.

In 1992 the Company adopted a Supplemental Key Executive Retirement plan (SERP)
that is designed to supplement benefits paid to certain 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 SERP provides that participants with 25 or more years of service
who have reached the age of 65 at the time of retirement will receive a
supplemental annual pension from 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-provided retirement benefits. Benefits under the
SERP are reduced for participants with less than 25 years of service. The
Company recorded additional retirement costs of $167,000 in connection with the
SERP in 2001.

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

COMPENSATION COMMITTEE REPORT

The Human Resources and Compensation Committee of the Board of Directors is
composed of three independent, non-employee directors. The Committee regularly
reviews and approves generally all compensation and 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 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 1996 Equity Incentive Plan.
The Committee also reviews and administers the Company's 1996 Stock Option Plan
for Non-Employee Directors. The Committee reviews from time to time executive
compensation reports prepared by independent organizations in order to evaluate
the appropriateness of its executive compensation program.

The Committee uses base salary to compensate the named executive officers for
past and ongoing contributions and the performance-based bonus program to
provide incentives for enhancing near-term profitability and stockholder value.
In addition, it uses stock options to provide incentives for enhancing
longer-term growth in profitability, return on equity, and stockholder value. In
order to meet these objectives, the Committee first sets base salaries for the
named executive officers, taking into account the prior year's performance and
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 year and sets incentive target bonus awards that 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. The Committee meets annually to review the performance of the Company
and the performance of the Chief Executive Officer and each other named
executive officer in relation to the Company's performance plan for the year
then ended, as well as to the goals set for the Chief Executive Officer and each
other named executive officer, and awards bonuses accordingly. The Committee
then sets base salaries and target bonus awards for the next year. The Committee
has discretion to reward extraordinary accomplishments with special bonuses. In
this process the Committee first meets with the Chief Executive Officer to
review the performance of the Company and the performance of each of the other
named executive officers and then meets in an Executive Session to review the
performance of all the named executive officers, including the Chief Executive
Officer.

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

In the case of the Company's Chief Executive Officer, the Committee considered
the difficult year experienced by the Company as a result of the general
slowdown in the semiconductor capital equipment industry and awarded the
Company's Chief Executive Officer a bonus well below his target bonus for the
year and maintained his salary for 2002 at the 2001 level.

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

By the Human Resources and Compensation Committee,
Dr. Robert H. Hayes, (Chair)
Dr. Marvin G. Schorr
Dr. Mark S. Wrighton

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the change in the cumulative total
stockholder return of the Company's common stock against the change in the
cumulative total return of the Standard & Poor's Technology Sector Composite
Index and the Nasdaq Composite Index for the period of five years ended December
31, 2001. Management cautions that the stock price performance shown in the
graph below should not be considered indicative of potential future stock
performance.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN *
AMONG HELIX TECHNOLOGY CORPORATION, NASDAQ (U.S.) INDEX
AND S&P TECHNOLOGY SECTOR COMPOSITE INDEX

[Performance Graph]

12/96 12/97 12/98 12/99 12/00 12/01
---------------------------------------------------

Helix 100.00 139.78 97.74 343.54 183.78 178.09
NASDAQ 100.00 122.48 172.68 320.89 193.01 153.15
S & P Tech Sector 100.00 126.09 218.11 381.99 229.38 174.89

*Assumes the value of the investment in Helix Technology Corporation and each
index was $100 on December 31, 1996, and that all dividends were reinvested.

DIRECTORS' COMPENSATION

During 2001 each non-employee director received an annual retainer fee of
$25,000 ($26,000 for Committee Chairmen), payable in four equal quarterly
installments. A director who is also a full-time employee of the Company
receives no additional compensation for services as a director.

In addition, the Company has a stock option plan, the 1996 Stock Option Plan for
Non-Employee Directors of the Company, covering its non-employee directors.
Under the terms of the 1996 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 in five
cumulative annual installments of 2,000 shares each. For each non-employee
director who remains eligible, an installment of 2,000 shares shall become
exercisable immediately upon his or her election as a director at the applicable
Annual Meeting of Stockholders and the remaining installments shall become
exercisable upon each further reelection as a director of the Company at a
subsequent Annual Meeting of Stockholders. This Plan is proposed to be amended
and restated as described under Proposal 2.

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

EMPLOYMENT AGREEMENTS

In February 1999 the Company entered into a new employment agreement with Mr.
Lepofsky, which runs through February 2007. The agreement has a minimum annual
salary that may be increased by the Board of Directors from time to time;
however, if increased, it may not be reduced again except as part of a general
reduction of all executive salaries. The current salary level is $475,000. The
agreement provides for additional incentive compensation in the sole discretion
of the Board of Directors and provides Mr. Lepofsky with a nonqualified
supplemental pension benefit that will pay him the benefit that cannot be paid
from the Company's tax-qualified pension plan due to Internal Revenue Service
limits. The 1999 agreement contained a nonqualified stock option granting to Mr.
Lepofsky the right to purchase up to 200,000 shares of common stock of the
Company at an option price of $20.8125 per share. This option was granted under
the Company's Equity Incentive Plan and is exercisable in eight annual
installments of 25,000 shares each, beginning in February 2000.

The agreement provides for certain benefits in the event of involuntary
termination of Mr. Lepofsky's employment not for cause or in the event Mr.
Lepofsky terminates his employment following (i) a change of control of the
Company that is not approved by our Board of Directors, and
(ii) a change in a majority of the directors. 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 February 2007, or for two years,
whichever period is shorter. In the event of a change of control of the Company
not approved by the Board of Directors, followed by a change in a majority of
the directors on the Board, Mr. Lepofsky would have the right to terminate his
agreement and all remaining installments of his 200,000-share stock option would
become exercisable. In the event of the involuntary termination of Mr.
Lepofsky's employment not for cause, up to three remaining 25,000-share
installments of his 200,000-share stock option would become exercisable.

Any compensation payable to Mr. Lepofsky contingent upon a change of control
which qualifies as a parachute payment under Section 280G of the Internal
Revenue Code, as amended, shall be limited to the maximum amount that may be
paid to him without any part of all of such compensation being deemed an excess
parachute payment under that Section. Based on his current base salary and
Agreement, Mr. Lepofsky could receive a maximum (as described above) of
$1,520,948 under this severance arrangement.

In July 1997, the Company entered into an employment agreement with Mr.
Anastasi, which is terminable at any time. The agreement provides for a base
salary, which may be increased from time to time at the discretion of the Human
Resources and Compensation Committee. Mr. Anastasi is also eligible to receive
an annual performance bonus. If the Company terminates Mr. Anastasi's employment
without cause or if he terminates his employment for good reason, as such terms
are defined in the agreement, the Company is required to pay to Mr. Anastasi an
amount equal to his monthly salary at the time of termination for 12 months if
he had been employed for at least one year and for 24 months if he had been
employed for at least five years. In addition, the Company is required to pay to
Mr. Anastasi an amount equal to his average annual bonus for the prior three
years. Mr. Anastasi agreed not to compete with the Company for at least two
years following termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2001 non-employee directors Dr. Robert H. Hayes, Dr. Marvin G. Schorr,
and Dr. Mark S. Wrighton served as members of the Human Resources and
Compensation Committee. None of the Human Resources and Compensation Committee
members or named executive officers has any relationships that must be disclosed
under this caption.

PROPOSAL 2
ADOPTION OF THE AMENDED AND RESTATED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS

GENERAL

On February 20, 2002, the Board of Directors voted to approve the Amended and
Restated Stock Option Plan for Non-Employee Directors, subject to the
approval of the stockholders. The amendments to the Plan do not increase the
total number of shares that may be issued under the Plan or the total number
of shares that may be awarded to any director to vest in any year. The Plan
provides for a total of 200,000 shares that may be awarded, of which 26,000
shares are subject to outstanding options, 40,000 shares have

been previously awarded and exercised and 134,000 shares, together with any
outstanding options that terminate or lapse unexercised, are available for
award.

In approving amendments to the Plan, the Board sought to increase the
flexibility with which options may be granted to non-employee directors. Under
the original plan, options were granted in blocks of 10,000 shares that became
exercisable in five equal installments over a five-year period. The amended Plan
instead provides for annual option grants that may be exercised for the purchase
of 2,000 shares on the one-year anniversary of the grant date. Providing for
annual option grants allows for the pricing of options to more accurately
reflect the performance of the Company over the period in which the options are
earned by the non-employee directors. In the case of a new director, the Board
may grant annual options prior to the regularly scheduled grant date but subject
to the same vesting schedule that would have otherwise applied. The amended Plan
extends the date options expire after an optionholder ceases to be a director
from six months to one year or the options earlier expiration date. The amended
Plan also extends the Plan's termination date from 2006 to 2012.

In addition to providing the Board with greater flexibility in pricing and
awarding options, the amended Plan provides non-employee directors with greater
flexibility in selecting a method of payment when purchasing shares through the
exercise of options. The amended Plan permits options that have vested to be
exercised within twelve months following termination of service as a director,
as opposed to the six-month post-termination exercise period provided by the
current Plan.

The following summary of the amended Plan is qualified by reference to the full
text of the Amended and Restated Stock Option Plan for Non-Employee Directors
attached as Appendix A to this proxy statement.

SUMMARY OF THE AMENDED PLAN

The amended Plan provides for the grant 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 act in the best interests of the Company and the
stockholders through continuing ownership of common stock. The amended Plan is
administered by the Human Resources and Compensation Committee of the Board of
Directors.

Under the terms of the amended Plan, each director of the Company who is not 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 shall be granted an option,
immediately upon his or her election, to acquire 2,000 shares of common stock
vesting on the date of the next Annual Meeting of Stockholders. Any director who
is not otherwise an employee of the Company or any of its subsidiaries, who will
continue serving as a director of the Company, and who is fully vested in all
his or her options granted under the Plan prior to the amendment and
restatement, shall be granted an option at the conclusion of the Annual Meeting
of Stockholders to acquire 2,000 additional shares of common stock vesting on
the one-year anniversary of such grant.

In connection with an eligible director's first election to the Board, the
Committee may, in its discretion, grant some or all of the options scheduled to
be granted to the director following future Annual Meetings of Stockholders.
Such options shall vest according to the vesting schedule that would have
applied to the options had the options been granted on the regularly scheduled
grant date. The Committee may not,

however, grant early any options that are not scheduled to be granted under the
Plan within the four-year period following the early grant date.

Options are granted under the amended Plan at an exercise price equal to the
fair market value of the Company's common stock on the date of grant. Fair
market value is 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 Stock Market or on the principal national securities exchange on which
the common stock is then listed.

Upon the exercise of an option, an optionholder may pay the purchase price for
the shares being purchased (i) in cash or cash equivalents, (ii) in shares of
common stock of the Company either previously owned for a period of at least six
months, or not acquired directly or indirectly from the Company by the person
exercising the option, valued at fair market value on the business day
immediately prior to the date of exercise, (iii) by instructing a broker to sell
all or part of the shares of common stock acquired upon exercise and to deliver
all or part of the sales proceeds to the Company, or (iv) such other form of
payment acceptable to the Committee. Options granted under the amended Plan are
nonqualified stock options.

Options are not assignable or transferable, except in the event of death. If
an optionholder ceases to be a director, no additional options shall vest,
and vested options, if not exercised, shall expire on the earlier of the
one-year anniversary of such cessation or the option expiration date. No
options may be granted after February 20, 2012, although previously granted
options may survive beyond that date.

No amendment of the amended Plan by the Committee may (i) increase materially
the benefits accruing to participants under the amended Plan, (ii) increase the
number of options that may be granted under the amended Plan or the number of
options that may be granted to any eligible director, (iii) modify the
provisions of the amended Plan regarding eligibility or exercise price or (iv)
extend the expiration date of the amended Plan.

FEDERAL INCOME TAX CONSEQUENCES

The Company has been advised by Palmer & Dodge LLP, counsel to the Company,
that, under the federal tax laws, options granted under the amended Plan will be
treated as follows:

NONQUALIFIED STOCK OPTIONS. The grant of nonqualified stock options, like those
granted under the amended 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 optionholder 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 for those shares, which will be used to compute 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 optionholder. Any additional gain or loss recognized by the optionholder
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.

TAX OBLIGATIONS. In the Committee's discretion, the minimum statutory
withholding obligations, if any, based on the minimum statutory withholding
rates for federal and state tax purposes, may be paid in shares of common stock
received upon exercise of the option, valued at the fair market value of the
common stock on the date of exercise.

EXERCISE OF OPTIONS BY EXCHANGE OF COMPANY COMMON STOCK. When an optionholder
exercises nonqualified stock options by exchanging other shares of the Company's
common stock owned by the optionholder instead of, or in addition to, cash as
payment of the option price: (i) no gain or loss will be recognized with respect
to any previously owned 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 previously owned stock
will be the same as the basis of the previously owned stock, plus any amount
treated as ordinary income; and (iii) provided the previously owned 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 previously owned stock
surrendered.

APPROVAL

Although stockholder approval may not be required, the Board of Directors has
chosen to submit the amended Plan to stockholders for approval. In the event
that stockholder approval is not received, the amended Plan will not be
implemented and no options will be granted under the amended Plan. In that case,
the unamended Plan will remain in effect and options will be granted under it.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
APPROVAL OF THE AMENDED AND RESTATED STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS

SECURITY OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information with respect to beneficial
ownership of shares of the Company's common stock as of March 13, 2002 (i) by
each person (including any partnership, syndicate, or other group) known to
management to be the beneficial owner of more than five percent of the
outstanding shares of common stock, (ii) by each director of the Company,
(iii) by each of the named executive officers, and (iv) by the executive
officers and directors of the Company as a group. Except as indicated in the
footnotes to this table, the persons named in the table have sole voting and
investment power with respect to the shares shown as beneficially owned by
them.

SHARES BENEFICIALLY OWNED
BENEFICIAL OWNER NUMBER PERCENT OF CLASS
- --------------------------------------------------------------------------------------------------

Capital Group International, Inc................................... 2,712,060 (1) 12.0%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384

Capital Guardian Trust Company..................................... 2,566,000 (1) 11.4%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384

DePrince, Race & Zollo............................................. 2,229,653 (1) 9.9%
201 South Orange Avenue
Orlando, FL 32801

FMR Corp........................................................... 1,165,110 (1) 7.1%
82 Devonshire Street
Boston, MA 02109

Wellington Management Company LLP.................................. 1,481,600 (1) 6.6%
75 State Street
Boston, MA 02109

NON-EMPLOYEE DIRECTORS:

Arthur R. Buckland................................................. 5,436 **

Matthew O. Diggs, Jr............................................... 16,000 (2) **

Frank Gabron....................................................... 38,000 (2) **

Robert H. Hayes.................................................... 8,000 (2) **

Marvin G. Schorr................................................... 102,800 (2) **

Mark S. Wrighton................................................... 10,400 **

NAMED EXECUTIVE OFFICERS:

Robert J. Lepofsky................................................. 341,796 (2)(3) 1.49%
President, Chief Executive Officer and Director

Robert E. Anastasi................................................. 84,608 (2) **
Executive Vice President

Michael El-Hillow (4).............................................. -
Former Senior Vice President and Chief Financial Officer

ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (9)................ 607,840 (2)(3) 2.67%
- --------------------------------------------------------------------------------------------------
** Less than 1 percent of shares outstanding.

(1) Based on Schedules 13G or 13D filed with the Securities and Exchange
Commission.

(2) Includes shares that each named individual has the right to acquire within
60 days from March 13, 2002, through the exercise of options. The amounts
listed include shares under such options as follows: Mr. Diggs, 8,000;
Dr. Hayes, 2,000; Dr. Schorr, 10,000; Mr. Lepofsky, 50,000; Mr. Anastasi,
83,750; and all directors and executive officers as a group, 153,750. Also
includes 730 equivalent shares for Mr. Lepofsky and 858 equivalent shares
for Mr. Anastasi held in the Company's 401(k) retirement savings plan.

(3) Includes 40,000 shares held in a trust fund, with respect to which shares
Mr. Lepofsky disclaims beneficial ownership.

(4) Mr. El-Hillow ceased to be employed by Helix on July 18, 2001.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 the
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. Executive officers, directors, and greater-than-10-percent
stockholders 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 year ended December 31, 2001, all Section 16(a) filing
requirements applicable to its executive officers, directors and
greater-than-10-percent beneficial owners were complied with.

ANNUAL REPORT AND AUDITORS

The Company's Annual Report on Form 10-K for the year ended December 31, 2001,
includes financial statements and a report of PricewaterhouseCoopers LLP. A
representative of PricewaterhouseCoopers LLP is expected to be present at the
meeting to make a statement, if he or she so desires, and to respond to
appropriate questions. The fees for services provided by PricewaterhouseCoopers
LLP to us in 2001 were as follows:

Audit fees $180,910
All other fees 331,739
--------
$512,649

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

OTHER MATTERS

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

STOCKHOLDER PROPOSALS

The Company must receive any stockholder proposal intended to be included in
the Company's proxy materials for the 2003 Annual Meeting of Stockholders no
later than December 1, 2002. The Company must receive any stockholder
proposals intended to be presented at such meeting in 2003 not later than
February 14, 2003.

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
CORPORATE SECRETARY

March 30, 2002

Appendix A

AMENDED AND RESTATED
HELIX TECHNOLOGY CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1. PURPOSE

The purpose of the Helix Technology Corporation 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 serve 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 (including options granted under the Plan prior to the
date of this amendment and restatement ("Prior Options")) shall not exceed
200,000 in the aggregate (the "Shares"), subject to adjustment in accordance
with Section 9 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.

3. ADMINISTRATION OF PLAN

The Plan shall be administered by the Human Resources and
Compensation Committee of the Board of Directors (the "Board") or such other
committees as the Board may appoint satisfying the requirements to qualify
for an exemption under Rule 16b-3 under the Securities Exchange Act of 1934
(the "Committee"). 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.

Grants of stock options under the Plan shall be made by the Committee
as provided in Section 4. All questions of interpretation with respect to the
Plan and options granted under it shall be determined by the Committee, and such
determination shall be final and binding upon all persons having an interest in
the Plan.

The Committee shall have the power to (i) make all 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 Committee shall deem
expedient to carry it into effect, and (iii) constitute and appoint a person or
persons 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 under it be within the authority of the Committee in accordance with the
terms of this Plan, subject to the authority, discretion or power of the
stockholders to fail to elect an

A-1

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. GRANT OF OPTIONS

(a) ANNUAL OPTION GRANT. Upon the conclusion of each regular annual
meeting of the Corporation's stockholders held in the year 2002 or thereafter,
each Director of the Corporation who is not otherwise an employee of the
Corporation or any of its subsidiaries (a "Non-Employee Director") who will
continue serving as a member of the Board thereafter and who does not hold Prior
Options which have not yet vested, shall be granted an Option to acquire 2,000
shares under the Plan (the "Annual Option").

(b) INITIAL OPTION GRANT. Any Non-Employee Director of the Corporation
who is elected for the first time otherwise than at an annual meeting after the
2002 meeting shall receive an initial Option to acquire 2,000 shares under the
Plan (the "Initial Option") which shall become exercisable as of the date of the
annual meeting following such Non-Employee Director's election. The Non-Employee
Director shall be eligible to receive Annual Options as described in Section
4(a).

(c) EARLY GRANT OF ANNUAL OPTIONS. For a Non-Employee Director elected
as Director for the first time, the Committee may, in its discretion, grant the
Annual Option in a year prior to which the Annual Option is earned at the time
an Initial Option is granted, provided that any such Annual Option (the "Early
Annual Option") shall become vested according to the vesting schedule that would
have applied to the option had the option been granted on its regularly
scheduled grant date. The Committee may only grant Early Annual Options as far
as four years prior to the date on which the Annual Option would have been
granted had such option not been granted early.

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 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 Stock Market 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 9 hereof.

A-2

7. MANNER OF EXERCISE OF OPTIONS

(a) TIME AND MANNER OF EXERCISE OF OPTIONS.

Options granted under the Plan shall become exercisable in full on the
one year anniversary of the date of the grant, subject to the limitations
applicable to Early Annual Options set forth in Section 4(b). 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 to the Corporation, signed by the person or persons exercising the
option, stating the number of Shares with respect to which the option is being
exercised, accompanied by payment in full for such Shares. Payment may be made
in whole or in part by (i) cash or cash equivalents, (ii) shares of Common Stock
of the Corporation already owned for a period of at least six months, or not
acquired directly or indirectly from the Corporation 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, (iii) delivery (on a form prescribed
by the Committee) of an irrevocable direction to a securities broker approved by
the Corporation to sell all or part of the shares of Common Stock being
purchased under the Plan and to deliver all or part of the sales proceeds to the
Corporation, or (iv) such other form of payment which the Committee determines
to be acceptable and consistent with applicable laws, regulations and rules.

(b) TAXES.

The optionee shall pay to the Corporation, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be
withheld in respect of any option granted under the plan no later than the date
of the event creating the tax liability. In the Committee's discretion, the
minimum statutory withholding obligations, based on the minimum statutory
withholding rates for federal and state tax purposes, may be paid in whole or in
part in Shares of Common Stock retained from the exercise of the option, valued
at the fair market value of the Common Stock on the date of exercise.

The Expiration Date for each option shall be the earlier of (i) the
10th anniversary of the date of grant or, (ii) the date 12 months after the
termination of such Non-Employee Director's service as a director for any
reason.

8. 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 be assignable or transferable by such optionee in a respect other than by
will or the laws of descent and distribution only at the discretion of the
Board, and any such option shall be exercisable during the lifetime of such
optionee only by him or her except as expressly permitted by the Board. 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,

A-3

trustee process or similar process, whether legal or equitable with respect to
such option or any interest therein.

9. 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.

10. RESTRICTIONS ON ISSUANCE OF SHARES

The Corporation 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.

11. 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
February 20, 2012, except as to options granted prior to that date. The Board
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 9 the Board 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. 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.

12. SCOPE OF AMENDMENT AND RESTATEMENT

This Plan is amended and restated as of April 24, 2002 and its terms
shall apply to options granted from and after such date. Prior Options shall
be governed by the terms and provisions of the Plan as in effect when such
options were granted.

A-4

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

THIS PLAN WAS APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 14, 1996.

THIS PLAN WAS APPROVED BY THE STOCKHOLDERS ON APRIL 24, 1996.

THIS PLAN WAS AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 20, 2002.

THIS PLAN AS AMENDED WAS APPROVED BY THE STOCKHOLDERS ON _________ ___, 2002.

A-5

DETACH HERE

PROXY

HELIX TECHNOLOGY CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert J. Lepofsky and Beverly L. Armell and
each of them as Proxies of the undersigned, each with the power to appoint a
substitute, and hereby authorizes each of them to represent the undersigned
at the Annual Meeting of Stockholders to be held on April 24, 2002, or any
adjournment thereof, and there to vote all the shares of Helix Technology
Corporation held of record by the undersigned on March 13, 2002, as directed
on the reverse side hereof. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES. 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 judgement of the Proxies named herein.

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

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

DETACH HERE

PLEASE MARK
X VOTES AS IN
THIS EXAMPLE.

1. Election of Directors.

NOMINEES: (01) A. Buckland, (02) F. Gabron, (03) R. Hayes,
(04) R. Lepofsky, (05) M. Schorr, (06) M. Wrighton

FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / ____________________________
For all nominees except as
noted above

FOR AGAINST ABSTAIN
2. To Amend and Restate the Stock Option / / / / / /
Plan for Non-Employee Directors.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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

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