SCHEDULE 14A

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12

Closure Medical 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):

[X] No fee required.

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

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

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(2) Aggregate number 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 filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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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.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

[LOGO OF CLOSURE MEDICAL CORPORATION]

_______________________________

NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2001
_______________________________

To Our Stockholders:

Notice is hereby given that the 2001 Annual Meeting of Stockholders (the
"Annual Meeting") of CLOSURE MEDICAL CORPORATION (the "Company") will be held on
June 19, 2001 at 9:00 a.m., local time, at the Raleigh Marriott Crabtree Valley,
Raleigh, North Carolina, for the following purposes:

1. To elect three Class II directors to the Board of Directors, each to serve
a three-year term or until the election and qualification of his successor;

2. To ratify the selection by the Board of Directors of PricewaterhouseCoopers
LLP as the Company's independent accountants for the fiscal year ending
December 31, 2001; and

3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.

Only stockholders of record as of the close of business on April 26, 2001
will be entitled to vote at the Annual Meeting and any adjournments or
postponements thereof. A list of stockholders of the Company as of the close of
business on April 26, 2001 will be available for inspection during normal
business hours for ten days prior to the Annual Meeting at the Company's
executive offices at 5250 Greens Dairy Road, Raleigh, North Carolina.

By Order of the Board of Directors,

/s/ Benny Ward
-------------------
Benny Ward
Secretary

April 30, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.

[LOGO OF CLOSURE MEDICAL CORPORATION]

CLOSURE MEDICAL CORPORATION
5250 Greens Dairy Road
Raleigh, NC 27616

_______________________________

PROXY STATEMENT
FOR
2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2001
_______________________________

This Proxy Statement is being furnished to the stockholders of Closure
Medical Corporation (the "Company") in connection with the Annual Meeting of
Stockholders of the Company to be held on June 19, 2001 and any adjournments or
postponements thereof (the "Annual Meeting"). This Proxy Statement and the
enclosed Proxy Card are being mailed to stockholders on or about May 9, 2001.

The enclosed proxy is being solicited by and on behalf of the Board of
Directors of the Company for the purposes set forth in the foregoing notice of
meeting. The costs incidental to the solicitation and obtaining of proxies,
including the cost of reimbursing banks and brokers for forwarding proxy
materials to their principals, will be borne by the Company. Proxies may be
solicited, without extra compensation, by officers and employees of the Company
by mail, telephone, telefax, personal interviews and other methods of
communication.

The Annual Report to Stockholders for the fiscal year ended December 31,
2000, including financial statements and other information with respect to the
Company, is being mailed to stockholders with this Proxy Statement but does not
constitute a part of this Proxy Statement.

VOTING AT THE MEETING

Record Date; Vote Required; Proxies

Only stockholders of record at the close of business on April 26, 2001 are
entitled to notice of the Annual Meeting and to vote at the Annual Meeting and
any adjournments or postponements thereof. As of that date, the Company had
outstanding 13,447,010 shares of Common Stock, par value $.01 per share ("Common
Stock"). The holders of a majority of the outstanding shares of Common Stock,
represented in person or by proxy, shall constitute a quorum at the Annual
Meeting. A quorum is necessary before business may be transacted at the Annual
Meeting except that, even if a quorum is not present, the stockholders present
in person or by proxy shall have the power to adjourn the meeting from time to
time until a quorum is present. Each stockholder entitled to vote shall have
the right to one vote for each share of Common Stock outstanding in such
stockholder's name.

The shares of Common Stock represented by each properly executed Proxy Card
will be voted at the Annual Meeting in the manner directed therein by the
stockholder signing such Proxy Card. The Proxy Card provides spaces for a
stockholder to vote in favor of or withhold authority to vote for each nominee
for the Board of Directors, and to vote for or against the ratification of
PricewaterhouseCoopers LLP as independent accountants.

Except for the election of directors, for which a plurality of the votes
cast is required, and except as otherwise required by law or provided in the
Company's Restated Certificate of Incorporation, as amended, and By-Laws, the
affirmative vote of a majority of the shares represented in person or by proxy
at the Annual Meeting and entitled to vote is required to ratify
PricewaterhouseCoopers LLP as independent accountants or to take action with
respect to any other matter that may properly be brought before the Annual
Meeting.

With regard to the election of directors, votes may be cast in favor of or
withheld from any or all nominees. Votes that are withheld will be excluded
entirely from the vote and will have no effect, other than for purposes of
determining the presence of a quorum. Abstentions may be specified on the
proposal to ratify PricewaterhouseCoopers LLP as independent accountants (but
not for the election of directors). An abstention will be considered present
and entitled to vote at the Annual Meeting, but will not be counted as a vote
cast in the affirmative. An abstention on the proposal to approve and ratify
PricewaterhouseCoopers LLP will have the effect of a negative vote because this
proposal requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the Annual Meeting and entitled to vote to be
approved by the stockholders.

Brokers who hold shares in street name for customers have the authority
under the rules of the various stock exchanges to vote on certain items when
they have not received instructions from beneficial owners. The Company
believes that brokers that do not receive instructions are entitled to vote
those shares with respect to the election of directors.

If a signed Proxy Card is returned and the stockholder has given no
direction with respect to a voting matter, the shares will be voted with respect
to that matter by the proxy agents as recommended by the Board of Directors.
Execution and return of the enclosed Proxy Card will not affect a stockholder's
right to attend the Annual Meeting and vote in person. Any stockholder giving a
proxy has the right to revoke it by giving notice of revocation to the Secretary
of the Company at any time before the proxy is voted.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of Common Stock as of April 10, 2001 by (i) each person
known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) each of the executive officers named in the Summary Compensation
Table, (iii) each of the Company's directors (including the nominees) and (iv)
all directors and executive officers of the Company as a group:

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

F. William Schmidt (2)(3) 3,173,275 23.6

Rolf D. Schmidt (3)(4) 3,146,375 23.4

Robert V. Toni (3)(5) 889,739 6.6

Jeffrey G. Clark (3)(6) 511,927 3.8

Ronald A. Ahrens (3)(7) 105,665 *

Dennis C. Carey (3)(8) 95,564 *

Randy H. Thurman (3) 88,044 *

Richard W. Miller (3) 84,512 *

William M. Cotter (3) 63,800 *

Dennis D. Burns (3) 49,566 *

Anthony J. Sherbondy (3) 58,466 *

All directors and executive officers as a group 8,093,757 60.2

(14 persons) (9)

* Less than 1%.

(1) Nature of ownership consists of sole voting and investment power unless
otherwise indicated. Includes shares of Common Stock issuable upon the
exercise of stock options exercisable within 60 days of April 10, 2001.
(2) The address of the stockholder is 534 Ridge Avenue, Ephrata, PA 17522.
Includes (a) 2,236,945 shares held by Triangle Partners, L.P., a limited
partnership of which F. William Schmidt is the sole general partner, for
which shares he is deemed to have sole voting and investment power; (b)
539,912 shares held by OMI Partners, L.P., a limited partnership of which
F. William Schmidt and Rolf D. Schmidt are the sole general partners, for
which shares they are deemed to share voting and investment power; and (c)
50,000 shares held by F. William Schmidt's spouse, for which shares he is
deemed to share voting and investment power.
(3) Except as otherwise noted in footnote (2) or footnote (4), the address of
the stockholder is c/o Closure Medical Corporation, 5250 Greens Dairy Road,
Raleigh, NC 27616. Includes the following shares of Common Stock issuable
upon the exercise of stock options exercisable within 60 days of April 10,
2001: F. William Schmidt--61,044; Rolf D. Schmidt--61,044; Robert V. Toni--
284,599; Jeffrey G. Clark--69,100; Ronald A. Ahrens--89,865; Dennis C.
Carey--86,044; Randy H. Thurman--82,044; Richard W. Miller--77,512; William
M. Cotter--63,800; Dennis D. Burns--49,466; and Anthony J. Sherbondy--
57,466.
(4) The address of the stockholder is 205 Sweitzer Road, Sinking Spring, PA
19608. Includes (a) 2,225,445 shares held by Cacoosing Partners, L.P., a
limited partnership of which Rolf D. Schmidt is the sole general partner,
for which shares he is deemed to have sole voting and investment power; (b)
539,912 shares held by OMI Partners, L.P., a limited partnership of which
Rolf D. Schmidt and F. William Schmidt are the sole general partners, for
which shares they are deemed to share voting and investment power; and (c)
140,000 shares owned jointly by Rolf D. Schmidt and his spouse, for which
shares he is deemed to share voting and investment power.
(5) Includes 20,000 shares held by Mr. Toni's spouse, for which shares he
disclaims beneficial ownership.
(6) Includes 69,000 shares owned by Mr. Clark's spouse and 1,273 shares owned
by one of his minor children, for both of which share amounts he disclaims
beneficial ownership.
(7) Includes 800 shares held by Mr. Ahrens' spouse, for which shares he
disclaims beneficial ownership.
(8) Includes 1,500 shares owned jointly by Mr. Carey and his spouse, for which
shares he is deemed to share voting and investment power.
(9) See footnotes (2) and (4) - (7) above. Includes 1,142,820 shares of Common
Stock issuable upon the exercise of stock options exercisable within 60
days of April 10, 2001.

MATTERS CONCERNING DIRECTORS

Election of Directors

The Company's Board of Directors is divided into three classes. Members of
one class are elected each year to serve a three-year term until their
successors have been elected and qualified or until their earlier resignation or
removal.

The Board of Directors has nominated Ronald A. Ahrens, Richard W. Miller
and Rolf D. Schmidt for election as Class II directors. The nominees are
presently directors of the Company whose terms expire at the Annual Meeting.

The nominees have consented to be named and to serve if elected. Unless
otherwise instructed by the stockholders, the persons named in the proxies will
vote the shares represented thereby for the election of such nominees. The
Board of Directors believes each nominee will be able to serve as a director; if
this should not be the case, however, the proxies may be voted for one or more
substitute nominees to be designated by the Board of Directors, or the Board of
Directors may decide to reduce the number of directors. The Board of Directors
unanimously recommends a vote FOR each of the nominees.

Set forth below is certain information with respect to each nominee for
director and each other person currently serving as a director of the Company
whose term of office will continue after the Annual Meeting, including the class
and term of office of each such person. This information has been provided by
each director at the request of the Company.

Class II--Directors with Terms Continuing until 2004
- ----------------------------------------------------

Ronald A. Ahrens, age 61, has served as a director of the Company since
January 1, 1999 and has served as Chairman of the Board since December 1999.
Mr. Ahrens has been an advisor to Merck & Company, Inc. since 1995, where he
retired as President of Merck Consumer Healthcare Group Worldwide in 1995 and
previously served as Executive Vice President of Merck Consumer Healthcare Group
International. From 1985 to 1990, Mr. Ahrens was Consumer Group President,
North America of Bristol-Myers Squibb and previously was President of Bristol
Myers Products Division. Prior to 1985, he held senior management and sales and
marketing positions with Richardson Vicks, Bristol-Myers Squibb and Procter and
Gamble. Mr. Ahrens has a B.A. degree and an M.A. degree from Concordia College.

Richard W. Miller, age 60, has served as a director of the Company since
August 1997. From 1993 to 1997, he served as Senior Executive Vice President
and Chief Financial Officer of AT&T. Previously, he was Chief Executive Officer
of Wang Laboratories from 1989 to 1993, and prior to that, he held executive
positions at General Electric Company and RCA. Currently, Mr. Miller advises
companies and serves on the boards of directors of SBA Communications Inc. and
MPower Communications Inc. Mr. Miller holds an M.B.A. from Harvard Business
School and a B.B.A. degree in Economics from Case Western Reserve University.

Rolf D. Schmidt, age 68, a co-founder of the Company in 1990, served as
Chairman of the Board of Directors of the Company from February 1996 to December
1999, and has been a director of the Company since then. Mr. Schmidt has served
as Chief Executive Officer and Chairman of Performance Sports Apparel, Inc.
since 1995. In 1986, a significant portion of the business of Sharpoint, Inc.,
a developer and manufacturer of surgical needles and sutures co-founded by Mr.
Schmidt and his brother, F. William Schmidt, was sold to its primary
distributor, Alcon Laboratories, Inc. In 1991, the remainder of such business
was sold to a management group. Since 1990, Mr. Schmidt has invested primarily
in and devoted substantial time and attention to healthcare-related entities,
including the Company.

Class III--Nominees for Terms Continuing until 2002
- ---------------------------------------------------

Randy H. Thurman, age 51, has served as a director of the Company since May
1996. On April 16, 2001, Mr. Thurman became Chairman, President and Chief
Executive Officer of Viasys Healthcare Inc., a global healthcare technology
company focusing on respiratory and neuro science products. Mr. Thurman
previously was Chief Executive Officer of Strategic Reserves, LLC (TM), a
healthcare technology consulting and investment company. From 1993 to 1996, Mr.
Thurman was Chairman and CEO of Corning Life Sciences, a wholly-owned subsidiary
of Corning Inc. which specialized in pharmaceutical testing, clinical
diagnostics and disease state management. From 1985 to 1993, Mr. Thurman was an
executive with Rhone-Poulenc Rorer, most recently as President and a director.
Mr. Thurman has an M.A. degree from Webster University and a B.A. degree from
Virginia Polytechnic Institute. Mr. Thurman serves as Chairman of the board of
directors of Enzon, Inc. and is on the board of CuraGen Corporation.

Robert V. Toni, age 60, has served as President and Chief Executive Officer
of the Company since June 1994 and as a director of the Company since February
1996. From 1989 to 1994, Mr. Toni was General Manager and Vice President of
Sales and Marketing for IOLAB Corporation, a Johnson & Johnson company that
marketed and manufactured surgical devices, equipment and pharmaceuticals for
the ophthalmic market. From 1987 to 1989, he served as President of Cooper
Vision-CILCO, and also served as its Executive Vice President of Operations and
Chief Financial Officer from 1984 to 1987. Mr. Toni holds a B.S. degree in
Finance from Iona College.

Class I--Directors with Terms Continuing until 2003
- ---------------------------------------------------

Dennis C. Carey, Ph.D., age 51, has served as a director of the Company
since May 1996. Mr. Carey serves as Vice Chairman of Spencer Stuart US, an
executive search firm, and has overseen the firm's board consulting practice
since 1988. Prior to joining Spencer Stuart, he served as a National Practice
Director for The Hay Group, a global compensation firm, and was Secretary of
Labor to former Governor Pierre S. duPont, IV of Delaware. Mr. Carey holds a
Ph.D. in finance and administration from the University of Maryland. He was a
co-founder of The Director's Institute at The Wharton School of the University
of Pennsylvania and serves on its board of directors. Mr. Carey serves on the
board of directors of AirClic Inc., For CEO's Only Inc. and 3rdWire Inc.

F. William Schmidt, age 61, a co-founder of the Company in 1990, has served
as a director of the Company since February 1996. Mr. Schmidt co-founded
Sharpoint, Inc. with his brother, Rolf D. Schmidt, and completed the design work
on production and manufacturing equipment that led to product development within
that company. In 1986, a significant portion of the business of Sharpoint, Inc.
was sold to its primary distributor, Alcon Laboratories, Inc. In 1991, the
remainder of such business was sold to a management group. Since 1990, Mr.
Schmidt has primarily invested in and devoted substantial time and attention to
healthcare-related entities, including the Company.

General Information Concerning the Board of Directors and its Committees

The Board of Directors has standing Executive, Audit and Compensation
Committees. During fiscal year 2000, the Board of Directors held 5 meetings,
the Audit Committee held 1 meeting and the Compensation Committee held 3
meetings. There were no meetings held by the Executive Committee during 2000.
Each director attended at least 75% of the aggregate of the meetings of the
Board of Directors held during the period for which he was a director and the
meetings of the committee or committees on which he served during such period.

The Executive Committee, to the extent permitted under Delaware law, may
exercise, with certain exceptions, all of the power and authority of the Board
of Directors in the management of the business and affairs of the Company. The
Executive Committee is intended to serve in the event action must be taken by
the board at a time when convening the entire board is not feasible. The Audit
Committee is responsible for recommending to the Board of Directors the
engagement of the independent auditors of the Company, for reviewing with the
independent auditors the scope and results of the audits, and for reviewing the
accounting controls, operating, capital and research and development budgets and
other financial matters of the Company. The Compensation Committee is
responsible for reviewing and approving compensation arrangements for the
officers of the Company and other compensation matters generally, for
recommending to the Board of Directors the compensation of the Company's chief
executive officer and non-employee directors, for establishing incentive
compensation or bonus plans and for evaluating board performance and
recommending nominees for election as directors. The Stock Option Subcommittee
of the Compensation Committee determines grants under and administers the Equity
Compensation Plan, subject, in certain instances, to approval by the Board of
Directors.

The current members of the Executive Committee are Messrs. Ahrens, Rolf D.
Schmidt (Chair), Miller and Toni; of the Audit Committee, Messrs. Carey, Miller
(Chair) and Thurman; and of the Compensation Committee, Messrs. Ahrens, Carey
(Chair), Thurman and F. William Schmidt. Messrs. Ahrens, Carey (Chair) and
Thurman comprise the Stock Option Subcommittee of the Compensation Committee.

Director Compensation

Directors who are employees of the Company receive no compensation for
serving on the Board of Directors. Non-employee directors of the Company do not
receive annual compensation, except in the case of the Chairman, Mr. Ahrens, who
receives $150,000. However, the Chairman may elect to receive options in lieu
of all or part of the annual compensation. In connection with the adoption and
approval in June 2000 of the Company's Amended and Restated 1996 Equity
Compensation Plan ("the Plan"), the Board substantially revised its non-employee
director compensation arrangements. Under the new arrangement, each non-
employee director receives $1,500 per day for each meeting of the Board of
Directors attended either in person or participated in telephonically.

Further, subsequent to the approval of the Plan, each non-employee director
received a one-time grant of options to purchase 60,000 shares of Common Stock,
with 50% of the options vesting immediately and 25% vesting on each of the next
two anniversaries of the grant date. Any director may receive additional options
as determined by the Compensation Committee and subject to the approval of the
Board.

Compensation Committee Interlocks and Insider Participation

F. William Schmidt, a member of the Compensation Committee, was a party to
a transaction with the Company in 1998. See "Certain Transactions." Mr.
Schmidt is not a member of the Stock Option Subcommittee of the Compensation
Committee. Ronald A. Ahrens, a member of the Compensation Committee, received
$150,000 during 2000 in the form of stock options as compensation for his
service during 2001 as Chairman of the Board of Directors. Mr. Ahrens is a
member of the Stock Option Subcommittee of the Compensation Committee.

Share Ownership Guideline

In 1997, the Board of Directors adopted the following guideline for Company
stock ownership by non-employee directors: each non-employee director should own
shares of Common Stock of the Company with a value, at any time within two years
after such director joins the Board of Directors and at the greater of cost or
market value, equal to $100,000.

Requirements for Advance Notification of Nominations

Article Two of the Company's By-Laws provides that no person may be
nominated for election as a director by a stockholder at an annual or special
meeting unless written notice of such stockholder's intent to make such
nomination has been delivered to the Secretary of the Company at the principal
executive offices of the Company (i) with respect to an election to be held at
an annual meeting of stockholders, which meeting is to be held no earlier than
30 days before and no later than 60 days after the first anniversary date of the
previous year's annual meeting, not earlier than 90 days and not later than 60
days in advance of the first anniversary date of the previous year's annual
meeting; (ii) with respect to an election to be held at an annual meeting of
stockholders, which meeting is to be held more than 30 days before or more than
60 days after the first anniversary date of the previous year's annual meeting,
not earlier than 90 days prior to such meeting and not later than the later of
60 days in advance of such meeting or 10 days following the date of the first
public announcement of the date of such meeting; (iii) with respect to an
election to be held at an annual meeting at which a director will be elected to
fill an increase in the number of directors to be elected to the Board of
Directors, which increase has not been publicly announced more than 70 days
prior to the first anniversary date of the previous year's annual meeting, not
later than the close of business on the tenth day after the first public
announcement of such increase; and (iv) with respect to an election to be held
at a special meeting of stockholders for the election of directors, not earlier
than 90 days prior to such meeting and not later than the later of 60 days prior
to such meeting or the tenth day following the date on which public announcement
of the date of such meeting and of the nominees for the Board of Directors is
first made. The By-Laws define a "public announcement" as a press release
reported by the Dow Jones News Service, the Associated Press or a comparable
national news service or disclosure in a document publicly filed by the Company
with the Securities and Exchange Commission (the "SEC") pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

A notice from a stockholder shall set forth: (a) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, the name and address of the stockholder as they
appear on the Company's books, and of such beneficial owner; (b) the number of
shares of the Company which are owned of record and beneficially by such
stockholder and such beneficial owner; (c) such other information regarding each
nominee proposed by such stockholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the SEC in an election
contest or would otherwise be required pursuant to the Exchange Act and Rule
14a-11 thereunder; and (d) the consent of each nominee to serve as a director of
the Company if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Company has approved the recommendation of
the Audit Committee for the appointment of PricewaterhouseCoopers LLP, Raleigh,
North Carolina, as independent public accountants to audit the financial
statements of the Company for the year 2001. PricewaterhouseCoopers LLP has
audited the Company's financial statements since 1992. There have been no
disagreements between the Company and PricewaterhouseCoopers LLP concerning the
Company's financial statements. It is intended that, unless otherwise specified
by the stockholders, votes will be cast pursuant to the proxy hereby solicited
in favor of the appointment of PricewaterhouseCoopers LLP.

Audit fees are approved by the Company's Audit Committee and all
professional services to be rendered by PricewaterhouseCoopers LLP are approved
by the Board of Directors. The Board considers the possible effect on auditors'
independence of providing nonaudit services prior to the service being rendered,
but the Board does not anticipate significant non-audit services will be
rendered during 2001.

Fees for audit services include the examination of financial statements,
assistance with the preparation of the Annual Report to Stockholders and the
Annual Report on Form 10-K to the Securities and Exchange Commission, tax
computation assistance, and consultation in connection with various accounting
and tax related matters.

Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting. Therefore, such representatives will have an opportunity to
make a statement, or be available to respond to any questions from stockholders.

Adoption of this proposal requires the affirmative vote of a majority of
the votes cast by all stockholders entitled to vote at the Annual Meeting. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

It is understood that even if the selection of PricewaterhouseCoopers LLP
is ratified, the Board, at its discretion, may direct the appointment of a new
independent auditing firm at any time during the year if the Board determines
that such a change would be in the best interests of the Company and its
stockholders.

EXECUTIVE COMPENSATION

The following table provides information concerning the annual and long-
term compensation of the Company's Chief Executive Officer and the four most
highly compensated executive officers other than the Chief Executive Officer who
were executive officers as of December 31, 2000 (the "Named Officers").

Summary Compensation Table

Long-Term
Annual Compensation Compensation
--------------------------------------------- ------------
Number of
Securities
Underlying
Other Annual Options All Other
Compensation Awarded Compensation
Name and Principal Position Year Salary($) Bonus($)(1) ($) (#)(1) ($)(2)
- --------------------------- ---- --------- ----------- ------------ ------- ------

Robert V. Toni 2000 289,127 -- -- 100,000 14,082
President and Chief Executive Officer 1999 274,039 135,000 -- 295,000 13,814
1998 249,827 100,000 -- -- 8,633

William M. Cotter 2000 184,754 -- -- 30,000 7,518
Vice President of Manufacturing 1999 164,808 86,500 -- 41,000 6,957
and Operations 1998 155,538 30,000 -- 25,000 3,355

Jeffrey G. Clark 2000 164,840 -- -- 30,000 7,254
Vice President of Research and 1999 151,769 78,850 -- 30,000 6,387
Development 1998 146,392 56,000 -- -- 5,117

Dennis D. Burns 2000 152,123 -- -- 25,000 9,979
Vice President/General Manager, 1999 144,808 59,500 -- 36,000 4,084
Internal Adhesives Division 1998 120,077 -- -- 40,000 969

Anthony J. Sherbondy 2000 144,898 -- -- 25,000 6,221
Vice President of New Business 1999 134,423 64,800 -- 36,000 5,989
Generation 1998 120,000 26,028 -- 20,000 5,995

(1) Cash bonuses and stock option awards are reflected in the year of payment
or grant.
(2) Represents Company-paid life and disability insurance premiums and 401(k)
retirement plan matching contributions.

Stock Option Information

The following table sets forth information concerning the grant of stock
options during 2000 to the Named Officers.

Option Grants in 2000

Individual Grants
---------------------------------------------------
Number of
Securities % of Total Potential Realizable Value
Underlying Options/SARs Exercise At Assumed Annual Rates of
Options Granted to Or Base Stock Price Appreciation
Granted Employees Price Expiration for Option Term (3)
-------------------
Name (#) (1) in 2000 (2) ($/Sh) Date
- ---- ------- ----------- -------- ----
5% ($) 10% ($)
------ -------

Robert V. Toni 100,000 10.8 19.88 9/11/10 1,249,928 3,167,563

William M. Cotter 30,000 3.2 19.88 9/11/10 374,978 950,269

Jeffrey G. Clark 30,000 3.2 19.88 9/11/10 374,978 950,269

Dennis D. Burns 25,000 2.7 19.88 9/11/10 312,482 791,891

Anthony J. Sherbondy 25,000 2.7 19.88 9/11/10 312,482 791,891

(1) Options granted in 2000 will vest in three equal installments when each of
three, increasing stock market prices are achieved. In any event, the
options will vest in five equal installments beginning on the first
anniversary of the date of grant.
(2) Based on 929,636 options granted to employees in 2000.
(3) The potential realizable value is based on the term of the option at its
time of grant (ten years in the case of the options listed above). It is
calculated by assuming that the stock price on the date of grant
appreciates at the indicated annual rate, compounded annually for the
entire term of the option, and that the option is exercised and the
underlying shares sold on the last day of its term for the appreciated
stock price. These amounts represent certain assumed rates of appreciation
only, in accordance with the rules of the SEC, and do not reflect the
Company's estimate or projection of future stock price performance. Actual
gains, if any, are dependent on the actual future performance of the
Company's Common Stock, and no gain to the optionee is possible unless the
stock price increases over the option term, which will benefit all
stockholders.

Aggregated Option Exercises in 2000 and 2000 Year-End Option Values

Number of Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired at Fiscal Year-End (#) at Fiscal Year-End ($) (1)
---------------------- --------------------------
on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------- ----------- ------------- ----------- -------------

Robert V. Toni -- -- 225,599 236,001 3,710,922 1,791,603

William M. Cotter -- -- 62,200 73,800 1,014,908 1,223,382

Jeffrey G. Clark -- -- 66,100 34,000 1,648,490 492,810

Dennis D. Burns -- -- 39,866 61,134 624,707 993,258

Anthony J. Sherbondy -- -- 51,866 49,134 1,048,707 789,258

(1) Calculated on the basis of the closing sale price of $36.00 per share of
Common Stock on December 31, 2000 as quoted on the Nasdaq National Market.

Employment Agreements

Robert V. Toni and Jeffrey G. Clark each entered into an employment
agreement with the Company in May 1996. William M. Cotter, Dennis D. Burns and
Anthony J. Sherbondy entered into employment agreements with the Company
commencing in June 1997, February 1998 and January 1998, respectively. The term
of the employment agreements of Messrs. Toni and Clark is from May 1, 1996 to
May 31, 1999. Messrs. Cotter's, Burns' and Sherbondy's employment agreements
have a two-year term beginning on their commencement. Each of the employment
agreements provides for automatic one-year extensions unless 60 days' prior
notice is given by either party. The agreements provide for annual base salaries
for Messrs. Toni, Clark, Cotter, Burns and Sherbondy of not less than $215,000,
$127,200, $150,000, $140,000 and $120,000, respectively, which salaries may be
increased as determined by the Compensation Committee or the Board of Directors.
Each agreement also provides for an annual bonus ranging from 20% to 60% of base
salary to be awarded based on performance milestones to be established for each
calendar year by the Compensation Committee based on the recommendation of the
Chief Executive Officer. In connection with their employment agreements, in May
1996 the Company granted to Messrs. Toni and Clark, respectively, options to
purchase 66,600 and 40,100 shares of Common Stock under the Equity Compensation
Plan at an exercise price of $5.00 per share. Such options have a term of ten
years and, provided employment has not been terminated for "cause" (as defined
in the employment agreements), vest in five equal annual installments,
commencing as of the date of grant. In connection with their employment
agreements, the Company granted to Messrs. Cotter and Burns options to purchase
40,000 shares each of Common Stock under the Equity Compensation Plan at an
exercise price of $18.25 and $21.88 per share, respectively. Mr. Sherbondy was
granted 20,000 shares of Common Stock under the Equity Compensation Plan at an
exercise price of $24.75. Messrs. Cotter's, Burns' and Sherbondy's options have
a term of ten years and, provided employment has not been terminated for "cause"
(as defined in the Employment Agreements), vest in five equal annual
installments, commencing on the first anniversary of the date of grant.

If, following a "change in control" (as defined in each agreement), any of
Messrs. Toni, Clark or Cotter, is terminated other than for "cause" (as defined
in each agreement) or terminates his employment for "good reason" (as defined in
each agreement), he will be entitled to receive all accrued and any pro rata
incentive compensation to the date of termination and a continuation of his then
current annual salary, incentive compensation and benefits for three years after
such termination. If, following a "change in control" (as defined in each
agreement), Messrs. Burns or Sherbondy is terminated other than for "cause" (as
defined in each agreement) or terminates his employment for "good reason" (as
defined in each agreement), he will be entitled to receive all accrued and any
pro rata incentive compensation to the date of termination and a continuation of
his then current annual salary, incentive compensation and benefits for one year
after such termination. In the event of termination for "cause," each of
Messrs. Clark, Cotter, Burns and Sherbondy is entitled to a continuation of base
salary, incentive compensation and benefits for a period of one year. Mr. Toni
is entitled to such continuation for a period of 18 months. Pursuant to the
employment agreements, the Company has agreed to indemnify such executive
officers to the maximum extent permitted by applicable law against all costs,
charges and expenses incurred by each in connection with any action, suit or
proceeding to which he may be a party or in which he may be a witness by reason
of his being an officer, director or employee of the Company or any subsidiary
or affiliate of the Company. Each of the foregoing executive officers has
agreed not to compete with the Company for two years after termination of his
employment with the Company.

CERTAIN TRANSACTIONS

On January 1, 1998, the Company entered into a Representative and
Manufacturing Facility Agreement with Innocoll GmbH of Saal-Donau, Germany
("Innocoll"). Rolf D. Schmidt and F. William Schmidt, directors of the Company,
own a majority of the outstanding equity interests in Innocoll. Pursuant to the
agreement, Innocoll acts as the Company's representative in Europe to assist the
Company in complying with various regulatory approvals and clearances required
in connection with the Company's products. Additionally, under the agreement,
Innocoll will provide the Company with up to 20,000 square feet of space at its
facility in Germany for use as an alternative manufacturing facility, including
quality control services, as needed for the Company's products. Pursuant to the
terms of the agreement, the Company will pay to Innocoll $120,000 per year for
acting as the

Company's representative in Europe and $60,000 per year for the manufacturing
space. The agreement has a five-year term.

The material in the following Report of the
Compensation Committee and the Performance Graph on
page 14 is not soliciting material, is not deemed
filed with the SEC under the Securities Act of
1933, as amended, or under the Exchange Act, and is
not incorporated by reference by any general
statement incorporating by reference this proxy
statement into any filing of the Company under such
Acts whether made before or after the date of this
proxy statement.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors consists of four
outside, non-employee directors. It is responsible for executive compensation,
including the review and approval of salaries and other compensation of
management employees, as well as the approval of all policies and plans under
which compensation is paid or awarded to management employees. A subcommittee
of the Compensation Committee, the Stock Option Subcommittee, administers the
Equity Compensation Plan and is responsible for grants of incentive compensation
under the Equity Compensation Plan. See "Matters Concerning Directors--General
Information Concerning the Board of Directors and its Committees."

General Compensation Philosophy
-------------------------------

The Company's basic compensation policy is that total cash compensation
should vary depending upon the Company's success in achieving specific financial
and non-financial goals and that long-term incentive compensation should be tied
to the creation of stockholder value. The Committee has considered the
interrelationship of the three elements of its compensation - salary, bonus and
incentive - to determine how they can be used to accomplish the Company's goals.

The Compensation Committee recognizes that, in the short-term, the market
value of the Company will be affected by many factors, some of which are beyond
the control of the Company's executives. In order to attract and retain
qualified executives, the Compensation Committee attempts to create a balanced
compensation package by combining components based upon the achievement of long-
term value to stockholders with components based upon the achievement of annual
performance milestones. These milestones are approved each year by the
Compensation Committee after recommendation by and discussion with the Chief
Executive Officer. They reflect financial and other specific goals to be
achieved in the coming year. The milestones for the Chief Executive Officer are
set by the Compensation Committee after discussion with the Chief Executive
Officer, and include additional goals. The Compensation Committee expects that
the achievement of these shorter-term goals will contribute to the long-term
success of the Company.

The Company competes against both medical device companies and
pharmaceutical companies in the hiring and retention of qualified personnel.
The Company uses long-term compensation, principally the grant of stock options,
to offset the advantages such companies may offer, such as less risk, higher
cash compensation and better retirement benefits.

The Company's compensation program for executive officers comprises base
salary, performance bonuses, longer-term incentive compensation in the form of
stock options, and benefits available generally to all of the Company's
employees. In 1998, the Company adopted an Employee Stock Purchase Plan to
permit investment in Company stock. The Compensation Committee believes that
such a plan will enhance stockholder value.

Compensation Components
-----------------------

Base Salary. Base salary levels for the Company's management employees are
reviewed on an annual basis by the Compensation Committee. In conducting this
review, the Compensation Committee considers competitive factors and industry
trends, as well as performance within the Company and changes in job
responsibility. The Committee considers the Company's guidelines for pay
increases based on level of performance. The Committee also reviews certain
compensation information publicly available and gathered informally, and
considers salary history at the Company. In setting the base salaries for 2000,
the Committee reviewed and considered an executive compensation analysis
prepared by an independent compensation consulting firm for the Company, and
compared the current base salaries of the Company's management employees with a
competitive market reference in the report. For 2001 service, Mr. Toni's base
salary was increased by 8.7%, from $289,000 to $314,000.

Performance Bonus Compensation. All management employees of the Company
participate in a bonus plan based on performance milestones adopted annually by
the Committee in order to provide a direct financial incentive to achieve
predefined objectives. The five individuals listed in the Summary Compensation
Table and other officers of the Company may receive as bonuses a minimum of 20%
of base salary and a maximum of 60% of base salary based on the Committee's
evaluation of the achievement of the performance milestones. The various
milestones are weighted and the achievement of one or more milestones may be a
condition to the payment of any bonus. The payment of any bonus will be
conditioned upon the achievement of budgeted earnings per share. In addition,
50% of an officer's bonus will be based on performance milestones tied to the
achievement of corporate goals and 50% will be based on the officer's
departmental goals. The granting of other bonuses is discretionary.

In determining the bonuses to the Company's executive officers for 2000,
the Compensation Committee reviewed the percentage of completion of each of the
2000 performance milestones and multiplied such percentage by the weight
assigned to each of the milestones, which included specific operating and
regulatory goals.

Stock Option Grants. The Equity Compensation Plan is the Company's long-
term equity incentive plan for employees. The objective of the Equity
Compensation Plan is to align the long-term financial interests of the option
holder with the financial interests of the Company's stockholders. Annual stock
option grants for management employees are an important element of competitive
compensation. Based on the recommendation of management, the Stock Option
Subcommittee may approve stock option grants to all employees based on employee
grade level and approved additional grants for special performance recognition.

Application of Section 162(m)
- -----------------------------

Payments during 2000 to the Company's executives under the various
programs discussed above were made with regard to the provisions of Section
162(m) of the Internal Revenue Code. Section 162(m) limits the deduction that
may be claimed by a "public company" for compensation paid to certain
individuals to $1 million except to the extent that any excess compensation is
"performance-based compensation." It is intended that, in accordance with
current regulations, the amounts received upon the exercise of stock options
under the Equity Compensation Plan qualify as "performance-based compensation."

COMPENSATION COMMITTEE

Ronald A. Ahrens
Dennis C. Carey, Ph.D. (Chair)
Randy H. Thurman
F. William Schmidt

April 30, 2001

REPORT OF THE AUDIT COMMITTEE

The Company's Audit Committee (the "Committee") consists of three non-
employee directors that are considered independent according to the guidelines
set forth by the National Association of Securities Dealers. The Board of
Directors has adopted a written charter for the Audit Committee, which is
included as Appendix A to this Proxy statement.

The Audit Committee reviews the Company's financial reporting process on
behalf of the Board. In addition, the Committee recommends to the Board,
subject to stockholder ratification, the selection of the Company's independent
public accountants.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent public accountants are responsible
for performing an independent audit of the Company's financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Committee's responsibility is to monitor and oversee these
processes.

In this context, the Committee has met and held discussions with management
and the independent public accountants. Management represented to the Committee
that the Company's audited financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the financial statements with management and the independent public
accountants. The Committee discussed with the independent public accountants
the matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).

In addition, the Committee has discussed with the independent public
accountants the auditor's independence from the Company and its management,
including the matters in the written disclosures required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

The Committee discussed with the Company's independent public accountants
the overall scope and plans for their audits. The Committee meets with the
independent public accountants, with and without management present, to discuss
the results of their examinations, the evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.

Based upon the Committee's discussions with management and the independent
public accountants and the Committee's review of the representations of
management and the report of the independent public accountants to the
Committee, the Committee recommended that the Board include the audited
financial statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000 for filing with the SEC.

THE AUDIT COMMITTEE

Dennis C. Carey
Richard W. Miller (Chair)
Randy H. Thurman

April 30, 2001

PricewaterhouseCoopers LLP Fees Related to Fiscal 2000

Audit Fees:

The aggregate audit fees billed, or to be billed, by the Company's
independent auditors for professional services in connection with the audit of
the Company's annual financial statements for the fiscal year ended December 31,
2000 and the reviews conducted by the independent auditors of the financial
statements included in

the Company's quarterly reports on Form 10-Q required to be filed by the Company
during fiscal 2000 totaled $60,500 which has been billed through April 10, 2001.

Financial Information Systems Design and Implementation Fees:

The Company did not engage PricewaterhouseCoopers LLP to provide advice to
the Company regarding financial information systems design and implementation
during the fiscal year ended December 31, 2000.

All Other Fees:

The aggregate of all other fees by PricewaterhouseCoopers LLP for the
Company's 2000 fiscal year for all other non-audit services rendered to the
Company, including tax related services, is approximately $10,600, of which $900
has been billed.

The Audit Committee has considered whether the provision of non-audit
services by PricewaterhouseCoopers LLP is compatible with maintaining the
independence of PricewaterhouseCoopers LLP.

PERFORMANCE GRAPH

The graph below compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total stockholder return of (i) the
Nasdaq Stock Market - US Index ("Nasdaq - US Index"), (ii) the Nasdaq Stock
Market - Medical Devices, Instruments and Supplies Index ("Nasdaq Medical
Devices Index"), and (iii) the S&P Health Care (Medical Products and Supplies)
Index ("S&P Medical Devices"), assuming an investment of $100 on September 25,
1996 in each of the Common Stock of the Company, the stocks comprising the
Nasdaq - US Index, the stocks comprising the Nasdaq Medical Devices Index and
the stocks comprising the S&P Medical Devices Index, and further assuming
reinvestment of dividends.

[PERFORMANCE GRAPH OMITTED]

INDEX 9/25/96 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- ----- ------- -------- -------- -------- -------- --------

Closure Medical Corporation 100 184 323 373 161 450

Nasdaq Stock Market- US 100 105 129 182 337 203

Nasdaq Medical Devices 100 100 114 127 154 158

S&P Medical Devices 100 103 128 183 168 234

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP served as the Company's independent accountants since
1992 and upon its merger with Coopers & Lybrand LLP in 1998, the Company
retained PricewaterhouseCoopers LLP as its independent accountants.
PricewaterhouseCoopers LLP has been selected to continue in such capacity for
the current year. The Company has requested that a representative of
PricewaterhouseCoopers LLP attend the Annual Meeting. Such representative will
have an opportunity to make a statement, if he or she desires, and will be
available to respond to appropriate questions of stockholders.

OTHER MATTERS

The Board of Directors is not aware of any matters not set forth herein
that may come before the Annual Meeting. If, however, further business properly
comes before the Annual Meeting, the persons named in the proxies will vote the
shares represented thereby in accordance with their judgment.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
officers and persons who own more than ten percent of a registered class of the
Company's equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Directors, officers and greater-than-ten-percent stockholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. Based solely on its review of the copies of such
reports received by the Company, the Company believes that during the year ended
December 31, 2000 all filing requirements applicable to its directors, officers
and greater-than-ten-percent stockholders were satisfied, with the following
exceptions: Mr. Toni filed one late Form 4 with respect to one transaction.

STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

Stockholders may submit proposals on matters appropriate for stockholder
action at annual meetings in accordance with regulations adopted by the SEC. To
be considered for inclusion in the proxy statement and form of proxy relating to
the 2002 annual meeting, such proposals must be received by the Company no later
than December 31, 2001. Proposals should be directed to the attention of the
Secretary of the Company.

By Order of the Board of Directors,

/s/ Benny Ward
-------------------
Benny Ward
Secretary

April 30, 2001

Appendix A

AUDIT COMMITTEE CHARTER
-----------------------

Organization

There shall be a committee of the board of directors of Closure Medical
Corporation (the "Company") to be known as the Audit Committee (the
"Committee"). The Audit Committee shall be composed of directors who are
independent (as defined in Appendix A) of the management of the Company and are
free of any relationship that, in the opinion of the board of directors, would
interfere with their exercise of independent judgment as a Committee member.

Each member of the Audit Committee shall be able to read and understand
financial statements or will become able to do so within a reasonable period of
time after his or her appointment to the Committee. In addition, at least one
member of the Audit Committee shall have past employment experience in finance
or accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in that member's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.

The members of the Audit Committee shall be elected by the board of directors at
the annual meeting of the board of directors and shall serve until their
successors shall be duly elected and qualified. The Chair of the Committee
shall be elected by the board of directors.

Statement of Policy

The Audit Committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of the financial reports of the
Company. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors and the financial management of the Company.

Responsibilities

In carrying out its responsibilities, the Committee believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and to ensure to the directors and shareholders that the corporate accounting
and reporting practices of the Company are in accordance with all requirements
and are of the highest quality.

The Audit Committee recognizes that financial management and the independent
auditors, have more time, knowledge and more detailed information on the Company
than do Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the independent auditors' work.

In carrying out these responsibilities, the Audit Committee will:

. Review the independence and performance of the auditors, annually recommend
to the board of directors the appointment of the independent auditors or
approve any discharge of auditors when circumstances warrant, and approve
the fees and other compensation to be paid to the independent auditors. The
independent auditors are ultimately accountable to the board of directors
and the Audit Committee as representatives for the Company's shareholders.

. Receive from the independent auditors a formal written statement
delineating all relationships between the independent auditors and the
Company, consistent with Independence Standards Board Statement No. 1.

. Review with the independent auditors and financial management of the
Company the scope of the proposed audit for the current year and the audit
procedures to be utilized, and at the conclusion thereof review such audit,
including any comments or recommendations of the independent auditors.

. Review with the independent auditors, the Company's financial and
accounting personnel and the accounting and financial controls of the
Company. Further, the Committee periodically should review adherence to the
Company's code of conduct.

. Review the financial statements contained in the annual report to
shareholders with management and the independent auditors. Any changes in
accounting principles should be reviewed.

. Provide sufficient opportunity for the independent auditors to meet with
the members of the Audit Committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the Company's financial, accounting, and auditing
personnel, and the cooperation that the independent auditors received
during the course of the audit.

. Submit the minutes of all meetings of the Audit Committee to, or discuss
the matters discussed at each Committee meeting with, the board of
directors.

. Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.

Appendix A
----------

"Independent Director" means a person other than an officer or employee of the
Company or its subsidiaries or any other individual having a relationship that,
in the opinion of the Company's board of directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director. The following persons shall not be considered independent:

(a) a director who is employed by the Company or any of its affiliates for
the current year or any of the past three years;

(b) a director who accepts any compensation from the Company or any of its
affiliates in excess of $60,000 during the previous fiscal year, other
than compensation for board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;

(c) a director who is a member of the immediate family of an individual
who is, or has been in any of the past three years, employed by the
Company or any of its affiliates as an executive officer. Immediate
family includes a person's spouse, parents, children, siblings,
mother- in-law, father-in-law, brother-in-law, sister-in-law, son-in-
law, daughter-in-law, and anyone who resides in such person's home;

(d) a director who is a partner in, or controlling shareholder or an
executive officer of any for-profit business organization to which the
Company made, or from which the Company received, payments (other than
those arising solely from investments in the Company's securities)
that exceed five (5%) percent of the Company's or business
organization's consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the past three years;

(e) a director, who is employed as an executive of another entity where
any of the Company's executives serve on that entity's compensation
committee.

PROXY

CLOSURE MEDICAL CORPORATION

5250 Greens Dairy Road
Raleigh, North Carolina 27616

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert V. Toni and Benny Ward, or either of them
acting singly in the absence of the other, each with the power to appoint his
substitute, the Proxy Agents of the undersigned to attend the Annual Meeting of
Stockholders of Closure Medical Corporation (the "Company") to be held June 19,
2001 and any adjournments or postponements thereof, and with all powers the
undersigned would possess if personally present, to vote upon the following
matters as indicated on the reverse.

SEE REVERSE SIDE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE.

ANNUAL MEETING OF STOCKHOLDERS

CLOSURE MEDICAL CORPORATION

JUNE 19, 2001

PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------

A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

FOR WITHHELD
1. Election of [_] [_] Nominees: Ronald A. Ahrens
Directors Class II Richard W. Miller
Rolf D. Schmidt

FOR, except vote withheld from the following nominees:

___________________________________________________________

FOR AGAINST ABSTAIN
2. Ratification of the selection by the Board of [_] [_] [_]
Directors of PricewaterhouseCoopers LLP
as the Company's independent accountants for
the fiscal year ending December 31, 2001.

3. In their discretion, the Proxy Agents are authorized to vote upon such other
business as may properly come before the meeting and any adjournments or
postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES FOR ELECTION AS THE CLASS II DIRECTORS AND FOR PROPOSAL NUMBER
2. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND THE RELATED PROXY STATEMENT.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD PROMPTLY AND RETURN IT USING THE
ENCLOSED ENVELOPE.

SIGNATURE(S)______________________________________________ DATE:__________,2001

NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in the partnership name
by an authorized person.