SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
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-12

LaBarge, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

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

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

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(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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[LABARGE LOGO]

NOTICE OF
2001 ANNUAL MEETING
NOVEMBER 14, 2001
AND PROXY STATEMENT

[LABARGE LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 14, 2001

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of LaBarge, Inc. will be held at the
St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri, on
November 14, 2001, at 4:00 P.M., CST.

At the Annual Meeting, Common Stockholders will be asked:

1. To elect three Class C Directors and one Class B Director for
a term ending in 2004 and 2003, respectively;

2. To consider and act upon the ratification of the selection of
KPMG LLP as independent accountants for fiscal 2002;

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

Only stockholders whose names appear of record at the Company's close
of business on September 19, 2001 (the "Record Date") are entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof. ALL
CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS NOTICE HAVE THE DEFINITIONS
GIVEN TO THEM IN THE ATTACHED PROXY STATEMENT.

WE ENCOURAGE YOU TO VOTE VIA INTERNET OR TELEPHONE, OR YOU MAY MAIL YOUR PROXY.

If you receive more than one proxy card because you own shares
registered in different names or at different addresses, please vote each proxy
as soon as possible by following the instructions on the separate instruction
sheet regarding voting by Internet, telephone or mail.

By Order of the Board of Directors,

/s/ Donald H. Nonnenkamp

Donald H. Nonnenkamp
Vice President, Chief Financial Officer
and Secretary

September 21, 2001

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU
INTEND TO BE PRESENT, PLEASE VOTE YOUR PROXY. STOCKHOLDERS CAN HELP THE COMPANY
AVOID UNNECESSARY EXPENSE AND DELAY BY PROMPTLY VOTING THE ENCLOSED PROXY CARD.
THE PRESENCE, IN PERSON OR BY PROPERLY EXECUTED PROXY, OF A MAJORITY OF THE
COMMON STOCK OUTSTANDING ON THE RECORD DATE IS NECESSARY TO CONSTITUTE A QUORUM
AT THE ANNUAL MEETING.

LABARGE, INC.
9900A CLAYTON ROAD
ST. LOUIS, MISSOURI 63124

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 14, 2001

This Proxy Statement is being furnished to the Common Stockholders of
LaBarge, Inc. (the "Company") on or about October 4, 2001, in connection with
the solicitation of proxies on behalf of the Board of Directors of the Company
for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held
on November 14, 2001 at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting, and at any adjournment or postponement of
that meeting.

Holders of shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company at its close of business on September 19, 2001
(the "Record Date") will be entitled to receive notice of and vote at the Annual
Meeting. On the Record Date, 14,986,003 shares of Common Stock were outstanding.
Holders of Common Stock are entitled to one vote per each share of Common Stock
held of record on the Record Date on each matter that may properly come before
the Annual Meeting.

A plurality of votes of Common Stockholders cast at the Annual Meeting
is required for the election of each Director. Ratification of the selection of
independent accountants requires the affirmative vote of stockholders holding a
majority of the shares of Common Stock voted at the Annual Meeting.

Management of the Company (the "Management"), together with members of
the Board of Directors of the Company, in the aggregate directly or indirectly
controlled approximately 35.2% of the Common Stock outstanding on the Record
Date.

Stockholders of record on the Record Date are entitled to cast their
votes in person or by properly executed proxy at the Annual Meeting. The
presence, in person or by properly executed proxy, of a majority of the Common
Stock outstanding on the Record Date is necessary to constitute a quorum at the
Annual Meeting. If a quorum is not present at the time the Annual Meeting is
convened, the Company may adjourn or postpone the Annual Meeting. Abstentions
and broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions and broker
non-votes are not counted for purposes of determining whether a proposal has
been approved. Under applicable Delaware law, an abstention or broker non-vote
will have no effect on the outcome of the election of directors.

All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked will
be voted at the Annual Meeting in accordance with the instructions indicated in
such proxies. If no instructions are indicated, such proxies will be voted FOR
election of the Board's nominees as directors, FOR the ratification of the
recommended independent accountants, and, at the discretion of the named
proxies, on any other matters that may properly come before the Annual Meeting.
The Board of Directors of the Company does not know of any matters other than
the matters described in the Notice of Annual Meeting attached to this Proxy
Statement that will come before the Annual Meeting.

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the Annual Meeting, a
written notice of revocation bearing a date later than the date of the proxy,
(ii) duly executing a subsequently dated proxy relating to the Common Stock and
delivering it to the Secretary of the Company at or before the Annual Meeting,
or (iii) attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to: Corporate
Secretary, LaBarge, Inc., 9900A Clayton Road, St. Louis, Missouri 63124.

The proxies are solicited by the Board of Directors of the Company. In
addition to the use of the Internet, telephone and mail, proxies may be
solicited personally or by facsimile transmission by Directors, officers or
regular employees of the Company. The cost of solicitation of proxies will be
borne by the Company.

A copy of the Company's Annual Report for the fiscal year ended July 1,
2001 is being mailed to each stockholder along with this Proxy Statement.

THE DATE OF THIS PROXY STATEMENT IS
SEPTEMBER 21, 2001.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into three classes
designated Class A, Class B and Class C. Each Director is elected for a
three-year term and the term of each Class expires in a different year.

The Board of Directors has nominated for election as Class C Directors:
Messrs. Robert H. Chapman, Richard P. Conerly and Pierre L. LaBarge, Jr.; and as
Class B Director: Mr. Robert G. Clark. Each of the nominees is currently serving
as a Director of the Company and each has consented to continue to serve as a
Director if elected. Unless proxy cards are marked to withhold authority to vote
for any of the Director nominees, the proxies intend to vote all properly
executed proxies FOR election of each of the Director nominees.

The following biographical information is furnished with respect to
each nominee and each current Director whose term continues after the Annual
Meeting:

<Table>
<Caption>
TERM
EXPIRATION DIRECTOR POSITIONS WITH THE
DATE AGE SINCE COMPANY
-------------------------------------------- ----------- ------ --------- ---------------------------

NOMINEES FOR CLASS C DIRECTORS
ROBERT H. CHAPMAN 2004 56 1998 DIRECTOR
RICHARD P. CONERLY 2004 77 1975 DIRECTOR
PIERRE L. LABARGE, JR. 2004 76 1967 CHAIRMAN EMERITUS AND
DIRECTOR

NOMINEES FOR ELECTION AS CLASS B DIRECTORS
ROBERT G. CLARK 2003 42 2001 DIRECTOR
Continuing Class B Directors
John G. Helmkamp, Jr. 2003 54 1998 Director
Lawrence J. LeGrand 2003 50 1998 Director

Continuing Class A Directors
Craig E. LaBarge 2002 50 1981 Chief Executive Officer,
President and Director
James P. Shanahan, Jr. 2002 40 1987 Director
Jack E. Thomas, Jr. 2002 49 1997 Director

</Table>

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR ELECTION OF ITS NOMINEES FOR DIRECTOR.

EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES FOR DIRECTOR

The following table sets forth certain information, as of September 19,
2001, with respect to the executive officers, directors whose term of office
will continue after the Annual Meeting, and nominees for directors of the
Company:

<Table>
<Caption>
NAME AGE POSITION(S)
---- --- -----------

Pierre L. LaBarge, Jr.....................76 Chairman Emeritus and Director
Craig E. LaBarge..........................50 Chief Executive Officer, President and Director
Randy L. Buschling.......................41 Senior Vice President
Harvey Baker..............................50 Vice President - Operations
Thomas N. Hilleary........................51 Vice President
Thomas L. Hubbard.........................48 Vice President
Donald H. Nonnenkamp......................49 Vice President, Chief Financial Officer & Secretary
John R. Parmley...........................47 Vice President - Sales & Marketing
Robert H. Chapman.........................56 Director
Robert G. Clark...........................42 Director
Richard P. Conerly........................77 Director
John G. Helmkamp, Jr......................54 Director
Lawrence J. LeGrand.......................50 Director
James P. Shanahan, Jr.....................40 Director
Jack E. Thomas, Jr........................49 Director
</Table>

Pierre L. LaBarge, Jr., Chairman Emeritus, is the founder of the
predecessor company. Mr. LaBarge retired from day-to-day business operations in
1995. He has been a Director since 1967.

Craig E. LaBarge is the son of Pierre L. LaBarge, Jr. and has been a
Director since 1981. He assumed the positions of Chief Executive Officer and
President in 1991. Prior to that time, he was Vice President--Marketing of the
Electronics Division of the Company (1975 to 1979), President of the Electronics
Division of the Company (1979 to 1986), Vice President of the Company (1981 to
1986) and President and Chief Operating Officer of the Company (1986 to 1991).
Mr. LaBarge is also a director and member of the Audit Committee of both TALX
Corporation and Young Innovations, Inc.

Mr. Buschling joined the Company in 1998. He is currently Senior Vice
President of the Manufacturing Services Group of the Company. He was Vice
President--Aerospace and Defense Business Unit from 1998 to 1999. Prior to
joining the Company, he was General Manager of Watlow Electric Manufacturing
Company's Systems Division for more than five years.

Mr. Baker joined the Company in 1996. He is currently Vice
President--Operations for the Manufacturing Services Group of the Company. Prior
to joining the Company, he was Vice President of Manufacturing and Customer
Service for the Broadcast Division of Harris Corporation for more than five
years.

Mr. Hilleary joined the Company in 1998 with the acquisition of Open
Cellular Systems, Inc. He is Vice President of LaBarge, Inc. and oversees the
Company's Network Technologies Group. Prior to joining the Company, he was
President of Open Cellular Systems, Inc. from 1997 to 1998, and Vice
President--Engineering of Distribution Control Systems, Inc. from 1992 to 1997.

4
7

Mr. Hubbard joined the Company in 1980. He is Vice President of
LaBarge, Inc. and works with the Company's Network Technologies Group. He was
Vice President--Telecommunications Business Unit from 1996 to 1999. Prior to
that time, he was Sales Manager for the Company's Joplin, Missouri facility for
more than five years.

Mr. Nonnenkamp joined the Company in 1999. He is currently Vice
President, Chief Financial Officer and Secretary of the Company. Previously, he
served as Vice President and Treasurer for Esco Electronics Corporation from
1993 to 1999. Prior to joining Esco, Mr. Nonnenkamp served as Vice President and
Chief Financial Officer for Clark Oil and Refining Corporation.

Mr. Parmley became Vice President--Sales and Marketing for the
Manufacturing Services Group in 1999. He was Account Manager--Aerospace and
Defense Business Unit from 1997 to 1999. Previously, Mr. Parmley was employed by
Eagle-Picher Industries, Inc., where he served in various sales and management
positions from 1991 to 1997.

Mr. Chapman became a Director in 1998 and serves as a member of the
Audit Committee of the Board of Directors. Since 1975, he has served as Chairman
of the Board and Chief Executive Officer of Barry-Wehmiller Companies, Inc., a
leading provider of packaging automation equipment, and serves as Director on
the Board of Midwest Bank Centre, Inc.

Mr. Clark became a Director in May 2001 and serves as a member of the
Human Resources Committee of the Board of Directors. Since 1984, he has served
as Chairman of the Board and Chief Executive Officer of Clayco Construction
Company, a national firm doing business across the United States and Canada.

Mr. Conerly became a director in 1975 and serves as a member of the
Audit Committee of the Board of Directors. He was formerly Chairman and Chief
Executive Officer of Orion Capital Inc. from 1987 to 1994; President of Pott
Industries Inc., a marine services company, from 1969 to 1987; and Vice Chairman
of Coal Marine, Houston Natural Gas Corporation, parent company of Pott
Industries Inc., from 1979 to 1985. He is also a director of Young Innovations,
Inc.

Mr. Helmkamp became a Director in 1998 and serves as a member of the
Audit Committee of the Board of Directors. He retired from the positions of
Chairman of the Board and Chief Executive Officer of Illinois State Bank and
Trust in 1996, where he served in those capacities for more than five years. Mr.
Helmkamp also serves on the Board of Directors of the United Way of Greater St.
Louis.

Mr. LeGrand became a Director in 1998 and serves as a member of the
Human Resources Committee of the Board of Directors. He has been Executive Vice
President of Plancorp, Inc. since April 2001. He most recently served as
Executive Vice President of LMI Aerospace from April 1998 to March 2001. Prior
to that time, Mr. LeGrand was a partner of KPMG Peat Marwick LLP for more than
20 years.

Mr. Shanahan became a Director in 1987 and serves as a member of the
Human Resources Committee of the Board of Directors. He has been Executive Vice
President, General Counsel and Director of Pacholder Associates, Inc., an
investment advisory firm, since 1986 and is on the Board of Directors of Harvard
Industries.

Mr. Thomas became a Director in 1997 and serves as a member of the
Human Resources Committee of the Board of Directors. Since 1982, he has been
President, Chief Executive Officer and Chairman of the Board of Coin Acceptors,
Inc., a world leader in the design and manufacture of coin mechanisms, bill
validators, control systems, and vending machines. Mr. Thomas serves on the
Board of Directors of Firstar Bank, is Chairman of Royal Vendors, Inc. and
serves on the Advisory Board of ALTO U.S., Inc.

The Board of Directors of the Company held four meetings in fiscal
2001. The Company has a standing Audit Committee of its Board of Directors,
which held four meetings in fiscal 2001. This Committee is governed by a
Charter, a copy of which is attached hereto as Exhibit A, that specifies its
responsibilities, the accountability of the outside auditors to the Board of
Directors and the Audit Committee, and the Audit Committee's responsibility to
ensure independence of the outside auditors. The Audit Committee reviews the
adequacy of its Charter annually. The Company also has a standing Human
Resources Committee of its Board of Directors, which held two meetings in fiscal
2001. This Committee performs the principal function of acting as a compensation
committee. The Company has no standing nominating committee or any committee
that performs similar functions. Each Director attended at least 75% of the
meetings of the Board and its Committees on which he served in fiscal 2001.

DIRECTORS' FEES

Members of the Board of Directors who are not employees of the Company
receive $1,500 for each Board meeting attended, $750 for each committee meeting
attended and $500 for attendance at the Company's Annual Meeting. Directors are
reimbursed for expenses incurred in attending meetings of the Board of Directors
and Committees.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation
of the Chief Executive Officer and the four other most highly compensated
executives who served in such capacities as of July 1, 2001, for the fiscal
years indicated.

<Table>
<Caption>
ANNUAL LONG-TERM
COMPENSATION (1) COMPENSATION
--------------------- AWARDS PAYOUTS
---------------------
NAME AND FISCAL ($) ($) (#) ($) LTIP(2) ($) ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS PAYOUTS(6) COMPENSATION (7)
------------------ ------ ------ -------- ------- ----------- ----------------

Craig E. LaBarge 2001 372,245 291,300 135,294 72,300 50,722
Chief Executive Officer 2000 352,508 184,000 294,118 75,000 47,066
and President 1999 325,000 0 25,000 0 44,753

Randy L. Buschling (3) 2001 221,128 134,000 63,636 0 26,160
Senior Vice President 2000 238,577 91,000 68,632 0 25,536
1999 120,580 0 0 0 13,401

Donald H. Nonnenkamp (4) 2001 210,750 80,000 36,364 0 34,916
Vice President, Chief Financial 2000 146,923 64,000 59,221 0 15,008
Officer and Secretary

Harvey Baker 2001 181,217 97,250 31,818 0 42,190
Vice President 2000 172,000 74,000 34,309 0 41,716
1999 167,299 0 12,000 0 41,688

John R. Parmley (5) 2001 156,481 103,518 31,818 0 9,972
Vice President 2000 121,500 87,000 34,309 0 7,272
</Table>

(1) Includes compensation amounts earned during the fiscal years shown but
deferred pursuant to individual deferred compensation agreements with
the Company.

(2) Bonus amounts and Long-Term Incentive Plan (LTIP) payouts are earned in
the fiscal year shown and paid in the subsequent fiscal year.

(3) Mr. Buschling became an officer of the Company on September 21, 1998.

(4) Mr. Nonnenkamp became an officer of the Company on November 8, 1999.

(5) Mr. Parmley became an officer of the Company on July 1, 1999.

(6) Under the terms of the Company's LTIP, awards to the Chief Executive
Officer are paid 50% in cash and 50% in non-qualified stock options.
Payouts to all other participants are in non-qualified stock options.

6
9

(7) Includes the following by individual for the fiscal year ended July 1,
2001:

<Table>
<Caption>
SPLIT $ LIFE COMPANY MATCH ON USE OF
NAME PREMIUM ($) (A) 401(K) DEFERRALS ($) AUTO ($)
---- --------------- -------------------- --------

Craig E. LaBarge 39,627 0 11,095

Randy L. Buschling 13,954 3,138 9,068

Donald H. Nonnenkamp 16,744 3,753 14,419

Harvey Baker 31,900 3,040 7,250

John R. Parmley 0 2,903 7,069
</Table>

(a) By agreement, these "split dollar life" premiums will be substantially
recovered upon the surrender of the policy or death of the executive.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth all stock options granted to the named
executives during the fiscal year ended July 1, 2001.

<Table>
<Caption>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
INDIVIDUAL GRANTS STOCK PRICE APPRECIATION
FOR OPTION TERM
--------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) (A) FISCAL YEAR ($/SH) DATE (A) 5% ($) 10% ($)
---- ---------- ------------ ----------- ---------- ------ -------

Craig E. LaBarge 110,294 28.3 2.50 8/23/10 173,408 439,451
25,000 (b) 6.4 4.38 8/23/05 30,253 66,851

Randy L. Buschling 63,636 16.4 2.50 8/23/10 100,051 253,548

Donald H. Nonnenkamp 36,364 9.4 2.50 8/23/10 57,173 144,887

Harvey Baker 31,818 8.2 2.50 8/23/10 50,025 126,774

John R. Parmley 31,818 8.2 2.50 8/23/10 50,025 126,774
</Table>

(a) The options granted in fiscal 2001 vest in five equal installments, on
each of the first five anniversaries of the date of the grant or
immediately after a change in control.

(b) Options awarded under this grant to Mr. LaBarge will become exercisable
on August 23, 2002.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table sets forth all stock options exercised by the named
executives during the fiscal year ended July 1, 2001 and the number and value of
unexercised options held by such executives at fiscal year-end.

<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED "IN THE MONEY" OPTIONS
ACQUIRED OPTIONS AT FISCAL YEAR END (#) AT FISCAL YEAR END ($) (A)
ON VALUE ------------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($)(b) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ --------------- ----------- ------------- ----------- -------------

Craig E. LaBarge 0 0 116,112 370,588 35,294 207,353

Randy L. Buschling 0 0 13,726 118,542 8,236 71,125

Donald H. Nonnenkamp 0 0 7,844 87,741 4,706 52,645

Harvey Baker 0 0 43,361 59,266 4,117 35,536

John R. Parmley 0 0 6,861 59,266 4,117 35,560
</Table>

(a) Options are "in the money" if the market value of the shares covered
thereby is greater than the option exercise price. Market value of a
share at July 1, 2001 was $3.10.

(b) Value realized is the difference between the market value of a share on
the exercise date and the exercise price per share times the number of
shares exercised.

7
10

HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

LaBarge, Inc. has had an independent Human Resources Committee (the
"Committee") since 1981. The Committee is made up of four outside directors
appointed annually by the Board of Directors (the "Board"). The principal
responsibilities of the Committee include the following:

[ ] Review and recommend to the Board the annual salary, incentive
compensation, including performance awards under the 1999
Non-Qualified Stock Option Plan, and other benefits of the
chief executive officer and other members of executive
management.

The Company's compensation practices are designed to achieve certain
fundamental objectives, including:

[ ] To attract and retain talented key executives;

[ ] To set competitive compensation levels;

[ ] To provide incentives which focus performance on the
achievement of Company objectives;

[ ] To align executive compensation, including the award of stock
options, with the interest of the stockholders.

To assist the Committee, the Company has, for more than 10 years,
contracted with an independent compensation and benefits consulting firm. This
firm periodically evaluates each of the key management positions within the
Company. The evaluation is based upon such criteria as the size and scope of the
job, specific technical and managerial skills required, and the impact of the
specific job on Company results.

Using the evaluations of each job and data on the compensation
practices of over 500 industrial companies in the U.S., the consultants
recommend ranges for both base salary and bonus opportunity. The range for base
salary is wide (plus or minus 20% from a mid-point) to accommodate a variety of
individual criteria, including competitive factors and specific job performance
over time. The recommended range for bonus opportunity is also wide, plus or
minus 50% from a mid-point. The Committee believes that executives should be
paid a base salary that is within the recommended range. Actual bonus payments
may range from zero to the recommended high point or greater.

Each year, the CEO makes recommendations to the Committee regarding
proposed salary changes and bonus payments, if any. The recommendations, and the
Committee's evaluation of them, are based upon a variety of criteria including
profit performance to plan, cash flow, debt reduction, customer development, the
accomplishment of specific important objectives and many subjective factors. All
of these factors were considered in determining the salaries and bonuses for
2001. These factors are also considered in establishing the compensation of the
Chief Executive Officer.

Committee members: Jack E. Thomas, Jr., Chairman
Robert G. Clark
Lawrence J. LeGrand
James P. Shanahan, Jr.

8
11

REPORT OF THE AUDIT COMMITTEE

The primary role of the Audit Committee is to assist the Board of
Directors in its oversight of the Company's financial reporting process.
Management has the primary responsibility for the financial statements and the
reporting process, including the systems of internal controls. The independent
auditors are responsible for auditing the Company's financial statements and
expressing an opinion as to their conformity to accounting principles generally
accepted in the United States.

In the performance of its oversight function, the Audit Committee has
reviewed and discussed with management and the independent auditors the
Company's audited financial statements. The Audit Committee also has discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61 relating to communication with audit committees. In
addition, the Audit Committee has received from the independent auditors the
written disclosures and letter required by Independence Standards Board Standard
No. 1 relating to independence discussions with audit committees and has
considered whether the independent auditor's provision of non-audit services to
the Company is compatible with maintaining the auditor's independence.

The Audit Committee discussed with the Company's independent auditors
the overall scope and plans for their audit. The Audit Committee meets with the
independent auditors to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved that
the Company's audited financial statements be included in the Company's 2001
Annual Report to Shareholders and Annual Report on Form 10-K for the year ended
July 1, 2001 for filing with the Securities and Exchange Commission.

In addition, the Board of Directors has determined that all of the
members of the Audit Committee are "independent," as defined by the rules of the
American Stock Exchange.

Committee members: Richard P. Conerly, Chairman
Robert H. Chapman
John G. Helmkamp, Jr.

VOTING SECURITIES AND OWNERSHIP THEREOF BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Set forth below is information as of September 19, 2001, concerning all
persons known to the Company to be beneficial owners of more than 5% of the
Common Stock outstanding on the Record Date, and beneficial ownership of Common
Stock by each Director and nominee for Director of the Company, each Executive
Officer of the Company named in the compensation table and all Executive
Officers and Directors as a group (unless otherwise indicated, such ownership
represents sole voting and sole investment power).

<Table>
<Caption>
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNERS (1) BENEFICIALLY OWNED OF CLASS
--------------------- ------------------ --------

Harvey Baker 46,803 (2) *

Randy L. Buschling 40,179 (2) *

Robert H. Chapman 2,600 *

Robert G. Clark 6,700 *

Richard P. Conerly 51,704 *

John G. Helmkamp, Jr. 599,577 (3) (4) 4.1%

Craig E. LaBarge 2,093,608 (2) (8) (9) (10) (11) (12) 14.0%

Pierre L. LaBarge, Jr. 2,048,425 (5) (6) (7) 13.7%

Lawrence J. LeGrand 250,000 (13) *

Donald H. Nonnenkamp 1,063,649 (2) (8) (14) 7.1%

John R. Parmley 27,161 (2) (15) *

James P. Shanahan, Jr. 84,000 *

Jack E. Thomas, Jr. 2,000 *

All executive officers and
directors as a group (13 persons) 5,268,903 35.2%
</Table>

* Less than 1%.

(1) The address of each executive officer and Director is c/o LaBarge,
Inc., 9900A Clayton Road, St. Louis, Missouri 63124.

(2) Includes options exercisable within 60 days for the following number of
shares under the 1993 and 1995 Incentive Stock Option Plans and the
1999 Non-Qualified Stock Option Plan: Harvey Baker - 44,085; Randy L.
Buschling - 40,179; Craig E. LaBarge - 196,994; Donald H. Nonnenkamp
-15,146; John R. Parmley - 20,085. All executive officers and directors
as a group - 316,489 shares.

(3) Included 426,600 shares owned in Mr. Helmkamp's individual capacity,
and 6,666 shares held in Mr. Helmkamp's Living Trust.

(4) Includes 2,500 shares held by Mr. Helmkamp's spouse in her name, 5,911
shares in her IRA and 35,000 shares held in a trust, of which she acts
as trustee. Also includes 57,900 shares held in three trusts for the
benefit of Mr. Helmkamp's children and 65,000 shares held in a
charitable remainder trust; Mr. Helmkamp is trustee of the aforesaid
trusts. Mr. Helmkamp disclaims beneficial ownership of all of these
shares.

(5) Includes 1,021,400 shares owned in Pierre L. LaBarge, Jr.'s individual
capacity.

(6) Includes 1,017,025 shares held in Pierre L. LaBarge, Jr.'s revocable
living trust.

(7) Includes 10,000 shares held by Pierre L. LaBarge, Jr.'s spouse. Mr.
LaBarge disclaims beneficial ownership of these shares.

(8) Includes 1,047,503 shares held in the Benefit Plan as to which the two
members of the Benefit Plan administrative committee have shared voting
power; comprising an aggregate of 237,700 shares

which are held in accounts of executive officers of the Company and an
aggregate of 809,803 shares which are held in accounts of other
employees of the Company.

(9) Includes 25,088 shares held by four trusts for the benefit of three
nephews and one niece, of which trusts Craig E. LaBarge is a co-trustee
and in which shares Mr. LaBarge disclaims beneficial ownership.

(10) Includes 70,548 shares held by Craig E. LaBarge's spouse in her name,
34,000 shares held in her IRA, and 5,142 shares as custodian for their
two minor children. Mr. LaBarge disclaims beneficial ownership of these
shares.

(11) Includes 18,172 shares held by a trust for two minor children of Craig
E. LaBarge. Mr. LaBarge is a co-trustee and disclaims beneficial
ownership.

(12) Includes 673,411 shares owned in Craig E. LaBarge's individual
capacity, 2,750 shares owned jointly with his spouse and 20,000 shares
held in his IRA.

(13) Represents 250,000 shares held in a grantor trust, of which trust Mr.
LeGrand is trustee.

(14) Includes 1,000 shares owned in Mr. Nonnenkamp's individual capacity.

(15) Includes 7,076 shares owned in Mr. Parmley's individual capacity.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements were met during
fiscal 2001.

11
14

PERFORMANCE GRAPHS

Five-Year Total Return. The following graph compares the cumulative
total stockholder return (stock price appreciation plus dividends) on the
Company's Common Stock with the cumulative total return of the American Stock
Exchange Market value and a peer group.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG LABARGE, INC., THE AMEX MARKET VALUE INDEX
AND A PEER GROUP

[CHART]

<Table>
<Caption>
Cumulative Total Return
6/96 6/97 6/98 6/99 6/00 6/01

LABARGE, INC. 100.00 66.67 35.37 22.45 22.45 33.74
AMEX MARKET VALUE 100.00 107.33 134.64 151.76 178.74 177.21
PEER GROUP 100.00 159.76 121.28 109.52 166.44 116.45
</Table>

* $100 INVESTED ON 6/30/96 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING JUNE 30.

The peer group consists of the following companies selected on the basis of
their market capitalization and similarity of businesses: Cubic Corporation, EDO
Corporation, Miltope Group, Inc., Esterline Technologies Corporation and Sparton
Corporation. Four companies previously included in the peer group are no longer
public companies and have been replaced by ACT Manufacturing, Inc., Alpha
Technologies Group, and Parlex Corporation. Companies removed were Aydin
Corporation, GRC International, Inc., Tech Sym Corp., and Whittaker Corporation.

12
15

PROPOSAL 2: SELECTION OF INDEPENDENT ACCOUNTANTS

KPMG LLP ("KPMG") has been appointed as independent accountants for the
Company for the fiscal year ending June 30, 2002 by the Board of Directors with
the approval of the Audit Committee. KPMG has been the Company's independent
accountants since 1980. Although the appointment of independent accountants does
not require the approval of Common Stockholders, the Board of Directors believes
Common Stockholders should participate in the appointment through ratification.
A representative of KPMG is expected to be present at the Annual Meeting of
Stockholders with the opportunity to make a statement, if he so desires, and he
is expected to be available to respond to appropriate questions raised orally at
the meeting.

Audit Fees. The aggregate fees billed by KPMG in connection with the
audit of the Company's consolidated financial statements for the fiscal year
ended July 1, 2001, the review of quarterly financial statements included in the
Company's Forms 10-Q and audits of employee benefit plans were approximately
$170,000.

Financial Information Systems Design and Implementation Fees. KPMG did
not provide any financial information systems design and implementation services
to the Company during the fiscal year ended July 1, 2001.

All Other Fees. The aggregate fees billed by KPMG for professional
services (primarily tax services), other than services related to the audit of
the annual financial statements or the review of the quarterly financial
statements, rendered during the year ended July 1, 2001 were $85,000.

The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock casting a vote at the Annual Meeting is necessary for the
ratification of the selection of the independent accountants.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT
ACCOUNTANTS FOR FISCAL 2002.

STOCKHOLDER PROPOSALS

Any stockholder proposal to be presented at the next Annual Meeting,
which is expected to be held in November 2002, must be received by the Company
at its principal office at the address listed on page 2 hereof no later than May
17, 2002.

By Order of the Board of Directors,

/s/Donald H. Nonnenkamp

DONALD H. NONNENKAMP
Vice President, Chief Financial Officer
and Secretary

St. Louis, Missouri
September 21, 2001

13
16

THANK YOU FOR YOUR VOTE

IF YOU ARE NOT VOTING BY INTERNET OR BY TELEPHONE, DETACH PROXY CARD AND
MAIL IN ENVELOPE PROVIDED

(DETACH PROXY FORM HERE)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS OTHERWISE
INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

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

DATE:
------------------

-------------------------------------------
SIGNATURE(S)

[LABARGE LOGO]

LABARGE, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 14, 2001

The undersigned hereby appoints Craig E. LaBarge and Donald H.
Nonnenkamp, or either of them acting in the absence of the other, proxies for
the undersigned, with full power of substitution, to vote all shares of the
undersigned at the Annual Meeting of Stockholders of LaBarge, Inc. to be held at
the St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri, on
November 14, 2001, at 4:00 P.M. St. Louis time, and at any adjournments thereof,
in accordance with the instructions noted below, and with discretionary
authority with respect to such other matters not known or determined at the time
of the solicitation of this proxy, as may properly come before said meeting or
any adjournments thereof.

YOUR VOTE IS IMPORTANT TO US.

WE ENCOURAGE VOTING ON THE INTERNET OR BY TELEPHONE.
(PLEASE REFER TO THE ACCOMPANYING VOTING INSTRUCTION SHEET.)

(DETACH PROXY FORM HERE)

The undersigned hereby revokes any proxies heretofore given in connection with
the Annual Meeting and directs said persons to use this proxy to act or vote as
follows:

<Table>

1. Election of Directors: Class C- 01 - Robert H. Chapman Class B- 04 - Robert G. Clark
02 - Richard P. Conerly
03 - Pierre L. LaBarge, Jr.

[ ] FOR all nominees listed [ ] FOR all nominees EXCEPT for [ ] WITHHOLD AUTHORITY to vote
nominees written in space below for all nominees

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

2. Proposal to ratify the selection of KPMG LLP as Independent Accountants for
the fiscal year ending June 30, 2002.

[ ] FOR KPMG LLP as [ ] AGAINST KPMG LLP for [ ] ABSTAIN
Independent Accountants Independent Accountants
</Table>

(SEE REVERSE SIDE)