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

NORTH PITTSBURGH SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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:

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

(2) Aggregate number of securities to which transaction applies:

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

(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):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[_] 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:

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

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

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

(3) Filing Party:

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

(4) Date Filed:

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

Notes:

IT WILL ASSIST MATERIALLY IN THE PREPARATION FOR THE ANNUAL MEETING IF
SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY.

NORTH PITTSBURGH SYSTEMS, INC.

4008 GIBSONIA ROAD
GIBSONIA, PENNSYLVANIA 15044-9311
TELEPHONE NO. 724-443-9600
------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 18, 2001
------------

The Annual Meeting of Shareholders of North Pittsburgh Systems, Inc. will be
held on Friday, May 18, 2001 at 2:00 p.m., Eastern Daylight Saving Time, at
the Sheraton Inn Pittsburgh North (Warrendale), 910 Sheraton Drive, Mars,
Pennsylvania, for the purpose of considering and acting upon the following
matters, as described in the accompanying Proxy Statement:

1. To elect Directors.

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

The Board of Directors has fixed the close of business on April 10, 2001 as
the record date for the determination of Shareholders entitled to notice of
and to vote at the meeting.

You are cordially invited to attend the meeting. If you are unable to do so,
please sign and date the enclosed proxy and return it promptly by mail in the
enclosed envelope. No postage is required if mailed in the United States.

By Order of the Board of Directors
N. William Barthlow
Secretary

Dated: Gibsonia, PA
April 20, 2001

NORTH PITTSBURGH SYSTEMS, INC.
4008 Gibsonia Road
Gibsonia, Pennsylvania 15044-9311
Telephone No. 724-443-9600

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

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 18, 2001

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

GENERAL

This Statement is furnished in connection with the solicitation by and on
behalf of the Board of Directors of North Pittsburgh Systems, Inc. (North
Pittsburgh or Company) of Proxies to be used at the Annual Meeting of
Shareholders of the Company and any adjournments thereof, to be held at the
Sheraton Inn Pittsburgh North (Warrendale), 910 Sheraton Drive, Mars,
Pennsylvania, on May 18, 2001 at 2:00 p.m., Eastern Daylight Saving Time for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. The Board of Directors has fixed the close of business on April
10, 2001 as the record date for the determination of Shareholders entitled to
notice of and to vote at the Annual Meeting.

It is anticipated that this Proxy Statement and accompanying proxy card
(Proxy) will be mailed to Shareholders for the first time on or about April
20, 2001. Shares represented by a valid Proxy received in time for voting will
be voted in accordance with the Shareholder's instructions. If no such
instructions are specified, the Proxy will be voted FOR each of the nominees
for election as a Director. Proxies and notices of revocation should be mailed
or delivered to the Company's transfer agent, Wells Fargo Shareowner Services,
P.O. Box 64854, St. Paul, MN 55164-0854, for receipt by Wells Fargo Bank
Minnesota, N.A. no later than two (2) business days prior to the 2001 Annual
Meeting of Shareholders, or should be deposited with the Chairman or the
Secretary of the Company immediately prior to the commencement of the 2001
Annual Meeting.

The Company will bear the cost of solicitation of proxies. In addition to
the use of the mails, the Company, if necessary, may use its officers and its
regular employees, who will receive no compensation in addition to regular
salary or pay, to solicit proxies from Shareholders, either personally, by
telephone, facsimile, telegraph or letters. Arrangements will be made by the
Company with brokers and other custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of the shares held of record,
and the Company will reimburse these persons for reasonable out-of-pocket
expenses incurred.

VOTING RIGHTS

Only Shareholders of record at the close of business on April 10, 2001 are
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. At that date, the Company had outstanding and entitled to vote
15,005,000 shares of Common Stock. Holders of Common Stock are entitled to one
vote for each share held in respect to the election of Directors. Proxies will
be received and tabulated by Wells Fargo Bank Minnesota, N.A., Shareowner
Services, with the results thereof reported to the three (3) Judges of
Election appointed by the Company's Board of Directors under the authority of
the Bylaws of the Company and the Pennsylvania Business Corporation Law.
Election as a Director requires a favorable vote of the majority of the total
shares represented at the meeting. The total shares represented includes
abstentions, withheld votes and broker non-votes.

STOCK OWNERSHIP

As of March 12, 2001, Armstrong Utilities, Inc. (Armstrong), a Pennsylvania
corporation, the principal business of which is cable television and all of
the stock of which is owned by Armstrong Holdings, Inc., a

Delaware corporation, held of record 935,740 shares or 6.24% of the Company's
15,005,000 shares of outstanding Common Stock. As of that date, no other
entity or individual held of record more than 5% of such stock. A Schedule 13D
and amendments thereto have been filed with the Securities and Exchange
Commission on the joint behalf of (i) Armstrong, (ii) Armstrong Holdings, Inc.
(holder of 297,996 shares), (iii) the Sedwick Foundation (holder of 34,638
shares), (iv) the Jud L. Sedwick Family Trust No. 2 (holder of 400 shares) and
(v) Director Jay L. Sedwick and his spouse, Jay L. Sedwick's son, his brother-
in-law and his spouse, an unrelated officer of Armstrong and Armstrong
Holdings, Inc., and his spouse and certain other persons, both individually
and in respect of certain of their capacities as officers of Armstrong and
Armstrong Holdings, Inc. The aggregate beneficial ownership at March 12, 2001
of those filing the Schedule 13D, or subject to the reporting requirements
thereof, was 1,321,190 shares or 8.80% of the Company's outstanding Common
Stock. Each of such persons disclaimed any membership in any "group" as such
term is defined in Rule 13d-5 under the Securities Exchange Act of 1934 and
the reporting persons have indicated that the stock has been acquired for
investment.

The following table sets forth information with respect to all persons known
to the Company who could be beneficial owners of more than 5% of the Company's
voting securities as of March 12, 2001, including those persons who by virtue
of their relationship to Armstrong and Armstrong Holdings, Inc. might be
deemed to be beneficial owners of the North Pittsburgh stock held by those
corporations:

Table I

Beneficial Owners of More Than 5%
of Outstanding Voting Securities

Owner's Name and Amount and Nature Percent
Title of Class Business Address of Ownership of Class
- -------------- ------------------------- ------------------------- --------

Common Stock Armstrong Utilities, Inc. 935,740 Direct 6.24%
One Armstrong Place
Butler, PA 16001

Common Stock Jay L. Sedwick 6,939 Direct (1) 0.05%
One Armstrong Place 1,290,031 Indirect (2) 8.60%
Butler, PA 16001

Common Stock William C. Stewart 3,100 Direct (3) 0.02%
One Armstrong Place 1,273,374 Indirect (4) 8.49%
Butler, PA 16001

Common Stock Kirby J. Campbell 10,600 Direct (5) 0.07%
One Armstrong Place 1,268,774 Indirect (6) 8.46%
Butler, PA 16001

Common Stock Dru A. Sedwick 1,250 Direct .008%
One Armstrong Place 1,233,736 Indirect (7) 8.22%
Butler, PA 16001

- --------
(1) Of the 6,939 shares directly owned by Jay L. Sedwick, 2,505 shares are
held jointly with his wife.

(2) Jay L. Sedwick, a Director of the Company, is Chairman of the Board and
Director of Armstrong and of Armstrong Holdings, Inc. If he were deemed
the beneficial owner of the 935,740 and 297,996 shares respectively held
by such corporations, the 34,638 shares held by the Sedwick Foundation, of
which Jay L. Sedwick is a Co-Trustee, the 400 shares held by the Jud L.
Sedwick Family Trust No. 2, of which Jay L. Sedwick is a Co-Trustee, and
the 21,257 shares held by Strand Investment Partners, L.P., a Delaware
limited partnership which handles diversified investments, of which Jay L.
Sedwick is a partner, his indirect beneficial ownership would total
1,290,031 shares.

(3) The 3,100 shares directly owned by William C. Stewart are held jointly
with his wife.

(4) William C. Stewart is a Director of Armstrong and a Director and Secretary
of Armstrong Holdings, Inc. If he were deemed the beneficial owner of the
935,740 and 297,996 shares respectively held by such corporations, the
5,000 shares held individually by his wife and the 34,638 shares held by
the Sedwick Foundation, of which William C. Stewart is a Co-Trustee, his
indirect beneficial ownership would total 1,273,374 shares.

(5) The 10,600 shares directly owned by Kirby J. Campbell are held jointly
with his wife.

(6) Kirby J. Campbell is a Director, Executive Vice President and Treasurer of
Armstrong and a Director, Chief Executive Officer and Treasurer of
Armstrong Holdings, Inc. If he were deemed the beneficial owner of the
935,740 and 297,996 shares respectively held by such corporations, the
34,638 shares held by the Sedwick Foundation, of which Kirby J. Campbell
is a Co-Trustee, and the 400 shares held by the Jud L. Sedwick Family
Trust No. 2, of which Kirby J. Campbell is a Co-Trustee, his indirect
beneficial ownership would total 1,268,774 shares.

(7) Dru A. Sedwick is a Director, Executive Vice President and Secretary of
Armstrong and a Director and President of Armstrong Holdings, Inc. If he
were deemed the beneficial owner of the 935,740 and 297,996 shares
respectively held by such corporations, his indirect beneficial ownership
would total 1,233,736 shares.

The following table sets forth information with respect to the beneficial
ownership as of March 12, 2001 of individual Directors, Nominees and of all
Directors, Nominees and Officers as a Group:

Table II

Security Ownership of Management

Name of Amount and Nature Percent
Title of Class Beneficial Owner of Ownership (1) of Class
-------------- ---------------- ----------------------- --------

Common Stock Harry R. Brown 21,238 Direct (2) 0.14%
22,122 Indirect (3) 0.15%

Common Stock Charles E. Cole 52,028 Direct (4) 0.35%
21,972 Indirect (5) 0.15%

Common Stock Allen P. Kimble 1,129 Direct (6) .008%

Common Stock Stephen G. Kraskin 3,000 Direct 0.02%

Common Stock David E. Nelsen 2,500 Direct (7) 0.02%

Common Stock Jay L. Sedwick 6,939 Direct 0.05%
1,290,031 Indirect (8) 8.60%

Common Stock Charles E. Thomas, Jr. 35,710 Direct (9) 0.24%
31,000 Indirect (10) 0.21%

Common Stock All Directors, Nominees and 132,049 Direct 0.88%
Officers as a Group (13
Persons) 1,369,175 Indirect (11) 9.12%

- --------
(1) Included in the shares set forth in the table above are (a) shares
beneficially owned by the Director/Nominee, his wife, minor children, and
relatives living in his house, and, includable in such table under rules
of the Securities and Exchange Commission and (b) shares which are deemed
to be beneficially owned because the Director/Nominee has voting power or
power of disposition with respect to the shares. Share amounts are
reported as of March 12, 2001 and percentages of share ownership are
calculated based upon 15,005,000 shares of Common Stock outstanding as of
that date.

(2) Of the 21,238 shares directly owned by Harry R. Brown, 1,354 shares are
held jointly with his wife.

(3) The 22,122 shares indirectly owned by Harry R. Brown are held
individually by his wife.

(4) Of the 52,028 shares directly owned by Charles E. Cole, 21,272 shares are
held jointly with his wife.

(5) The 21,972 shares indirectly owned by Charles E. Cole are held
individually by his wife.

(6) The 1,129 shares directly owned by Allen P. Kimble are held jointly with
his wife.

(7) The 2,500 shares directly owned by David E. Nelsen are held jointly with
his wife.

(8) For information with respect to the 1,290,031 shares indirectly owned by
Jay L. Sedwick, please refer to Note 2 to Table I above.

(9) Of the 35,710 shares directly owned by Charles E. Thomas, Jr., 11,800
shares are held jointly with his wife.

(10) Of the 31,000 shares indirectly owned by Charles E. Thomas, Jr., 25,000
shares are held by him under the PA Uniform Transfers to Minors Act as
custodian for five children and 6,000 shares are held individually by
three of his children.

(11) The 1,369,175 shares indirectly owned by all Directors, Nominees and
Officers as a Group include the 1,290,031 shares indirectly owned by Jay
L. Sedwick and described in Note 2 to Table I above.

No Director, Nominee, officer or "group" as defined in Rule 13d-5 under the
Securities Exchange Act of 1934 is a beneficial owner of more than 5% of the
Company's Common Stock by virtue of any voting trust or similar arrangement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers, and persons who own more than 10
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and NASDAQ. Directors, executive officers, and 10 percent
shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Solely on the basis of its review of the copies of such forms or written
representations from certain reporting persons, the Company believes that all
filing requirements under Section 16(a) applicable to its directors and
officers were timely met during 2000 with the exception of (i) the late filing
of an amended Form 4 by Charles E. Thomas, Jr. to report the inheritance on
June, 2000 by three adult children and two minor children of 2,000 shares each
of the Company's Common Stock and (ii) the late filing of a Form 4 by Mr.
Brown to report his gift of 1,640 shares of the Company's Common Stock in
December, 2000. The shares which were the subject of these late filed reports
are still being held by their recipients.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

ELECTION OF DIRECTORS

The Bylaws provide that North Pittsburgh shall be managed by a Board of
Directors of not less than seven (7) nor more than nine (9) members and that
the number of Directors to be elected shall be determined by the Board of
Directors prior to the Annual Meeting at which such Directors are to be
elected. The Board of Directors has established the number of Directors at
seven (7) for the coming year.

The persons named in the following table will be nominated for election as
Directors of North Pittsburgh to serve until the 2002 Annual Meeting of
Shareholders and until their successors are elected and qualify. All nominees
are present Directors of North Pittsburgh and were elected at the 2000 Annual
Meeting of Shareholders. The number of Common shares represented at the 2000
Annual Meeting of Shareholders held May 19, 2000 was 12,662,268 represented by
proxy and 36,335 in person, or 84.63% of the 15,005,000 outstanding shares of
such stock on that date.

It is the intention of the proxies to vote for the election of seven (7)
Directors and unless authority to vote for any or all individual nominees is
withheld, it is the intention of the proxies to vote for the election of the
nominees listed in the following table. If any of the following nominees
should become unavailable as a candidate for any reason, which is not
anticipated, the Board of Directors in its discretion may designate a
substitute nominee, in which event votes will be cast for such substitute
nominee pursuant to the accompanying Proxy.

The information in the table which follows includes as to each such nominee,
the nominee's age, the year in which service commenced as a Director of North
Pittsburgh, the nominee's current positions and offices held with North
Pittsburgh, the nominee's business experience during the past five years and
certain other information. Individual shareholdings of each nominee may be
found above in Table II, Security Ownership of Management.

NOMINEES FOR ELECTION AS DIRECTORS
AND INFORMATION CONCERNING THEM

Biographical Summaries of Nominees/1/

Unless otherwise specified, "North Pittsburgh" as used below means North
Pittsburgh Systems, Inc. since May 31, 1985 and North Pittsburgh Telephone
Company, its predecessor, before that date. Positions and experience related
only to North Pittsburgh Telephone Company, the Company's principal
subsidiary, are also presented.

HARRY R. BROWN Director of North Pittsburgh since 1989

President of North Pittsburgh Systems, Inc. and President and General Manager
of North Pittsburgh Telephone Company

Mr. Brown, 64, has been President of North Pittsburgh Systems, Inc. and
President and General Manager of North Pittsburgh Telephone Company since
1998. He was Vice President of North Pittsburgh Systems, Inc. from 1992 to
1998. Mr. Brown also held the following North Pittsburgh positions: Vice
President--Operations from 1987 to 1998, Assistant Vice President--Operations
from 1986 to 1987, Network Engineering Manager from 1984 to 1986 and Equipment
Supervisor from 1975 to 1984.

DR. CHARLES E. COLE Director of North Pittsburgh since 1968

Retired Physician

Dr. Cole, 70, is a retired physician who previously practiced with the Cole-
Lechmanick division of Genesis Medical Associates in the Town of McCandless,
PA.

ALLEN P. KIMBLE Director of North Pittsburgh since 1998

Vice President and Treasurer of North Pittsburgh Systems, Inc. and North
Pittsburgh Telephone Company

Mr. Kimble, 54, has been Vice President since 1989 and Treasurer since 1985
of North Pittsburgh Systems, Inc. and Vice President since 1989 and Treasurer
since 1979 of North Pittsburgh Telephone Company. Mr. Kimble also held the
following North Pittsburgh positions: Secretary from 1993 to 1998, Assistant
Vice President from 1987 to 1993, Assistant Secretary from 1979 to 1993,
Assistant Secretary-Treasurer from 1977 to 1979 and Assistant to Vice
President--Finance from 1976 to 1977.

STEPHEN G. KRASKIN Director of North Pittsburgh since 1999

Partner of Kraskin, Lessee & Cosson, LLP

Mr. Kraskin, 50, is an attorney and managing partner in the legal and
consulting firm of Kraskin, Lessee & Cosson, LLP, which he founded in 1992.
Mr. Kraskin's professional practice is concentrated in the provision of legal,
regulatory and business planning services to a wide variety of
telecommunications companies. Prior to
- --------
/1/Unless otherwise indicated, a nominee has had the same principal occupation
for the past five years. Only directorships in companies with a class of
equity securities registered pursuant to the Securities Exchange Act of 1934,
or otherwise subject to its periodic reporting requirements, are listed. With
the exception of North Pittsburgh Telephone Company, no corporation or
organization listed herein is a parent, subsidiary or other affiliate of North
Pittsburgh Systems, Inc. or its subsidiaries. There are no arrangements or
understandings among any director, nominee, North Pittsburgh Systems, Inc. or
its subsidiaries or any other person pursuant to which a director or nominee
was or is to be elected.

entering private practice, he was General Counsel to a telecommunications
consulting firm, and served as Deputy General Counsel of the National
Association of Regulatory Utility Commissioners.

DAVID E. NELSEN Director of North Pittsburgh since 1999

Chief Executive Officer of CoManage Corporation

Since 1998, Mr. Nelsen, 40, has been Chief Executive Officer of CoManage
Corporation, a telecom network management software company. Previously, from
1996-1998, he was Senior Director at FORE Systems, a Pittsburgh area high
technology manufacturing company, with responsibility for product management
and marketing of FORE's service provider products, business planning and
strategy. Prior thereto, he served as FORE's Director of Marketing from 1994
to 1996 with responsibility for video and telco product management and
marketing. Before joining FORE, Mr. Nelsen held a variety of positions during
almost 12 years at AT&T, including ATM Service Product Manager at AT&T
Business Communication Services (1991-1994) and Private Packet Network
Services Technical Manager at AT&T Bell Laboratories (1982-1991).

JAY L. SEDWICK Director of North Pittsburgh since 1980

Chairman of the Board and Director of Armstrong Utilities, Inc.

Mr. Sedwick, 66, is Chairman of the Board and Director in a number of
companies comprising the Armstrong Group of Companies (engaged in the business
of telephony, cable television, home security and real estate in several
states). He has been the Chairman of Armstrong Utilities, Inc. in Butler, PA
since 1993 and was President and Chief Executive Officer of the same company
from 1988 to 1997. Mr. Sedwick also served in various officer capacities for
Armstrong Utilities, Inc. from 1963 to 1988.

CHARLES E. THOMAS, JR. Director of North Pittsburgh since 1993

Chairman of Board of Directors of North Pittsburgh

Mr. Thomas, Jr., 58, has been Chairman of the Board of Directors of North
Pittsburgh since 1998. Mr. Thomas, has also been a partner in the law firm of
Thomas, Thomas, Armstrong & Niesen, Harrisburg, PA, since the formation of
this firm in 1991, concentrating in public utility, securities regulation and
corporate law. Previous thereto, he was a partner in the law firm of Thomas &
Thomas from 1977 to 1990. Thomas, Thomas, Armstrong & Niesen is retained as
general counsel for North Pittsburgh and was paid a total of $106,411 in fees
during 2000.

Meetings of the Board and Committees

The Board of Directors held fifteen meetings during 2000. Jay L. Sedwick,
Chairman of the Committee, Charles E. Cole, Stephen G. Kraskin, David E.
Nelsen and Charles E. Thomas, Jr. served, without additional compensation, as
a Compensation Committee and, in respect to compensation for 2000, held two
separate meetings in 1999 and four meetings in 2000 in conjunction with
meetings of the full Board of Directors (see Compensation Committee Report on
Executive Compensation). Charles E. Thomas, Jr., Chairman of the Committee,
Stephen G. Kraskin and David E. Nelsen served, without additional
compensation, as a standing Audit Committee. However, as Audit Committee
matters were considered during regularly scheduled meetings of the Board, the
Audit Committee did not meet separately in 2000. It met during March of 2001
to consider matters related to the financial statement audit for the year
ended December 31, 2000. The Company does not have a standing nominating
committee, but rather acts as a committee of the whole with respect to
this function.

Each Director attended 75% or more of all Board of Directors' meetings, and
75% or more of all meetings of each committee on which he served, except for
David E. Nelsen who only attended 73% of the Board of Directors' meetings.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation Table. The Executive Compensation Table below shows
the total compensation of North Pittsburgh's five most highly compensated
Executive Officers whose compensation exceeded $100,000 during 2000.

Executive Compensation Table(A)

(c)
Annual (i)
(a) (b) Compensation (d) All Other
Name and Principal Position Year Salary Bonus Compensation(B)
- --------------------------- ---- ------------ ------- ---------------

Harry R. Brown (1) 2000 $217,667 $16,417 $6,607
1999 199,500 6,433 5,995
1998 150,000 -- 5,373

Allen P. Kimble (2) 2000 $162,833 $16,417 $6,000
1999 133,000 6,433 4,902
1998 127,000 -- 4,614

N. William Barthlow (3) 2000 $159,667 $16,417 $6,423
1999 122,500 6,433 4,868
1998 112,000 -- 4,360

Frank A. Macefe (4) 2000 $159,667 $16,417 $5,885
1999 122,500 6,433 4,505
1998 96,000 -- 3,757

Albert W. Weigand (5) 2000 $145,333 $16,417 $5,774
1999 116,750 6,433 4,450
1998 91,000 -- 3,458

- --------
(1) President since 1998 and Vice President from 1992 to 1998 of North
Pittsburgh Systems, Inc.; President and General Manager since 1998 and
Vice President--Operations from 1987 to 1998 of North Pittsburgh
Telephone Company. Mr. Brown was also a Director of both companies in all
three years.

(2) Vice President since 1989, Treasurer since 1985 and a Director since 1998
of both companies.

(3) President since May 21, 1999 of Pinnatech, Inc. d/b/a Nauticom; Vice
President since 1994, Secretary since 1998 and Assistant Secretary from
1993 to 1998 of North Pittsburgh Systems, Inc.; Vice President--Marketing
and Revenues since 1994, Secretary since 1998 and Assistant Secretary
from 1993 to 1998 of North Pittsburgh Telephone Company.

(4) President since 1998 of Penn Telecom, Inc.; Vice President since January
1, 1999 and Assistant Vice President from 1989 to 1999 of North
Pittsburgh Systems, Inc.; Vice President--Sales since January 1, 1999,
Assistant Vice President--Marketing from 1989 to 1999 and Marketing
Manager from 1979 to 1989 of North Pittsburgh Telephone Company.

(5) Vice President since January 1, 1999 and Assistant Vice President from
1997 to 1999 of North Pittsburgh Systems, Inc.; Vice President--
Operations since January 1, 1999, Assistant Vice President--Operations
from 1997 to 1999, Sr. Planning Engineer from 1995 to 1997 and Planning
Engineer from 1986 to 1995 of North Pittsburgh Telephone Company.

Notes to Executive Compensation Table:

(A) The Executive Compensation Table reflects salary, bonus and Company
contributions to a defined contribution plan. Since 1998, inside
Directors receive no additional compensation for serving on the Board of
Directors. No other forms of compensation such as Restricted Stock
Awards, Stock Appreciation Rights, Options or Long Term Incentive
Payments were in effect during 2000. In addition, during 2000, no one
participated in the Deferred Compensation Plan.

(B) In 2000, annual contributions were made to the North Pittsburgh Telephone
Company Employees' Savings and Retirement Plan (401-K) for the benefit of
Messrs. Brown, Kimble, Barthlow, Macefe and Weigand.

Employment Agreements

The Company has employment agreements (the Agreements) with the officers
named in the Executive Compensation Table and with one additional executive
officer of the Company. The Agreements provide for certain payments should
certain prescribed conditions occur after a change of control (as defined in
the Agreements). If prior to the expiration of executive officer's term of
employment, the Company terminates the officer's employment other than for
just or good cause, then the Company shall be obligated to pay to the officer,
a severance amount equal to the base salary which would be payable to the
officer for the balance of the present term of the Agreement. In no event
shall the severance amount to be paid to the officer exceed two hundred and
fifty percent (250%) of the officer's annual base salary or be less than one
hundred twenty-five percent (125%) of the officer's annual base salary.

Compensation Committee Report on Executive Compensation.

As was indicated in the Proxy Statement for the 2000 Annual Meeting of
Shareholders, the Compensation Committee, at its meeting held August 3, 1999,
took action to recommend the approval by the entire Board of executive
employment agreements for each of the Company's executive officers. At a
special meeting held later the same day, the Board approved the employment
agreements and over the course of the next few weeks, the agreements were
executed by both the officers and the Company. The executive employment
agreements set forth the terms and conditions of executive employment other
than salary levels and any bonuses which are to be determined by the Board
upon the recommendation of the Compensation Committee. As a consequence, the
focus of the Compensation Committee since that time has been primarily on
salary levels and bonus plans.

In early November, 1999, a memorandum and supporting schedules were
circulated to Compensation Committee members which set forth the President's
proposed executive salary adjustments for Calendar Year 2000. As indicated in
the Compensation Committee Reports appearing in the Proxy Statements for the
1999 and 2000 Annual Meetings of Shareholders, Peter R. Johnson & Company
(Johnson) was employed in 1998 to conduct an executive compensation study and
make recommendations to the Compensation Committee. In addition to
compensation recommendations, the Johnson Report included information as to
salary ranges for executive officers and other data based upon a study of
comparable and other companies within the industry. At its meetings in July
and August, 1999, the Compensation Committee, after extensive consideration,
had taken action to recommend that executive salaries be brought to
approximately 110% of the Johnson Report middle range with some modifications
based upon existing salary relationships and the magnitude of the increase
which would result. In his proposal for Calendar Year 2000 executive salaries,
the President indicated his belief that salary levels of approximately 110% of
the mid point of the ranges shown in the Johnson Report remained appropriate
and recommended salary increases of 3.5% for those officers whose salaries had
reached those levels and greater increases for officers not yet at those
levels.

A meeting of the Compensation Committee was then held on November 24, 1999
for the purpose of considering executive compensation for Calendar Year 2000
and the President's proposal. The President was invited to attend the meeting
and asked to provide an overview of his salary proposals which were then
discussed

at length and compared to the information in the Johnson Report. It remained
the consensus of the Committee that the Company's executive officers compared
quite favorably with those of other comparable companies and therefore salary
levels above the Johnson Report middle range were appropriate. After excusing
the President from the meeting, the matter of the appropriate level of salary
increases for each executive officer was discussed at length. The
responsibilities and performance of each officer were considered, as was the
relationship of each officer's present salary with those of other officers and
other members of the management group. The Compensation Committee was in
agreement with the President that executive salary levels should be
approximately 110% of the mid point of the ranges shown in the Johnson Report
and that increases necessary to reach those levels should be recommended to
the full Board for adoption. A motion was unanimously adopted to recommend the
proposed salary increase for each officer to the Board which formally approved
same at its meeting held December 2, 1999 to become effective January 1, 2000.

The next meeting of the Compensation Committee was held in conjunction with
a meeting of the full Board on February 24, 2000 for the purpose of
considering the calculation of bonuses under the previously approved Executive
Officers Bonus Plan for 1999. The Board Meeting was recessed and the
Compensation Committee asked to consider the appropriateness of the
calculation since audited financials had become available and to make a
recommendation to the Board. After a thorough review and discussion, the
Committee recommended that the Board approve the calculation and grant payment
of the bonuses so calculated for eligible executive officers. Following the
reconvening of its meeting, the Committee recommendation was adopted by the
full Board.

A subsequent meeting of the Compensation Committee was held on May 10, 2000
for the purpose of considering whether a further adjustment to executive
compensation was advisable given offers and inquiries by other companies and
headhunters regarding employment of members of the Company's executive team.
Information summarizing recent increases in executive compensation had been
circulated to Committee members prior to the meeting. After considering the
nature of the offers and inquiries which were being made to Company executives
and a thorough review of the salary increases which the Committee had
previously recommended and the Board had approved in the context of the ranges
in the Johnson Report, as well as a consideration of information in the Report
with respect to other companies and the performance of each of the members of
the executive team and their importance to various projects which had been
undertaken, a motion was adopted by the Committee to recommend to the full
Board the approval of specific further increases in salaries for each
executive officer to levels at or somewhat below the mid point of the higher
range for comparable companies shown in the Johnson Report. At a special
Meeting held the same day, the full Board approved the Compensation
Committee's recommendation effective for service on and after May 1, 2000.

An organizational meeting of the Compensation Committee was held on May 19,
2000 during the organizational meeting of the Board of Directors following the
2000 Annual Meeting of Shareholders. The only action taken at this meeting,
which followed the re-election by the Board of all officers to their existing
offices, was to recommend, pending further consideration, the continuation of
the 2000 salaries at the levels approved for each officer at the May 10, 2000
Special Meeting of the Board of Directors.

The Compensation Committee met again on October 26, 2000 in conjunction with
a meeting of the full Board of Directors to consider and possibly recommend to
the full Board the adoption of the 2000 Executive Bonus Plan, which had been
under review for several months. Critical to the 2000 Executive Bonus Plan was
the inclusion in plan components of as many objective measurement criteria as
possible. Ultimately included were criteria based on the price of the
Company's Common Stock, access line and DSL line increases, expense
reductions, the installation of CLEC collocations and new access line
equivalents, the turn up of fiber optic connectivity, new NSN radio station
contracts and viable revenue production concepts for NSN. Consideration was
also given to the applicability of the Plan to future years and the process
for keeping the plan in sync with the Company's Three-Year Strategic Plan.
After considerable review and discussion, the Committee adopted a motion to
recommend that the 2000 Executive Bonus Plan be approved by the full Board.
Following the reconvening of its meeting, the full Board acted to approve the
Committee's recommendation.

Although, in some years, the Compensation Committee would meet and recommend
adjustments to executive compensation levels for consideration at the December
meeting of the Board of Directors, it was decided by the Board at its meeting
held December 7, 2000 that since executive compensation levels were reviewed
and adjusted in May, 2000, the mater of executive compensation levels would be
deferred until the May 18, 2001 Regular Meeting of the Board.

The final meeting of the Compensation Committee for consideration of matters
related to Calendar Year 2000 compensation was held in conjunction with a
meeting of the full Board on January 25, 2001 for the purpose of considering
the calculation of bonuses under the previously approved Executive Officers
Bonus Plan for 2000. The Board Meeting was recessed and the Compensation
Committee asked to consider the appropriateness of the calculation utilizing
audited financials and to make a recommendation to the Board. After review of
supporting schedules and discussion, the Committee recommended that the Board
approve the calculation and grant payment of the bonuses so calculated for
Calendar Year 2000. Following the reconvening of its meeting, the Committee
recommendation was adopted by the full Board.

Compensation Committee:

Jay L. Sedwick--Chairman
Charles E. Cole
Stephen G. Kraskin
David E. Nelsen
Charles E. Thomas, Jr.

The following Performance Graph provides an indication of cumulative total
shareholder returns over a five-year period for the Company (North Pittsburgh
Systems, Inc. (NPSI)) as compared with the National Association of Security
Dealers Automated Quotation System (NASDAQ) US Index and the Standard and
Poor's (S&P) Telephone Index. "Total shareholder returns" assumes the
reinvestment of dividends. The Graph also assumes that $100 was invested on
December 31, 1995 in NPSI, the S&P Telephone Index and the NASDAQ US Index.
For example, NPSI's base of $100 at the beginning of the period, on a total
return basis, is calculated to be approximately $51 at the end of the five-
year period.

PERFORMANCE GRAPH

[LINE GRAPH]

YEAR S&P TELEPHONE NASDAQ NPSI

1995 100.00 100.00 100.00
1996 108.24 123.04 83.37
1997 154.24 150.69 63.41
1998 261.82 212.51 49.56
1999 284.49 394.92 60.14
2000 258.03 237.62 51.15

Retirement Benefits Table. The following table illustrates estimated annual
benefits (average annual earnings multiplied by a benefit factor of 1.45%
multiplied by years of service) payable to Participants at their respective
retirement dates under the Company's Retirement Plan (Retirement Plan).

Retirement Benefits Table

Average Annual Earnings Used Years of Service
as Basis for Computing ------------------------------------------------------
Retirement Benefits 10 20 30 40
------------------- ------- ------- -------- --------

$140,000 $20,300 $40,600 $ 60,900 $ 81,200
160,000 23,200 46,400 69,600 92,800
180,000 26,100 52,200 78,300 104,400
200,000 29,000 58,000 87,000 116,000
220,000 31,900 63,800 95,700 127,600
240,000 34,800 69,600 104,400 139,200
260,000 37,700 75,400 113,100 150,800
280,000 40,600 81,200 121,800 162,400

- --------
Notes to Retirement Benefits Table:

(1) The compensation amounts paid to Messrs. Brown, Kimble, Barthlow, Macefe
and Weigand for 2000, viz. $217,667, $162,833, $159,667, $159,667 and
$145,333, respectively, as shown in the Annual Compensation Salary column
of the Executive Compensation Table, are covered under the Retirement
Plan. Messrs. Brown, Kimble, Barthlow, Macefe and Weigand as of December
31, 2000 had accumulated 40.28, 24.65, 23.44, 25.27 and 22.00 years of
credited service, respectively, under the Retirement Plan.

(2) Benefits listed in the Table are not subject to any deductions for Social
Security or other offset amounts.

(3) The Retirement Plan provides retirement benefits to all full-time
employees, age 21 and over, generally based on average basic monthly
compensation, excluding overtime earnings or other amounts earned, during
the highest sixty (60) months of employment. The amount of contribution or
accrual applicable to an individual in respect to this defined benefit
plan cannot be calculated readily. However, the aggregate cash
contribution required for the Retirement Plan year ended October 31, 2000
was equal to 3.5% of the total covered remuneration of all Participants in
the Retirement Plan.

Directors' Compensation. During 2000, Directors of the Company, excluding
those holding offices with the Company and Mr. Thomas, received $1,200 per
month as compensation for all services as a Director. Charles E. Thomas, Jr.,
received $2,400 per month through April and $3,000 per month thereafter for
his services as both a Director and Chairman of the Board. No further
compensation was paid to Directors for special or committee assignments and as
Officers-Directors, no additional compensation was paid to Messrs. Brown and
Kimble for their services as Directors.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Under the Company's Bylaws, the Board of Directors has the authority to
appoint a firm of accountants to conduct an annual examination of the
financial status, property and affairs of the Company. In accordance with such
authority, KPMG LLP, which has audited the financial statements of the Company
annually since 1952, has been appointed by the Board of Directors to provide
audit and tax services for the year ending December 31, 2001. As a
consequence, no recommendations will be made at the 2001 Annual Meeting in
respect to accountants and this matter will not be submitted for a vote at the
meeting.

A representative of KPMG LLP is expected to be present at the Annual
Meeting, will be given an opportunity to make a statement, if he/she so
desires, and will be available to respond to appropriate questions by
Shareholders.

KPMG LLP FEES FOR 2000

Audit Fees. The aggregate fees billed for professional services rendered by
KPMG LLP for the audit of the Company's annual financial statements for the
year ended December 31, 2000, and the reviews of the condensed financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, June 30 and September 30, 2000 were $80,800.

Financial Information Systems Design and Implementation Fees. No services
were performed by, or fees paid to, KPMG LLP in connection with financial
information design and implementation projects during the year ended December
31, 2000.

All Other Fees. The aggregate fees billed for all other services rendered by
KPMG LLP during the year ended December 31, 2000 were $27,225. These other
services consisted of the preparation of the Company's income tax returns and
the issuance of compliance audit reports for a subsidiary of the Company as
required by its debt covenants.

In this latter regard, the Audit Committee considered whether the providing
of non-audit services was compatible with maintaining KPMG LLP's independence
and concluded that it was.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is responsible for providing
independent, objective oversight of the Company's financial reporting process
and systems of internal controls. The Audit Committee is composed of three (3)
Directors, each of whom is independent as defined by the National Association
of Securities Dealers' listing standards. The Audit Committee operates under a
written charter approved by the Board of Directors. A copy of that charter is
attached to this Proxy Statement as Appendix A.

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

In connection with these responsibilities, the Audit Committee met with
management and the independent accountants to review and discuss the December
31, 2000 financial statements. Management represented to the Audit Committee
that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles. The Audit Committee
discussed with the independent accountants the matters required by Statement
on Auditing Standards No. 61, Communication with Audit Committees. The Audit
Committee also received written disclosures from the independent accountants
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and the Audit Committees discussed with the
independent accountants that firm's independence.

Based on the Audit Committee's discussion with management and the
independent accountants, and the Audit Committee's review of the
representations of management and the independent accountants, the Audit
Committee recommended that the Board of Directors include the audited
consolidated financial statements for filing with the Securities and Exchange
Commission in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

Audit Committee:

Charles E. Thomas, Jr., Chairman
Stephen G. Kraskin
David E. Nelsen

SHAREHOLDER PROPOSALS

Shareholder proposals intended for presentation at the 2002 Annual Meeting
must be received at the office of the Secretary, North Pittsburgh Systems,
Inc., 4008 Gibsonia Road, Gibsonia, PA 15044-9311 not later than December 21,
2001 in order to be eligible to be included in the Company's Proxy Statement
for that meeting. It is recommended that Shareholder proposals be sent to the
Company by Certified Mail, Return-Receipt Requested.

OTHER MATTERS

The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than that stated in the Notice of
Meeting. However, if any other business shall properly come before the
meeting, votes may be cast pursuant to the proxies solicited hereby in respect
to such other business in accordance with the best judgment of the person or
persons acting under the proxies.

Accompanying this Proxy solicitation material is a copy of the Company's
Annual Report for the year 2000, which includes the following audited
financial statements: Consolidated Balance Sheets as of December 31, 2000 and
1999, and for each of the years in the three-year period ended December 31,
2000, Consolidated Statements of Earnings, Consolidated Statements of
Shareholders' Equity and Comprehensive Income and Consolidated Statements of
Cash Flows. The Annual Report is submitted for the general information of the
Company's Shareholders and is not intended to induce, or for use in connection
with, any sale or purchase of securities of the Company, nor should it be
regarded as Proxy soliciting material or as a communication by means of which
any solicitation is made.

By Order of the Board of Directors
N. William Barthlow
Secretary

Dated: April 20, 2001

Appendix A

NORTH PITTSBURGH SYSTEMS, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors (the Board) to
assist the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:

. Monitor the integrity of the North Pittsburgh Systems, Inc. (the
Company) financial reporting process and systems of internal controls
regarding finance, accounting and legal compliance.

. Monitor the independence and performance of the Company's independent
auditors.

. Provide an avenue of communication among the independent auditors,
management and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Company's expense, special legal,
accounting or other consultants or experts it deems necessary in the
performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the National
Association of Security Dealers Automated Quotation (NASDAQ) Exchange. The
Audit Committee shall be comprised of three Directors as determined by the
Board, each of whom shall be independent nonexecutive Directors, free from any
relationship that would interfere with the exercise of his or her independent
judgment. All members of the Audit Committee shall have a basic understanding
of finance and accounting and be able to read and understand fundamental
financial statements, and at least one member of the Committee shall have
accounting or related financial management expertise.

Audit Committee members shall be appointed by the Board on recommendation of
the Nominating Committee. If an Audit Committee Chair is not designated or
present, the members of the Audit Committee may designate a Chair by majority
vote of the Audit Committee membership.

The Audit Committee shall meet at least four (4) times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall prepare
and/or approve an agenda in advance of each meeting. The Audit Committee shall
meet privately in executive session at least annually with management, the
independent auditors and as a committee to discuss any matters that the Audit
Committee or each of these groups believe should be discussed. In addition,
the Audit Committee, or at least its Chair, should communicate with management
and the independent auditors quarterly to review the Company's financial
statements and significant findings based upon the auditors limited review
procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually.
Submit the Charter to the Board of Directors for approval and have the
document published at least every three years in accordance with
Securities and Exchange (SEC) regulations.

2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices and judgments.

3. In consultation with the management and the independent auditors,
consider the integrity of the Company's financial reporting processes
and controls. Discuss significant financial risk exposures and the
steps management has taken to monitor, control and report such
exposures. Review significant findings prepared by the independent
auditors together with management's responses.

4. Review with financial management and the independent auditors, the
Company's quarterly financial results prior to the release of earnings
and/or the Company's quarterly financial statements prior to filing or
distribution. Discuss any significant changes to the Company's
accounting principles and any items required to be communicated by the
independent auditors in accordance with Statement of Auditing Standards
(SAS) 61 (see item 9). The Chair of the Audit Committee may represent
the entire Audit Committee for purposes of this review.

Independent Auditors

5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually recommend
to the Board, the appointment of the independent auditors or approve
any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the
independent auditors.

7. On an annual basis, the Audit Committee should review and discuss with
the independent auditors all significant relationships they have with
the Company that could impair the auditors' independence.

8. Review the independent auditors audit plan--discuss scope, staffing,
locations, reliance upon management and internal audit and general
audit approach.

9. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters required
to be communicated to audit committees in accordance with AICPA SAS 61.

10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.

Other Audit Committee Responsibilities

11. Annually prepare a report to shareholders as required by the SEC. The
report should be included in the Company's annual proxy statement.

12. Perform any other activities consistent with this Charter, the
Company's Bylaws and governing law, as the Audit Committee or the
Board deems necessary or appropriate.

13. Maintain minutes of meetings and periodically report to the Board on
significant results of the foregoing activities.

[LOGO OF NORTH PITTSBURGH SYSTEMS INC.]

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

[LOGO OF NORTH PITTSBURGH SYSTEMS INC.]
4008 Gibsonia Road, Gibsonia, PA 15044-9311 proxy
- --------------------------------------------------------------------------------

This proxy is solicited by the Board of Directors for use at the Annual Meeting
on May 18, 2001.

The shares of stock you hold in your account will be voted as you specify below.

If no choice is specified, the proxy will be voted "FOR" Item 1.

By signing the proxy, you revoke all prior proxies and appoint Harry R. Brown,
Allen P. Kimble, and Charles E. Cole, and each of them, with full power of
substitution, to vote your shares on the matters shown on the reverse side and
any other matters which may come before the Annual Meeting and all adjournments.

See reverse for voting instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to North Pittsburgh Systems, Inc., c/o Shareowner
Services/SM/, P.O. Box 64873, St. Paul, MN 55164-0873.

* Please detach here *

The Board of Directors Recommends a Vote FOR Item 1.

1. Election of directors: 01 Harry R. Brown 05 David E. Nelsen [_] Vote FOR [_] Vote WITHHELD
02 Charles E. Cole 06 Jay L. Sedwick all nominees from all nominees
03 Allen P. Kimble 07 Charles E. Thomas, Jr. (except as marked)
04 Stephen G. Kraskin

(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)

--------------------------
| |
--------------------------

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR ALL NOMINEES IN ITEM 1.
---

Address Change? Mark Box [_]
Indicate changes below: Date
----------------------

--------------------------
| |
--------------------------
Signature(s) in Box
Please sign exactly as your
name(s) appears on Proxy.
If held in joint tenancy,
all persons must sign.
Trustees, administrators,
etc., should include title
and authority. Corporations
should provide full name of
corporation and title of
authorized officer signing
the proxy.