UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

TUFCO TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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(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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(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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(4) Date Filed:

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TUFCO TECHNOLOGIES, INC.
---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 23, 2001

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

To Our Stockholders:

You are invited to attend the annual meeting of stockholders of Tufco
Technologies, Inc. to be held at the Boca Raton Resort and Club, 501 East Camino
Real, Boca Raton, Florida, 33431, on Friday, March 23, 2001, at 8:00 a.m.,
eastern standard time for the following purposes:

PROPOSAL 1. To elect six directors to serve for a one-year term and until
their successors are elected and qualified.

PROPOSAL 2. To ratify the selection of Deloitte & Touche LLP as independent
auditors for the fiscal year ending September 30, 2001.

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

The record date for the annual meeting is February 14, 2001. Only
stockholders of record at the close of business on that date are entitled to
notice of and to vote at the annual meeting.

The board of directors hopes that you will find it convenient to attend the
annual meeting in person, but whether or not you plan to attend, please
complete, sign, date and return the enclosed proxy to ensure that your shares of
common stock are represented at the annual meeting. Returning your proxy does
not deprive you of the right to attend the annual meeting and vote your shares
in person.

Gregory L. Wilemon,
Secretary

February 14, 2001
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PROXY STATEMENT

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

ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, MARCH 23, 2001

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

Tufco Technologies, Inc.
4800 Simonton Road
Dallas, Texas 75244

The Board of Directors is soliciting proxies to be used at the 2001 annual
meeting of stockholders to be held at the Boca Raton Resort and Club, 501 East
Camino Real, Boca Raton, Florida, 33431, on Friday, March 23, 2001, at 8:00
a.m., eastern standard time, local time. This proxy statement, accompanying
proxy and annual report to stockholders for the fiscal year ended September 30,
2001 are first being mailed to stockholders on or about February 14, 2001.
Although the annual report is being mailed to stockholders with this proxy
statement, it does not constitute part of this proxy statement.

WHO CAN VOTE

Only stockholders of record as of the close of business on February 14,
2001 are entitled to notice of and to vote at the annual meeting. As of February
14, 2001, we had outstanding 4,684,519 shares of common stock, the only
outstanding class of stock entitled to vote. Each stockholder of record on the
record date is entitled to one vote for each share of common stock held.

HOW YOU CAN VOTE

Shares of common stock cannot be voted at the annual meeting unless the
holder of record is present in person or by proxy. All stockholders are urged to
complete, sign, date and promptly return the proxy in the enclosed postage-paid
envelope after reviewing the information contained in this proxy statement.
Valid proxies will be voted at the annual meeting and at any postponements or
adjournments thereof as you direct in the proxy. If no direction is given and
the proxy is validly executed, the proxy will be voted FOR the election of the
nominees for the Board of Directors set forth in this proxy statement and FOR
the ratification of the selection of Deloitte & Touche LLP as independent
auditors for the fiscal year ending September 30, 2001. The persons authorized
under the proxies will vote upon such other business as may properly come before
the annual meeting in accordance with their best judgment.

REVOCATION OF PROXIES

You may revoke your proxy at any time prior to the start of the annual
meeting in three ways:

(1) by delivering a written notice of revocation to the corporate
secretary of Tufco;

(2) by submitting a duly executed proxy bearing a later date; or

(3) by attending the annual meeting and expressing the desire to vote
your shares in person.

QUORUM

A majority of the outstanding shares of common stock on February 14, 2001
(2,342,260 shares), represented in person or by proxy, shall constitute a quorum
for the transaction of business at the annual meeting. However, if a quorum is
not present, the stockholders present at the meeting have the power to adjourn
the meeting until a quorum is present. At any such adjourned meeting at which a
quorum is present or represented, any business may be transacted that might have
been transacted at the original meeting. Broker non-votes are when a nominee
holding shares of common stock for a beneficial owner has not received voting
instructions from the beneficial owner with respect to a particular matter and
such nominee does not possess or
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choose to exercise discretionary authority with respect thereto. Broker
non-votes will not be included in the determination of the number of shares
present at the annual meeting for quorum purposes.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE, DATE, SIGN
AND RETURN THE ACCOMPANYING PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING. IF YOU PLAN TO ATTEND THE ANNUAL MEETING TO VOTE IN PERSON AND YOUR
SHARES ARE REGISTERED WITH OUR TRANSFER AGENT (STOCKTRANS, INC.) IN THE NAME OF
A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER OR BANK ASSIGNING
VOTING RIGHTS TO YOU FOR YOUR SHARES.

PROPOSAL ONE -- ELECTION OF DIRECTORS

Our bylaws provide that the board of directors will consist of one to
twelve directors, as determined from time to time by resolution of the board.
The board of directors has set the number of directors at six, all of whom are
to be elected at the annual meeting. Each director will serve until the 2001
annual meeting and until his successor has been elected and qualified or until
the director's earlier death, resignation or removal. Each nominee has consented
to being named in this proxy statement and to serve if elected.

We have no reason to believe that any of the nominees will not serve if
elected, but if any of them should become unavailable to serve as a director,
and if the board of directors designates a substitute nominee, the persons named
in the accompanying proxy will vote for the substitute nominee designated by the
board of directors, unless a contrary instruction is given in the proxy.

Each stockholder is entitled to cast one vote for each share of common
stock held on February 14, 2001. The majority vote of the shares represented in
person or by proxy at the annual meeting is required to elect each director.
Votes may be cast in favor or withheld. Votes that are withheld will be excluded
entirely from the vote and will have no effect. Votes that are withheld for a
particular nominee will be excluded from the vote for that nominee only.

NOMINEES

The persons nominated to be directors are listed below. All of the nominees
listed below are currently directors and have been since 1992, except Mr.
LeCalsey, who became a director in September 1996, and Mr. Preston who became a
director in September 1999.

During fiscal year 2000, the board of directors held four meetings. No
director attended less than 75% of the meetings held by the board of directors
and the committees on which he served.

The following information as of February 14, 2001 is submitted concerning
the nominees named for election as directors:

NAME AGE POSITION WITH TUFCO
- ---- --- -------------------

Robert J. Simon........................ 42 Chairman of the Board of Directors
Samuel J. Bero......................... 65 Director
C. Hamilton Davison, Jr................ 41 Director
Louis LeCalsey, III.................... 61 Director, President and Chief Executive
Officer
William J. Malooly..................... 58 Director
Seymour S. Preston, III................ 67 Director

Robert J. Simon -- Mr. Simon has been chairman of the board of directors
since February 1992. Mr. Simon has been a Senior Managing Director of Bradford
Ventures, Ltd., a private investment firm, since 1992 and a general partner of
Bradford Associates since 1989, having started at the firm in 1984. Mr. Simon is
chairman of the board of Foilmark, Inc., a public company. Mr. Simon is either
chairman of the board or a director of Ampco Metal Inc., Parmarco Technologies,
Inc., TriMark USA, Inc., Mexican Accent, Inc., Overseas Equity Investors Ltd.,
Overseas Private Investors Ltd., and Overseas Callander Fund, Ltd. and several
other privately held companies.

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Samuel J. Bero -- Mr. Bero had been President and Chief Executive Officer
from November 1993 until he retired in July 1995, Executive Vice President since
November 1992, and our General Manager since 1974, when he co-founded Tufco
Industries, Inc., our predecessor. Mr. Bero has been a director since 1992 and
has over 33 years of experience in the converting industry.

C. Hamilton Davison, Jr. -- Mr. Davison has been a director since 1992. Mr.
Davison has been the President and a director of Paramount Cards, Inc., a
manufacturer and retailer of greeting cards, since 1988 and Chief Executive
Officer since 1995. Prior to that time, Mr. Davison was Vice President,
International and Marketing of Paramount Cards, Inc. Mr. Davison is also a
director and former President of the greeting card industry trade association.
In addition to other private companies and not-for-profit boards, he served as a
director and member of the audit committee of Valley Resources (AMEX:VR) until
2000 when the company was sold to Southern Union (NYSE:SUG). Mr. Davison
received a Bachelors Degree from Vanderbilt University and a masters degree from
the University of Texas.

Louis LeCalsey, III -- Mr. LeCalsey has been a director and our President
and Chief Executive Officer since September 1996. Previously he was President of
Tufco Industries, Inc., our predecessor, from April 1996 through September 1996
and prior to that he served as Vice President of Worldwide Logistics for Scott
Paper Company, the culmination of a 23-year career with Scott in various
leadership positions. Mr. LeCalsey serves as a director for TriMark USA, Inc.,
as well as a member of the Advisory group for Bradford Equities Fund L.P.

William J. Malooly -- Mr. Malooly has been a director since 1992. Mr.
Malooly was the Chairman and Chief Executive Officer of Bank One, Green Bay
since 1977 until he retired from Bank One in September 1999. Mr. Malooly is
currently engaged in consulting and investing.

Seymour S. Preston, III -- Mr. Preston has been a director since September
1999. Mr. Preston is the Chairman and Chief Executive Officer of AAC Engineered
Systems, Inc. a manufacturer of deburring and metal finishing equipment. From
1990 to 1993, Mr. Preston was President and Chief Executive Officer of Elf
Atochem North America, Inc., a manufacturer and marketer of plastics and
specialty chemicals. Prior to 1990, Mr. Preston was President, Chief Operating
Officer and director of Pennwalt Corporation. Mr. Preston is currently is a
director of Albemarle Corporation, Scott Specialty Gases, Inc., The Barra
Foundation, The Wistar Institute, and is the Interim President of the Academy of
Natural Sciences of Philadelphia. Mr. Preston received a BA in chemistry from
Williams College and an MBA from the Harvard Business School.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF DIRECTORS AS SET FORTH IN PROPOSAL ONE.

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COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has an Executive Committee, Compensation Committee,
and an Audit Committee but not a Nominating Committee.

EXECUTIVE COMMITTEE

Functions: Serves in the event action must be taken by the
board of directors at a time when convening a
meeting of the entire board of directors is not
feasible. May exercise all of the authority of the
board of directors in the business and affairs of
Tufco with certain exceptions.

Members: Samuel J. Bero
Robert J. Simon

Number of Meetings in 2000: One.

AUDIT COMMITTEE

Functions: Reviews proposals from our independent auditors
regarding annual audits. Recommends the engagement
or discharge of the auditors. Reviews
recommendations of the auditors concerning
accounting principles and the adequacy of internal
controls and accounting procedures and practices.
Reviews the scope of the annual audit. Approves or
disapproves each professional service or type of
service other than standard auditing services to be
provided by the auditors. Reviews and discusses the
unaudited quarterly and audited annual financial
statements with the auditors.

Members: Robert J. Simon
William J. Malooly
Seymour S. Preston III

Number of Meetings in 2000: Five

COMPENSATION COMMITTEE

Functions: Reviews annual salaries and bonuses and determines
the recipients of, and time of granting of, stock
options. Determines the exercise price of each
stock option and the number of shares to be issued
upon the exercise of each stock option.

Members: Samuel J. Bero
Robert J. Simon
C. Hamilton Davison, Jr.

Number of Meetings in 2000: One.

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DIRECTOR COMPENSATION

Our directors who are not employees receive:

- an annual fee of $7,000,

- a payment of $1,500 for each board meeting attended, and

- a payment of $1,500 for each committee meeting attended.

In addition, upon election or reelection to the board of directors at the annual
meeting, each non-employee director receives an option to acquire 3,000 shares
of common stock under Tufco's 1993 Non-Employee Director Stock Option Plan, as
amended. The options are exercisable immediately at an exercise price equal to
the fair market value of the common stock on the date of the annual meeting.

MANAGEMENT

EXECUTIVE OFFICERS

NAME AGE TITLE
- ---- --- -----

Louis LeCalsey, III....................... 61 Director, President and Chief Executive
Officer
Gregory L. Wilemon........................ 40 Chief Financial Officer, Chief Operating
Officer, Secretary and Treasurer

Louis LeCalsey, III -- Set forth under "Proposal One -- Election of
Directors."

Gregory L. Wilemon -- Mr. Wilemon has been Chief Financial Officer since
September 18, 1995 and was appointed Secretary/Treasurer by the board effective
November 12, 1995 and Chief Operating Officer in September 1996. Mr. Wilemon had
been Chief Operating Officer at Executive Roll Manufacturing from 1991 until May
of 1993. From 1993 until he rejoined the Company, Mr. Wilemon was Vice President
of Finance at Great North American Companies. Prior to his earlier tenure with
the Company, Mr. Wilemon was a Senior Business Planner with PepsiCo from 1987 to
1991.

COMPENSATION OF EXECUTIVE OFFICERS

The following table summarizes the compensation we paid for each of the
fiscal years ended September 30, 2000, 1999 and 1998 to the chief executive
officer and the other most highly compensated executive officers who received a
total annual salary and bonus in excess of $100,000 in fiscal year 2000.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
NAME AND ------------------- OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION FISCAL YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------ ----------- -------- -------- ------------ ------------ ------------

Louis LeCalsey, III......... 2000 $237,500 $ 20,781 -- 35,000 --
Director, President and 1999 225,000 184,670 -- 34,000 --
Chief Executive Officer 1998 215,000 -- -- 30,000 --
Gregory L. Wilemon.......... 2000 175,000 15,313 -- 16,000 --
Chief Financial Officer, 1999 167,500 137,476 -- 12,000 --
Chief Operating Officer, 1998 161,250 -- -- 13,500 --
Secretary and Treasurer

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EMPLOYMENT AGREEMENTS

Mr. LeCalsey entered into an employment agreement with us effective
September 19, 1996, under which he serves as the president and chief executive
officer for an initial term of three years with successive one-year renewal
terms. If we terminate his employment for cause, or as a result of his death or
disability, our obligation to compensate him immediately terminates. If he is
terminated without cause, we are obligated to compensate him for the remaining
term of the agreement or for a period of one year, whichever is greater. The
employment agreement prohibits him from competing with us while employed by us
(or while receiving severance pay from us) and for one year after termination of
his employment with us. The employment agreement provides for an initial annual
base salary of $200,000, an annual bonus and various fringe benefits. The bonus
is based upon a budget for pre-tax income determined by the board of directors.

Mr. Wilemon entered into an employment agreement with us effective October
1, 1996, under which he serves as chief financial officer, chief operating
officer, secretary and treasurer for an initial term of two years. The agreement
provides for successive one-year renewal terms. If we terminate his employment
for cause, or as a result of his death or disability, our obligation to
compensate him immediately terminates. If he is terminated without cause, we
will be obligated to compensate him for the remaining term of the agreement or
for a period of one year, whichever is greater. The employment agreement
prohibits him from competing with us while employed by us (or while receiving
severance pay from us) and for one year thereafter. The employment agreement
provides for an initial annual base salary of $150,000, an annual bonus and
various fringe benefits. The bonus is based upon a budget for pre-tax income
determined by the board of directors.

OPTION TABLES

OPTION GRANTS

The following table sets forth the stock option grants made in fiscal year
2000 to each of our executive officers described above in the "Summary
Compensation Table." The following table also sets forth the hypothetical gains
that would exist for the options at the end of their five-year terms after
vesting, assuming compound rates of stock appreciation of 5% and 10%. The actual
future value of the options will depend on the market value of our common stock.
All option exercise prices are based on market price on the grant date.

FISCAL YEAR 2000 OPTION GRANTS

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED ANNUAL
------------------------------------------------------ RATES OF STOCK PRICE
NUMBER OF APPRECIATION AT END OF
SHARES % OF TOTAL FIVE YEAR OPTION
UNDERLYING OPTIONS GRANTED EXERCISE TERM(1)
OPTIONS TO EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME GRANTED(2) FISCAL YEAR 2000 SHARE DATE 5% 10%
- ---- ---------- ---------------- --------- ---------- ---------- ----------

Louis LeCalsey III...... 35,000 $ 7.50 09/30/2004 $ 75,524 $160,259
38%
Louis LeCalsey III...... 40,000 9.625 09/30/2005 106,368 235,046

Gregory L. Wilemon...... 16,000 7.50 09/30/2004 33,154 73,261
21
Gregory L. Wilemon...... 26,000 9.625 09/30/2005 69,139 152,780

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

(1) "Potential Realizable Value" is disclosed in response to SEC rules, which
require such disclosure for illustrative purposes only, and is based on the
difference between the potential market value of shares issuable (based upon
assumed appreciation rates) upon exercise of such options and the exercise
price of such options. The values disclosed are not intended to be, and
should not be interpreted as, representations or projections of future value
of our stock or of the stock price.

(2) Stock option grants vest in equal increments on each of the first three
anniversaries of their date of grant.

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OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information concerning the value of
the unexercised options as of September 30, 2000 held by the executive officers.
In 2000, Gregory L. Wilemon exercised 8,333 options at an exercise price of
$4.80 per share and 5,405 options at an exercise price of $4.50 per share.

AGGREGATE OPTION EXERCISES IN FISCAL YEAR 2000 AND
FISCAL 2000 YEAR-END OPTION VALUES

NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL 2000 IN-THE-MONEY OPTIONS AT
YEAR-END FISCAL 2000 YEAR-END(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

Louis LeCalsey III............................ 123,903 74,666 $307,844 $116,665
Gregory L. Wilemon............................ 41,003 40,667 94,218 53,501

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

(1) The fair market value on September 30, 2000 of the common stock underlying
the options was $10.125 per share.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
the following report of the Audit Committee shall not be incorporated by
reference into any such filings and shall not otherwise be deemed filed under
such acts.

With respect to fiscal 2000, the Audit Committee has reviewed and discussed
the audited financial statements with management. The Audit Committee has
discussed with the independent auditors the matters required to be discussed by
SAS 61. The Audit Committee received the written disclosures and the letter from
the independent auditors required by Independence Standards Board Standard No.
1, and has discussed with the independent auditors the auditors' independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the financial statements be included
in the Annual Report on Form 10-K for the fiscal year ended September 30, 2000
for filing with the Securities and Exchange Commission.

During fiscal 2000, the Board of Directors adopted the written Audit
Committee Charter, as presented in Appendix A, in accordance with the Securities
and Exchange Commission Regulation 4460(d)(1).

Respectfully submitted,
Robert J. Simon
William J. Malooly
Seymour S. Preston III

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Our executive compensation is supervised by our compensation committee. The
functions of the compensation committee are to review general compensation
policies and to review recommendations made regarding the salaries of executive
officers. We seek to provide executive compensation that will support the
achievement of our financial goals while attracting and retaining talented
executives and rewarding superior performance. In performing this function, the
compensation committee reviews executive compensation surveys and other
available information and may from time to time consult with independent
compensation consultants.

In general, we compensate our executive officers through base salary, but
may also consider cash bonuses and long-term incentive compensation. In
addition, executive officers participate in benefit plans that are generally
available to our employees.

The compensation committee's compensation policies for executive officers
follow our compensation policy for all employees. This policy emphasizes the
principle that compensation should be commensurate with performance of the
individual and the company. With regard to the chief executive officer, the
compensation committee considers a broad array of factors in establishing his
base salary and bonus, including the salary and bonus payments for chief
executive officers at companies in similar businesses. For fiscal year 2000, our
chief executive officer had an employment agreement that provided for a minimum
base salary of $200,000.

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deduction that may be claimed by a public company for total compensation in
excess of $1 million paid to the chief executive officer or to any of the other
four most highly compensated officers except to the extent that any compensation
in excess of $1 million is paid pursuant to a performance-based plan. This
provision became effective January 1, 1994 with respect to us. After considering
the application of Section 162(m) to its compensation policies, the committee
has determined that the provisions of Section 162(m) would not affect the
compensation of any of the officers named above. To the extent that this might
not continue to be the case, the committee would consider any changes necessary
to conform to the provisions of Section 162(m).

The compensation committee determined the salary for our chief executive
officer for fiscal year 2000 based on the foregoing factors.

Respectfully submitted,
Samuel J. Bero
Robert J. Simon
C. Hamilton Davison, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Bero and Mr. Simon serve on our compensation committee. Mr. Bero was an
officer from November 1993 until his retirement in July 1995 and Mr. Simon
currently is a general partner of Bradford Associates.

We lease one of our facilities from a partnership in which Samuel J. Bero
is a partner. The lease has a seven-year term that expires on April 1, 2003. We
have options to renew the lease for an additional three-year term at a
negotiable rental rate. We paid total rent of $111,060 to the partnership that
is the lessor of this facility for fiscal year 2000. We believe that the terms
of this lease are at least as favorable to us as could have been obtained from
an unaffiliated party.

We have made interest-free advances to Mr. Bero and one other former
stockholder of Tufco Industries, Inc., to purchase life insurance policies on
their lives. The policies are collectively assigned to us as security for the
advances. As of September 30, 2000, the only outstanding advance in excess of
$60,000 was $81,429 to Mr. Bero.

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Upon completion of the acquisition of Executive Converting Corporation in
January 1994, we amended an agreement with Bradford Ventures, Ltd., an affiliate
of Bradford Venture Partners, L.P., one of our stockholders, and Mr. Simon,
under which Bradford Ventures provides various financial consulting services to
us for an initial term of 10 years, with successive automatic renewal terms of
one year each unless terminated by either party. Under this agreement, Bradford
Ventures has assisted us in structuring our initial public offering and the
Executive Converting Corporation acquisition and restructuring our long-term
obligations. We expect to use the services of Bradford Ventures in the future
for similar services as well as in any major transaction, such as loans,
subsequent public offerings and acquisitions. We are obligated to pay Bradford
Ventures an annual fee of $239,245 under the agreement, subject to a 5% annual
increase, plus reasonable out-of-pocket expenses. During fiscal year 2000, we
paid Bradford Ventures $262,705 in fees. We believe that the terms of the
agreement with Bradford Ventures are at least as favorable to us as could be
obtained from an unaffiliated party.

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PERFORMANCE GRAPH

SEC rules require the presentation of a line graph comparing, over a period
of five years, the cumulative total stockholder return to a performance
indicator of a broad equity market index and either a nationally recognized
industry index or a peer group index constructed by us.

The graph below compares the performance of our common stock with the
performance of the NASDAQ Market Index and the MG Paper Products Group Index
from October 1, 1995, through September 30, 2000. The comparison assumes $100
was invested on October 1, 1995, in our common stock and in each of the
aforementioned indices and assumes reinvestment of dividends.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG TUFCO TECHNOLOGIES, INC.,
NASDAQ MARKET INDEX AND MG GROUP INDEX
[PERFORMANCE GRAPH]

COMPANY STOCK INDEX INDUSTRY GROUP INDEX
------- ----------- --------------------

1995 100.00 100.00 100.00
1996 131.58 96.38 116.75
1997 218.42 110.06 158.69
1998 147.37 72.04 164.91
1999 157.89 84.75 266.79
2000 213.16 61.86 364.95

ASSUMES $100 INVESTED ON OCT. 1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 2000

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who own more than 10% of a registered class of our
equity securities, to file reports of ownership and changes in ownership of such
securities with the SEC. Officers, directors and greater than 10% beneficial
owners are required by applicable regulations to furnish us with copies of all
Section 16(a) forms they file.

Based solely upon a review of the reports furnished to us with respect to
fiscal year 2000, no person failed to disclose on a timely basis reports
required by Section 16(a).

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of January 19, 2001 by (1) each person known by
us to own beneficially more than 5% of our outstanding common stock, (2) each
current director, (3) each current named executive officer, and (4) all current
directors and current named executive officers as a group. Unless otherwise
indicated, the shares listed in the table are owned directly by the individual
or entity, or by both the individual and the individual's spouse. The

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individual or entity has sole voting and investment power as to shares shown or,
in the case of the individual, such power is shared with the individual's
spouse.

Certain of the shares listed below are deemed to be owned beneficially by
more than one stockholder under SEC rules. Accordingly, the sum of the ownership
percentages listed exceeds 100%.

AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP CLASS
-------------------- ----------

OVER 5% STOCKHOLDERS
Robert J. Simon(1)(3)(4)(5)................................. 2,639,543 53.4%
Barbara M. Henagan(1)(3).................................... 2,625,345 53.1
Bradford Venture Partners, L.P.(1)(2)....................... 1,909,870 38.6
Overseas Equity Investors Partners(3)(6).................... 709,870 14.4
OTHER DIRECTORS AND EXECUTIVE OFFICERS
Samuel J. Bero(7)(8)........................................ 206,000 4.2
Louis LeCalsey III(9)....................................... 214,000 4.3
C. Hamilton Davison, Jr.(5)................................. 18,842 *
Seymour S. Preston III(12).................................. 8,000 *
William J. Malooly(5)....................................... 18,000 *
Gregory L. Wilemon(10)...................................... 75,357 1.5
Directors and Executive Officers as a Group (8
persons)(1)(3)(11)........................................ 3,179,742 64.3%

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

* Less than one percent.

(1) The amounts shown for Mr. Simon and Ms. Henagan include the shares owned of
record by Bradford Venture Partners, as to which they may be deemed to
share beneficial ownership due to their having voting and dispositive power
over such shares. Bradford Associates, a general partnership of which such
two persons are the partners, is the sole general partner of Bradford
Venture Partners and, as such, holds a 1% interest in that partnership.

(2) The address of the stockholder is 44 Nassau Street, Princeton, New Jersey
08542.

(3) The amounts shown for Mr. Simon and Ms. Henagan includes the shares owned
of record by Overseas Equity Investors Partners as to which they may be
deemed to share beneficial ownership due to their having voting power over
such shares. Mr. Simon serves as chairman of the board of directors of the
corporation that acts as the managing partner of Overseas Equity. Bradford
Associates holds a 1% partnership interest in Overseas Equity, which may
increase upon the satisfaction of certain contingencies related to the
overall performance of Overseas Equity's investment portfolio, and also
acts as an investment advisor for Overseas Equity.

(4) The stockholder is also our director.

(5) The amount shown includes 15,000 shares that may be acquired under options
currently exercisable.

(6) The address of the stockholder is Clarendon House, Church Street, Hamilton
5-31, Bermuda.

(7) The amount shown includes 11,000 shares that may be acquired under options
currently exercisable.

(8) The address of the stockholder is 3322 New Plank Road, DePere, WI 54115.

(9) The amount shown includes 123,903 shares that may be acquired under options
currently exercisable.

(10) The amount shown includes 41,003 shares that may be acquired under options
currently exercisable.

(11) The amount shown includes an aggregate of 223,906 shares that may be
acquired under options currently exercisable.

(12) The amount shown includes 3,000 shares that may be acquired under options
currently exercisable.

11
14

PROPOSAL TWO -- RATIFICATION OF INDEPENDENT AUDITORS

The stockholders are asked to ratify the appointment by the board of
directors of Deloitte & Touche LLP as independent auditors for the fiscal year
ending September 30, 2001. The selection was based upon the recommendation of
our audit committee.

Representatives of Deloitte & Touche LLP will be available by
teleconference at the annual meeting to respond to appropriate questions from
stockholders and to make a statement if they desire.

Adoption of Proposal Two requires approval by the holders of a majority of
shares of common stock present in person or represented by proxy, and entitled
to vote at the annual meeting. Abstentions may be specified on this proposal to
ratify the selection of the independent auditors. Abstentions will be considered
present and entitled to vote at the annual meeting but will not be counted as
votes cast in the affirmative. Abstentions will have the effect of a negative
vote for this proposal to ratify the selection of the independent auditors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
FOR FISCAL 2001.

STOCKHOLDER PROPOSALS

To be included in the proxy statement, any proposals of holders of common
stock of the Company intended to be presented at the Annual Meeting of
Stockholders of the Company to be held in 2001 must be received by the Company,
addressed to the Secretary of the Company, 4800 Simonton Road, Dallas, Texas,
75244, no later than October 24, 2001, and must otherwise comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934.

Any holder of common stock of the Company desiring to bring business before
the 2001 annual meeting of stockholders in a form other than a stockholder
proposal in accordance with the preceding paragraph must give written notice
that is received by the Company, addressed to the Secretary of the Company, 4800
Simonton Road, Dallas, Texas, 75244, no later than December 28, 2001.

OTHER BUSINESS

We know of no other business that will be presented at the annual meeting.
If other matters requiring a vote of the stockholders properly comes before the
annual meeting, the persons authorized under the proxies will vote and act
according to their best judgment.

EXPENSES

The expense of preparing, printing, and mailing proxy materials to our
stockholders will be borne by us. In addition to the solicitation of proxies by
use of the mail, proxies may be solicited personally or by telephone or
facsimile by directors, officers and regularly engaged employees, none of whom
will receive additional compensation therefor. Brokerage houses, nominees and
other similar record holders will be requested to forward proxy materials to the
beneficial owners of the common stock and will be reimbursed by us upon request
for their reasonable out-of-pocket expenses.

ANNUAL REPORT

We have provided without charge a copy of our annual report to stockholders
for fiscal year 2000 to each person being solicited by this proxy statement.
UPON THE WRITTEN REQUEST BY ANY PERSON BEING SOLICITED BY THIS PROXY STATEMENT,
WE WILL PROVIDE WITHOUT CHARGE A COPY OF THE ANNUAL REPORT ON FORM 10-K AS FILED
WITH THE SEC (EXCLUDING EXHIBITS, FOR WHICH A REASONABLE CHARGE SHALL BE
IMPOSED). All such requests should be directed to: Gregory L. Wilemon,
Corporate Secretary, Tufco Technologies, Inc., 4800 Simonton Road, Dallas, Texas
75244.
12
15

APPENDIX A

TUFCO TECHNOLOGIES, INC.

AUDIT COMMITTEE CHARTER

PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including
overviewing the financial reports and other financial information provided by
the Company to any governmental or regulatory body, the public or other users
thereof, the Company's systems of internal accounting and financial controls,
the annual independent audit of the Company's financial statements and the
Company's legal compliance and ethics programs as established by Management and
the Board.

In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities, and personnel of the Company and the power to retain
outside counsel, auditors other experts for this purpose. The Board and the
Committee are in place to represent the Company's shareholders; accordingly, the
outside auditor is ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual basis.

MEMBERSHIP

The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition will meet the requirements of the Audit
Committee Policy of the NASD.

Accordingly, all of the members will be Directors:

1. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company; and

2. Who are financially literate or who become financially literate
within a reasonable period of time after appointment to the Committee. In
addition, at least one member of the Committee will have accounting or
related financial management expertise.

KEY RESPONSIBILITIES

The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditors are responsible for auditing those
financial statements. Additionally, the Committee recognizes that financial
management, including the internal audit staff, if any, as well as the outside
auditors, have more time, knowledge and more detailed information on the Company
than do Committee members; consequently, in carrying out is oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the outside auditor's work.

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

- As a whole the Committee shall review with management and the outside
auditors the audited financial statements to be included in the Company's
Annual Report of the Form 10-K (or the Annual Report to the Shareholders
if distributed prior to the filing of Form 10-K) and review and consider
with the outside auditors the matters required to be discussed by
Statement of Auditing Standards ("SAS") No. 61. The Committee shall
prepare a report summarizing its communications with the auditors for
inclusion in the Company's Annual Proxy.

A-1
16

- As a whole, or through a Committee representative, the Committee shall
review with the outside auditors the Company's interim financial results
to be included in the Company's quarterly reports to be filed with the
Securities and Exchange Commission and the matters required to be
discussed by SAS No. 61; this review will occur prior to the Company's
filing of the Form 10-Q.

- The Committee shall discuss with Management and the outside auditors at
regularly held Audit Committee meetings, or at such other time as deemed
appropriate, the quality and adequacy of the Company's internal controls.

- The Committee shall request from the outside auditors annually, a formal
written statement delineating all relationships between the auditor and
the Company consistent with Internal Standards Board Standard Number 1;
discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditor's independence; and recommend that
the Board take appropriate action to oversee the independence of the
outside auditor.

- The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select, evaluate
and, where appropriate, replace the outside auditor.

A-2
17
PROXY

TUFCO TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, MARCH 23, 2001

THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF
DIRECTORS OF TUFCO
TECHNOLOGIES, INC.

The undersigned hereby appoints ROBERT J. SIMON and GREGORY L. WILEMON, and each
of them, jointly and severally, as proxies, each with full power of
substitution, to vote all of the undersigned's shares of common stock held of
record on February 14, 2001, at the 2001 annual meeting of stockholders or at
any postponements or adjournments thereof.

This proxy, when properly executed, will be voted in accordance with the
directions made below. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
FIRST TWO PROPOSALS. THE PROXIES WILL VOTE WITH RESPECT TO THE THIRD PROPOSAL
ACCORDING TO THEIR BEST JUDGMENT.

1. Election of Directors.

FOR all nominees listed below (except as marked below to the contrary) [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]

(Samuel J. Bero, C. Hamilton Davison, Jr., Louis LeCalsey III, William J.
Malooly, Seymour S. Preston III and Robert J. Simon)

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME ABOVE.

2. Ratification of the selection of Deloitte & Touche LLP as independent
auditors for the 2001 fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

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

Please sign exactly as name appears below. When shares are held in more than one
name, all parties should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by an authorized officer. If a
partnership, please sign in partnership name by an authorized person.

Dated: , 2001
---------------------------------

----------------------------------------------
Signature

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Signature if shares held in more than one name

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.