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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

The Spectranetics Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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

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

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

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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

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(3) Filing Party:

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(4) Date Filed:

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THE SPECTRANETICS CORPORATION
96 TALAMINE COURT
COLORADO SPRINGS, CO 80907
(719) 633-8333

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

JUNE 12, 2001

The Annual Meeting of the Shareholders of THE SPECTRANETICS CORPORATION
will be held at the Sheraton Colorado Springs Hotel, 2886 South Circle Drive,
Colorado Springs, Colorado on June 12, 2001, at 9:00 a.m. (MDT) for the
following purposes:

1. To elect three members of the Board of Directors to serve
three-year terms until the 2004 Annual Meeting of Shareholders, or
until their successors are elected and have been duly qualified.

2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the current fiscal year.

Only shareholders of record as of the close of business on April 19, 2001,
the record date, will be entitled to notice of and to vote at the Annual Meeting
and any adjournments or postponements thereof.

Shareholders are requested to complete, date, sign and return the enclosed
proxy card in the accompanying postage-paid envelope we have provided as soon as
possible. Submitting your proxy with the proxy card will not affect your right
to vote in person should you decide to attend the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ PAUL C. SAMEK
Paul C. Samek
Vice President Finance, Chief
Financial Officer

Colorado Springs, Colorado
April 27, 2001

SPECTRANETICS LOGO
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THE SPECTRANETICS CORPORATION
96 TALAMINE COURT
COLORADO SPRINGS, CO 80907
(719) 633-8333

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 12, 2001

PROXY STATEMENT

SOLICITATION OF PROXIES

This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Directors of THE SPECTRANETICS
CORPORATION (the "Company" or "SPNC") for use at the Annual Meeting of
Shareholders of the Company (the "Meeting") to be held at the Sheraton Colorado
Springs Hotel, 2886 South Circle Drive, Colorado Springs, Colorado on June 12,
2001, at 9:00 a.m. (MDT) and at any adjournments or postponements thereof. This
Proxy Statement and Proxy are being mailed to shareholders on or about May 4,
2001.

The cost of soliciting Proxies is being borne by the Company. In addition
to the mailings, the Company's officers, directors and other regular employees,
without additional compensation, may solicit Proxies by telephone or by oral
communication or by other appropriate means. The Company does not currently
anticipate hiring a firm to solicit Proxies. The Company will pay all costs
related to the preparation of the Proxy Statement, including legal fees, printer
costs and mailing costs.

If the enclosed Proxy is properly executed, returned and unrevoked, the
shares represented thereby will be voted in the manner specified. If no
specification is made in a properly executed Proxy received by the Company, then
the Proxy shall be voted FOR (i) the election of the three (3) nominees to the
Board of Directors listed herein; and (ii) ratification of the appointment of
KPMG LLP as the Company's independent auditors. A Proxy may be revoked by a
shareholder at any time prior to the exercise thereof by written notice to the
Secretary of the Company, by submission of another Proxy bearing a later date,
or by attending the Meeting and voting in person.

Discretionary authority is provided in the Proxy as to matters not
specifically referred to herein. The Board of Directors is not aware of any
other matters which are likely to be brought before the Meeting. However, if any
such matters properly come before the Meeting, the Proxy holder or holders are
fully authorized to vote thereon in accordance with the Proxy holder's or
holders' judgment and discretion.

RECORD DATE AND VOTING OF SECURITIES

Only holders of record of the Company's $.001 par value common stock
("Common Stock") outstanding as of the close of business on April 19, 2001, will
be entitled to notice of and to vote on matters presented at the Meeting or any
adjournment or postponement thereof. As of April 19, 2001 there were 23,507,745
shares of Common Stock outstanding. Each share of Common Stock will be entitled
to one vote on each matter presented at the Meeting, and there is no cumulative
voting. In order to constitute a quorum for the conduct of business at the
Meeting, a majority of the outstanding shares of Common Stock entitled to vote
at the Meeting must be represented at the Meeting. Shares represented by Proxies
that reflect abstentions or "broker non-votes" (i.e., shares held by a broker or
nominee which are represented at the Meeting, but with respect to which such
broker or nominee is not empowered to vote on a particular proposal) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum.

The following table sets forth certain information as to the number of
shares of Common Stock of SPNC beneficially owned as of March 31, 2001, by (i)
all persons known by the Company to be beneficial owners of more than 5% of its
Common Stock; (ii) each of SPNC's Directors; (iii) the Named Executive Officers
(as defined on page 7 hereof); and (iv) all of the current executive officers
and Directors of SPNC as a group.

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Except as otherwise indicated, SPNC believes that the beneficial owners of the
Common Stock listed below, based solely on information furnished by such
holders, have sole voting and dispositive power with respect to such shares,
subject to community property laws, where applicable. "Beneficially Owned
Percentage" is based on shares of Common Stock outstanding on March 31, 2001.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

SHARES BENEFICIALLY OWNED
--------------------------
BENEFICIALLY
NUMBER OF OWNED
NAME AND ADDRESS SHARES PERCENTAGE
- ---------------- ---------- -------------

5% SHAREHOLDERS
Special Situations Fund III, L.P.(1)........................ 706,400 3.0%
Special Situations Private Equity Fund, L.P.(1)............. 725,500 3.1%
Special Situations Cayman Fund, L.P.(1)..................... 278,500 1.2%
As a group.................................................. 1,710,400 7.3%
DIRECTORS AND NAMED EXECUTIVE OFFICERS(2)
Joseph A. Largey(3)......................................... 835,760 3.6%
Gary R. Bang(4)............................................. 132,200 *
Cornelius C. Bond, Jr.(5)................................... 249,908 1.1%
Emile J. Geisenheimer(6).................................... 245,364 1.0%
James A. Lent(7)............................................ 145,000 *
Joseph M. Ruggio, M.D.(8)................................... 103,500 *
John G. Schulte(9).......................................... 107,812 *
Lawrence E. Martel(10)...................................... 226,940 *
Christopher Reiser, Ph.D.(11)............................... 231,747 *
Bruce E. Ross(12)........................................... 176,877 *
Paul C. Samek(13)........................................... 62,500 *
All executive officers and Directors as a group (13
persons)(14).............................................. 2,798,707 11.9%

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

* less than 1%

(1) The address of Special Situations Fund III, L.P. and Special Situations
Private Equity Fund, L.P. is 153 E. 53rd Street, New York, NY 10022. The
address of Special Situations Cayman Fund, L.P. is c/o CIBC Bank and Trust
Company (Cayman) Limited, CIBC Bank Building, P.O. Box 694, Grand Cayman,
Cayman Islands, British West Indies.

(2) The address of each of the Directors and the Named Executive Officers
listed herein is c/o The Spectranetics Corporation, 96 Talamine Court,
Colorado Springs, CO 80907.

(3) Includes options for 792,760 shares which are exercisable within 60 days of
March 31, 2001.

(4) Includes options for 100,000 shares which are exercisable within 60 days of
March 31, 2001. Mr. Bang resigned from the Board effective February 9, 2001
for personal reasons.

(5) Includes options for 132,224 shares which are exercisable within 60 days of
March 31, 2001.

(6) Includes options for 225,000 shares which are exercisable within 60 days of
March 31, 2001.

(7) Includes options for 125,000 shares which are exercisable within 60 days of
March 31, 2001.

(8) Includes options for 100,000 shares which are exercisable within 60 days of
March 31, 2001.

(9) Includes options for 107,812 shares which are exercisable within 60 days of
March 31, 2001.

(10) Includes options for 208,805 shares which are exercisable within 60 days of
March 31, 2001.

(11) Includes options for 80,118 shares which are exercisable within 60 days of
March 31, 2001.

(12) Includes options for 119,938 shares which are exercisable within 60 days of
March 31, 2001.

(13) Includes options for 47,500 shares which are exercisable within 60 days of
March 31, 2001.

(14) Includes options for 2,312,711 shares which are exercisable within 60 days
of March 31, 2001.

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BOARD OF DIRECTORS

The following table lists the members of the Board of Directors of SPNC,
their ages, their positions and offices with the Company, the year first elected
as a director, and the expiration of their current term.

DIRECTOR TERM
NAME AGE POSITIONS WITH THE COMPANY SINCE EXPIRES
- ---- --- -------------------------- -------- -------

Joseph A. Largey............ 54 President, Chief Executive Officer and 1997 2003
Director
Cornelius C. Bond, Jr.(1)... 66 Director 1994 2001
Emile J. Geisenheimer....... 53 Chairman of the Board of Directors 1990 2002
James A. Lent............... 58 Director 1995 2003
Joseph M. Ruggio, M.D.(1)... 46 Director 1997 2001
John G. Schulte............. 52 Director 1996 2002
Marvin L. Woodall(2)........ 63 N/A -- --

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

(1) Recommended for re-election to the Board for a three-year term.

(2) Mr. Woodall is recommended for initial election to the Board. He replaces
Gary R. Bang, who resigned in February 2001 for personal reasons.

The Board of Directors is divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors constituting the entire Board of
Directors. At each annual meeting only directors of the class whose term is
expiring will be voted upon, and upon election each such director will serve a
three-year term. The Board of Directors may determine from time to time the size
of the Board of Directors, but in no event can it determine to have a Board
consisting of less than four or more than eight directors. The size of the Board
is currently set at seven. If the number of directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain the number
of directors in each class as nearly equal as possible, and any additional
directors of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the number of directors
shorten the term of any incumbent director. A director will hold office until
the annual meeting for the year in which his term expires and until his
successor shall be elected and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.

The Company is not aware of any family relationships among any of the
directors and executive officers of the Company.

DIRECTOR COMPENSATION

Currently, non-employee Directors are eligible to participate in the
Company's 1997 Equity Participation Plan (the "Plan"), which was approved by
shareholders on June 9, 1997. The Plan provides that any newly elected
non-employee Director will be granted a non-qualified stock option to purchase
75,000 shares of Common Stock at the then fair market value, which vests equally
over a three-year period. On every third anniversary of each grant, for so long
as each non-employee Director remains on the Board, he or she will receive an
option to purchase 75,000 shares of Common Stock at the then fair market value,
which vests equally over three years. The exercise price is equal to the closing
price of the stock as traded on the Nasdaq National Market on the date of grant.

Non-employee Directors receive $2,500 for each Board meeting attended in
person and $1,000 for meetings attended by telephone. Board members are
reimbursed for expenses associated with their attendance at Board meetings and
committee meetings. Board members also receive $2,500 per day when serving as a
consultant to the Company. The Chairman of the Board receives a monthly retainer
for consulting services rendered to the Company, which totalled $128,333 during
the year ended December 31, 2000. For calendar year 2001, the retainer has been
reduced to $6,250 per month, or $75,000 per year. In June 2000, the Chairman
received a non-qualified stock option to purchase 100,000 shares of Common Stock
at the then fair market value as consideration for his services as a consultant
to the Company. The option vests on the earlier
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of (i) the successful conclusion of certain company projects or (ii) the
completion of eight years of continuous service as a director. In April 2001,
the stock option and related stock option agreement were canceled and
terminated, for no value, by agreement between the Company and Mr. Geisenheimer.

BOARD COMMITTEES AND MEETINGS

In 2000, the Board of Directors met seven times. No Director attended fewer
than 75% of the Board meetings. The Company has an Audit Committee comprised of
Messrs. Bond, Lent and Schulte to, among other things, periodically review the
services rendered by independent auditors and to analyze accounting procedures
of the Company. Four meetings of the Audit Committee were held in 2000. The
Board has a Compensation Committee, which, in 2000, consisted of Messrs. Lent,
Bond and Bang. The Compensation Committee met four times in 2000 to review and
approve the Company's compensation and benefit plans, among other things. The
Compensation Committee also approves stock option grants to executive officers
of the Company.

BUSINESS EXPERIENCE OF DIRECTORS

Joseph A. Largey joined SPNC in March 1997 as President, Chief Executive
Officer and a Director. Prior to joining SPNC, he served as Executive Vice
President for the International Division of Picker International, Inc., a
subsidiary of G.E.C. plc, since 1995. From November 1985 to 1995, Mr. Largey was
Vice President and General Manager of Picker's Healthcare Products Distribution
division. Prior to November 1985, Mr. Largey was employed for 16 years by
Johnson & Johnson in various sales and marketing positions, the most recent of
which was Vice President of Sales and Marketing at Johnson & Johnson
Cardiovascular.

Cornelius C. Bond, Jr. has served as a Director of SPNC since June 1994. He
served as a member of the Board of Directors for Advanced Interventional
Systems, Inc. ("LAIS") from 1986 until June 1994 when LAIS merged into SPNC. Mr.
Bond has been a general partner of NEA Partners III, Limited Partnership, a
venture capital firm, since 1981, and is a director of several privately held
companies.

Emile J. Geisenheimer has served as a Director of SPNC since April 1990 and
was appointed Chairman of the Board in June 1996. He has served as President of
Madison Investment Partners, Inc., a private equity investment firm, since
January 1995. Prior to forming Madison Investment Partners, he was general
partner of Nazem and Company, a venture capital management firm, from November
1989 to January 1995.

James A. Lent has served as a Director of SPNC since November 1995. Mr.
Lent currently serves as a director for several privately held companies. From
November 1998 to September 1999, he served as Company Group Chairman of Johnson
& Johnson (DePuy Franchise). Previously, Mr. Lent served as Chairman, Chief
Executive Officer, and Director of DePuy, Inc., an orthopedic supply company,
from May 1995 until November 1998. He served as President and Chief Executive
Officer of DePuy, Inc. from January 1985 to May 1995.

Joseph M. Ruggio, M.D. has served as a Director of SPNC since February
1997. First and foremost, Dr. Ruggio is a practicing interventional
cardiologist. Since June 1994, Dr. Ruggio has served as President and Chief
Executive Officer of Pacific Cardiovascular Associates Medical Group, Inc., a
large cardiovascular professional corporation. He also serves as Chairman and
President of Via Vitae, a cardiovascular disease management company, which was
founded in February 1996. Dr. Ruggio served as founder and Chairman of UltiMed,
Inc., a cardiovascular medical services organization, which was founded in July
1995. From August 1985 to December 1995, Dr. Ruggio served as Chairman of the
Department of Cardiology and Director of Invasive Interventional Cardiology for
FHP, Inc.

John G. Schulte has served as a Director of SPNC since August 1996. Since
November 1998, Mr. Schulte has served as President and Chief Executive Officer
of Somnus Medical Technologies, Inc., a medical device company specializing in
the design, development, manufacturing and marketing of minimally

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invasive medical devices for the treatment of upper airway disorders.
Previously, Mr. Schulte was President of the Surgical Products Division of
Genzyme Corporation, a medical device company specializing in anti-adhesion
products for general surgery and cardiovascular medical devices and instruments.
From November 1996 to June 1997, he served as Senior Vice President and General
Manager of the International and Peripheral Division of Target Therapeutics,
Inc., a medical device company specializing in the treatment of vascular
diseases of the brain.

Marvin L. Woodall is recommended for initial election to the Board of
Directors and, if elected, will fill the vacancy created by the resignation of
Gary R. Bang. Mr. Woodall is now retired from his most recent position as a Vice
President, Johnson & Johnson International, responsible for Health Economics
Worldwide, for the Cordis circulatory disease business franchise from 1997 to
2000. From 1989 to 1996, Mr. Woodall served as President of Johnson & Johnson
Interventional Systems Co. (JJIS). Under his leadership, JJIS developed and
marketed, worldwide, the Palmaz-Schatz(TM) coronary stent, which substantially
changed the treatment for atherosclerotic coronary heart disease.

EXECUTIVE OFFICERS

The current executive officers of the Company are as follows:

NAME AGE OFFICE
- ---- --- ------

Joseph A. Largey.................... 54 President and Chief Executive Officer
Adrian E. Elfe...................... 56 Vice President, Quality Assurance and Regulatory Affairs
Lawrence E. Martel, Jr. ............ 50 Vice President, Operations
Dale T. Muth........................ 47 Vice President, Human Resources
Christopher Reiser, Ph.D............ 46 Vice President, Technology and Clinical Research
Bruce E. Ross....................... 52 Vice President, Sales and Service
Paul C. Samek....................... 48 Vice President, Finance and Chief Financial Officer

Each executive officer of the Company serves at the discretion of the Board
of Directors. The Company is not aware of any family relationships among any of
the directors and executive officers of the Company. Biographical information
regarding Mr. Largey is set forth under the heading "BUSINESS EXPERIENCE OF
DIRECTORS."

Adrian E. Elfe was appointed Vice President, Quality Assurance and
Regulatory Affairs, in November 1996. He served as Director of Quality Assurance
and Regulatory Compliance since first employed by SPNC in April 1990. Prior to
joining SPNC, Mr. Elfe directed quality system planning and implementation for
nine different companies.

Lawrence E. Martel, Jr., was appointed Vice President, Operations, of SPNC
in August 1994 and served as Director of Operations since first employed by SPNC
in January 1993. Prior to that time, he served nine years as Vice President of
Operations with Mountain Medical Equipment, Inc., a manufacturer of respiratory
medical devices for use in the home health care and institutional health
markets.

Dale T. Muth was appointed as Vice President, Human Resources, in May 1998.
Prior to joining Spectranetics in September 1997 as Director of Human Resources,
he served as the principal partner of a human resources consulting firm since
1993. Prior to that time, Mr. Muth served as Director of Human Resources at
Mountain Medical Equipment, Inc., for eight years.

Christopher Reiser, Ph.D., was appointed as Vice President, Technology and
Clinical Research in June 1998. In November 1997, Mr. Reiser was appointed Vice
President, Engineering. Prior to that time, he served as the Company's Director
of Engineering since December 1993. Dr. Reiser joined SPNC in December 1992 as
Manager of Laser Product Development. From January 1989 to October 1992, he
served as Director of Technology at Cymer Laser Technologies, a manufacturer of
excimer laser systems for the semiconductor industry.

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Bruce E. Ross joined Spectranetics in July 1998 as Vice President, Sales
and Service, of the Americas. Mr. Ross came to Spectranetics from Picker
International, a subsidiary of G.E.C. plc, where he was serving as Vice
President and General Manager of Picker International (Europe). Prior to that
position, Mr. Ross served as President of Picker International Canada, Inc. He
spent a total of 10 years with Picker developing successful sales strategies
that increased business unit revenues and profitability. Previous to his
experience at Picker, Mr. Ross served as Vice President of Sales and Marketing
at Nicolet Biomedical, Inc.

Paul C. Samek joined SPNC in December 1999 as Vice President, Finance, and
Chief Financial Officer. Mr. Samek previously held the position of Vice
President, Finance, and Chief Financial Officer for Nash Engineering from April
1998 to May 1999, and served as Vice President of Finance and Administration and
Chief Financial Officer for Allsteel Inc. from March 1994 to July 1997. Prior to
that, Mr. Samek held several senior management positions with Deloitte and
Touche, LLP, Concurrent Computer Corporation, Telesciences Transmission Systems,
Inc., and Motorola, Inc.

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EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation awards
paid by SPNC for the fiscal years ended December 31, 2000, 1999 and 1998 to
those persons who were either (i) the Chief Executive Officer of the Company
during the last completed fiscal year or (ii) one of the other four most highly
compensated executive officers who were serving as executive officers on
December 31, 2000, whose total annual salary and bonus exceeded $100,000 (the
"Named Executive Officers"):

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ AWARDS
OTHER ------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION OPTIONS(#)
- --------------------------- ---- --------- -------- ------------ ------------

Joseph A. Largey..................... 2000 $279,274 -- 3,515(1) 150,000
President and Chief Executive 1999 260,665 124,020(2) 3,515(1) --
Officer 1998 258,936 110,552(3) 41,654(4) 194,324(5)
Bruce E. Ross(6)..................... 2000 $182,115 110,626(7) -- 70,000
Vice President, Sales and Service 1999 164,327 68,432(8) 26,616(9) 60,000
1998 65,577 19,248(10) 14,328(11) 110,563(12)
Paul C. Samek(13).................... 2000 $170,000 -- 112,612(14) 100,000
Vice President, Finance and 1999 6,538 -- -- 120,000
Chief Financial Officer 1998 -- -- -- --
Lawrence E. Martel................... 2000 $124,231 -- -- 70,000
Vice President, Operations 1999 102,885 39,490(2) -- 30,000
1998 95,192 -- -- 92,013(15)
Christopher Reiser, Ph.D............. 2000 $120,673 -- -- 60,000
Vice President, Technology 1999 110,327 39,490(2) -- 30,000
and Clinical Research 1998 98,001 36,015(16) -- 30,000

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

(1) Life insurance premiums paid by the Company.

(2) Incentive compensation bonus paid during 2000 for services rendered in
1999.

(3) Incentive compensation bonus of $100,000 paid during 1999 for services
rendered in 1998; incentive compensation bonus of $10,552 paid in 1998.

(4) Relocation costs of $38,139; life insurance premiums paid by the Company of
$3,515.

(5) Incentive stock options of 150,000 shares granted in 1998 vesting over a
three-year period; incentive stock options of 15,846 shares granted in 1998
in lieu of a $7,500 salary reduction over a six-month period, vesting over
a six-month period; incentive stock options of 28,478 shares granted in
1999 in lieu of $18,985 bonus for services rendered in 1998, vesting over a
six-month period.

(6) Mr. Ross joined the Company in July 1998.

(7) Incentive compensation in the form of sales commissions paid in 2000.

(8) Incentive compensation in the form of commissions paid in 1999.

(9) Relocation costs of $20,016; auto allowance of $6,600.

(10) Incentive compensation in the form of sales commissions paid in 1998.

(11) Relocation costs of $11,578; auto allowance of $2,750.

(12) Incentive stock options of 100,000 shares granted in 1998 vesting over a
four-year period; incentive stock options of 10,563 shares granted in 1998
in lieu of a $5,000 salary reduction over a six-month period, vesting over
a six-month period.

(13) Mr. Samek joined the Company in December 1999.

(14) Represents relocation costs.

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(15) Incentive stock options of 51,450 granted in 1999 for services rendered in
1998 in lieu of a bonus of $34,300, vesting over a six-month period;
incentive stock options of 30,000 shares granted in 1998 vesting over a
four-year period; incentive stock options of 10,563 shares granted in 1998
in lieu of a $5,000 salary reduction over a six-month period, vesting over
a six-month period.

(16) Incentive compensation bonus paid during 1999 for services rendered in
1998.

GRANTS OF STOCK OPTIONS

The following table sets forth certain information with respect to
individual grants of stock options to the Named Executive Officers during the
year ended December 31, 2000.

OPTIONS GRANTED IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
- ---------------------------------------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS EXERCISE APPRECIATION FOR
GRANTED TO OR BASE OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ---- ---------- ------------ -------- ---------- --------- ---------

Joseph A. Largey............... 75,000(2) 6.51% $6.375 2/18/10 300,690 762,008
75,000(3) 6.51% $1.563 10/30/10 73,722 186,826
Bruce E. Ross.................. 40,000(2) 3.47% $6.375 2/18/10 160,368 406,404
30,000(3) 2.60% $1.563 10/30/10 29,489 74,731
Paul C. Samek.................. 40,000(2) 3.47% $6.375 2/18/10 160,368 406,404
60,000(3) 5.21% $1.563 10/30/10 58,977 149,461
Lawrence Martel, Jr. .......... 40,000(2) 3.47% $6.375 2/18/10 160,368 406,404
30,000(3) 2.60% $1.563 10/30/10 29,489 74,731
Christopher Reiser, Ph.D. ..... 40,000(2) 3.47% $6.375 2/18/10 160,368 406,404
20,000(3) 1.73% $1.563 10/30/10 19,660 49,820

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

(1) Gains are reported net of the option exercise price, but before taxes
associated with exercise. These amounts represent certain assumed rates of
appreciation only. Amounts represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. The assumed 5% and 10% rates of stock price appreciation are provided
in accordance with the rules of the Securities and Exchange Commission and
do not represent the Company's estimate or projection of the future Common
Stock price. Actual gains, if any, on option exercises are dependent upon
the future financial performance of the Company, overall market conditions
and the option holders' continued employment through the vesting period.
This table does not take into account any appreciation in the price of the
Common Stock from the date of grant to the date of this Proxy Statement
other than the columns reflecting assumed rates of appreciation of 5% and
10%.

(2) Options vest 25% as of February 18, 2001, and 6.25% on the third day of each
calendar quarter thereafter until February 18, 2004.

(3) Options vest 50% as of October 30, 2001, and 12.5% on the third day of each
calendar quarter thereafter until October 31, 2002.

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STOCK OPTION EXERCISES AND FISCAL YEAR-END STOCK OPTION VALUE

Set forth in the table below is information concerning the value of stock
options held on December 31, 2000, by the Named Executive Officers.

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

NUMBER OF VALUE OF UNEXERCISED,
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE HELD AT FISCAL YEAR END(#) FISCAL YEAR END($)
ON EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- -------------- ----------- --------------

Joseph A. Largey......... -- -- 734,950 184,374 -- --
Bruce E. Ross............ -- -- 85,563 155,000 -- --
Paul C. Samek............ -- -- 30,000 190,000 -- --
Christopher Reiser,
Ph.D................... -- -- 63,875 88,125 -- --
Lawrence Martel, Jr. .... -- -- 188,805 98,125 $26,893 --

AUDIT COMMITTEE REPORT(1)

The Audit Committee of the Company's Board of Directors is comprised of
independent directors as required by the listing standards of the Nasdaq
National Market. The Audit Committee operates pursuant to a written charter
adopted by the Board of Directors, a copy of which is attached to this Proxy
Statement as Appendix A.

The role of the Audit Committee is to oversee the Company's financial
reporting process on behalf of the Board of Directors. Management of the Company
has the primary responsibility for the Company's financial statements as well as
the Company's financial reporting process, principles and internal controls. The
independent auditors are responsible for performing an audit of the Company's
financial statements and expressing an opinion as to the conformity of such
financial statements with generally accepted accounting principles.

In this context, the Audit Committee has reviewed and discussed the audited
financial statements of the Company as of and for the year ended December 31,
2000, with management and the independent auditors. The Audit Committee has
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees), as
currently in effect. In addition, the Audit Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), as currently in effect, and it has discussed with the auditors
their independence from the Company.

The members of the Audit Committee are not engaged in the accounting or
auditing profession and, consequently, are not experts in matters involving
auditing or accounting. In the performance of their oversight function, the
members of the Audit Committee necessarily relied upon the information,
opinions, reports and statements presented to them by management of the Company
and by the independent auditors. As a result, the Audit Committee's oversight
and the review and discussions referred to above do not assure that management
has maintained adequate financial reporting processes, principles and internal
controls, that the Company's financial statements are accurate, that the audit
of such financial statements has been conducted in accordance with generally
accepted auditing standards or that the Company's auditors meet the applicable
standards for auditor independence.

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

(1) The material in this report is not "soliciting material," is not deemed
"filed" under the Securities Act of 1933 or the Securities Exchange Act of
1934 and is not to be incorporated by reference to any filing of the
Company, whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
9
12

Based on the reports and discussions described above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000, for filing with the Securities and Exchange Commission.

Submitted on April 16, 2001 by the members of the Audit Committee of the
Company's Board of Directors.

John G. Schulte, Chair
Cornelius C. Bond, Jr.
James A. Lent

FEES BILLED FOR SERVICES RENDERED BY PRINCIPAL ACCOUNTANT(1)

The fees paid to KPMG LLP, the Company's independent auditor, during the
2000 fiscal year are as follows:

FEES PAID
---------

Audit Fees(2)............................................... $ 60,500
Financial Information Systems Design and Implementation
Fees...................................................... $ --
All Other Fees(3)........................................... $107,440

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

(1) The Audit Committee has determined that the non-audit services provided by
KPMG LLP are compatible with maintaining the auditor's independence.

(2) Includes the aggregate fees billed for professional services rendered by
KPMG LLP for the audit of the Company's annual financial statements for the
2000 fiscal year and the reviews of the financial statements related to the
Company's Quarterly Reports on Form 10-Q for the 2000 fiscal year.

(3) Consists primarily of fees associated with the preparation of the Company's
tax return and other tax-related activities.

COMPENSATION COMMITTEE REPORT(1)

Decisions with regard to the compensation of SPNC's executive officers,
including the Named Executive Officers, are generally made by a three-member
Compensation Committee of the Board. Each member of the Committee is a
non-employee Director. Decisions about awards under certain of SPNC's
stock-based compensation plans are made by the Committee and reported to the
Board. All other decisions by the Committee relating to compensation of SPNC's
executive officers are reviewed by the Board. Generally, the Committee meets in
February following the end of a particular fiscal year to consider bonus
compensation and to consider prospective salary adjustments. In addition, the
Committee meets on an as-needed basis throughout the year.

EXECUTIVE OFFICER COMPENSATION POLICIES

The Committee's executive compensation policies are designed to provide
competitive levels of compensation that integrate pay with SPNC's performance,
recognize individual initiative and achievements, and

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

assist SPNC in attracting and retaining qualified executives. The Committee
relies in large part on independent compensation studies for the determination
of competitive compensation.

In order to implement these objectives, SPNC has developed a
straightforward compensation approach. In general, SPNC compensates its
executive officers through a combination of base salary, annual incentive
compensation in the form of cash bonuses, and long-term incentive compensation
in the form of stock options. In addition, executive officers participate in
benefit plans, including medical, dental, stock purchase and 401(k), that are
available generally to SPNC's employees.

BASE SALARY

Base salary levels for SPNC's executive officers are set generally at or
slightly below the market level in relation to the salary levels of executive
officers in other companies within the medical device industry or other
companies of comparable size, taking into consideration the position's
complexity, responsibility and need for special expertise. In reviewing salaries
in individual cases the Compensation Committee also takes into account
individual experience and performance. In establishing the salary levels against
the range of comparable companies, the Compensation Committee considers salaries
and bonuses in determining the competitiveness of the total compensation
package.

ANNUAL INCENTIVE COMPENSATION

The Compensation Committee reviews and approves all bonus payments made to
SPNC's executive officers. Payment of bonuses is determined by both corporate
and individual performance criteria. In 2000 the bonus targets for executive
officers were based on meeting performance objectives for revenue, gross margin,
net income and cash flow. No bonuses based on the attainment of these
performance objectives were awarded to any executive officer for the year ended
December 31, 2000.

LONG-TERM INCENTIVE COMPENSATION

SPNC provides long-term incentive compensation through its stock option
plan. The number of shares covered by any grant is generally determined by the
position, the executive officer's salary at the time of grant, amounts granted
in previous years, and the then current stock price. In special cases, however,
grants may be made to reflect increased responsibilities or reward extraordinary
performance.

COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER

The Board established Mr. Largey's compensation package based upon the
general factors discussed above and upon an evaluation of compensation paid to
chief executive officers of comparable public companies and other companies in
SPNC's industry. Mr. Largey's compensation package includes base salary, an
annual bonus incentive program, an initial stock option grant plus additional
grants subject to approval by the Compensation Committee.

Effective February 2000, Mr. Largey's annual base salary was adjusted to
$290,000. Mr. Largey is eligible for bonus compensation up to 65% of his base
salary based on the attainment of performance targets for revenue, gross margin,
net income, and cash flow. Mr. Largey did not receive a bonus for 2000. In the
event Mr. Largey is terminated by the Company without cause, he will be provided
12 months' severance compensation.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS

For a discussion of Mr. Largey's severance agreement, see "Compensation
Committee Report -- Compensation Paid to the Chief Executive Officer."

In the event Mr. Samek is terminated by the Company without cause, he will
be provided 12 months' severance compensation and a pro-rated bonus.

11
14

CERTAIN TAX CONSIDERATIONS

During 1995 the Internal Revenue Code of 1986 (the "Code") was amended to
include a provision that denies a deduction to any publicly held corporation for
compensation paid to any "covered employee" (defined as the Chief Executive
Officer and the corporation's other four most highly compensated officers as of
the end of a taxable year) to the extent that the compensation exceeds $1
million in any taxable year of the corporation beginning after 1993.
Compensation payable pursuant to written binding agreements entered into before
February 18, 1993, and compensation that constitutes "performance-based
compensation" is excludable in applying the $1 million limit. It is SPNC's
policy to qualify compensation paid to its top executives in a manner consistent
with SPNC's compensation policies, for deductibility under this law in order to
maximize SPNC's income tax deductions.

Cornelius C. Bond, Jr.
James A. Lent

STOCK PRICE PERFORMANCE GRAPH

The Stock Price Performance Graph set forth below compares the cumulative
total shareholder return on SPNC Common Stock for the period from December 31,
1995, to December 31, 2000, with the cumulative total return on the NASDAQ
Composite Index, and a sub-index of the NASDAQ Composite Index entitled "NASDAQ
Medical Devices, Instruments and Supplies, Manufacturers and Distributors
Stocks" (NASDAQ Medical) (assuming the investment of $100 in SPNC Common Stock,
the NASDAQ Composite Index and the NASDAQ Medical on December 31, 1995, and
reinvestment of all dividends).

(Performance Graph)

- --------------------------------------------------------------------------------------------------
12/31/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000
- --------------------------------------------------------------------------------------------------

SPNC 100.00 163.41 121.95 109.80 151.22 51.22
NASDAQ Medical 100.00 93.67 106.88 119.19 144.35 149.79
NASDAQ Composite 100.00 123.04 150.69 212.51 394.94 237.68

12
15

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2000, Messrs. Bond, Lent and Bang were members of the Compensation
Committee. No executive officer of the Company served in 2000 as a member of the
Board of Directors or Compensation Committee of any entity which has one or more
executive officers who served in 2000 on the Board or as a member of the
Company's Compensation Committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Based solely on its review of copies of such forms received by it with
respect to fiscal 2000, or written representations from certain reporting
persons, the Company believes that all of its directors and executive officers
and persons who own more than 10% of the Common Stock have complied with the
reporting requirements of Section 16(a), except that a Form 5 relating to a
stock option grant to Mr. Geisenheimer during 2000 was filed late.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The current number of members of the Board of Directors is seven (7). The
terms of Cornelius C. Bond, Jr. and Joseph M. Ruggio, M.D., expire at this
meeting. In February 2001, the Company accepted the resignation of Gary R. Bang
and is recommending that Marvin L. Woodall be elected to fill the resulting
vacant seat on the Board of Directors. The Board of Directors recommends that
Cornelius C. Bond, Jr., and Joseph M. Ruggio, M.D., be re-elected for a
three-year term to expire at the Company's Annual Meeting in 2004 and that
Marvin L. Woodall be elected for a three-year term to expire at the Company's
Annual Meeting in 2004.

The nominees have expressed their willingness to serve, but if because of
circumstances not contemplated the nominees are not available for election, the
Proxy holders named in the enclosed Proxy form intend to vote for such other
person or persons as the Board of Directors may nominate. Information with
respect to each nominee is set forth in the section entitled "BUSINESS
EXPERIENCE OF DIRECTORS."

VOTE AND RECOMMENDATION

Directors will be elected by a favorable vote of a plurality of the shares
of Common Stock present and entitled to vote, in person or by proxy, at the
Meeting. Abstentions as to the election of directors will not affect the
election of the candidates receiving the plurality of votes. Unless instructed
to the contrary, the shares represented by the proxies will be voted FOR the
election of the two nominees named above as directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE THREE PERSONS NOMINATED AS DIRECTORS.

13
16

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)

Action is to be taken by the shareholders at the Meeting with respect to
the ratification of the selection by the Company's Board of Directors, upon
recommendation of the Audit Committee, of KPMG LLP to be the independent
auditors of the Company for the fiscal year ended December 31, 2001. KPMG LLP
has served as the Company's independent auditors since January 1985. KPMG LLP
does not have, and has not had at any time, any connection with the Company in
the capacity of promoter, underwriter, voting trustee, director, officer or
employee. Neither the Company, nor any officer, director, or associate of the
Company, has any interest in KPMG LLP. The ratification of the independent
auditors for the Company for the current year will require the affirmative vote
of the holders of a majority of the shares of Common Stock represented and
voting in person or by Proxy at the Meeting.

A representative of KPMG LLP will be present at the Meeting and will have
the opportunity to make a statement if he so desires and will be available to
respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF SUCH
APPOINTMENT.

OTHER MATTERS

The Board of Directors knows of no other matters, other than the matters
set forth in this Proxy Statement, to be considered at the Meeting. If, however,
any other matters properly come before the Meeting or any adjournment or
adjournments thereof, the persons named in the accompanying Proxy will vote such
Proxy in accordance with their best judgment on any such matter. The persons
named in the accompanying Proxy will also, if in their judgment it is deemed to
be advisable, vote to adjourn the Meeting from time to time.

DATE OF RECEIPT OF SHAREHOLDER PROPOSALS

Shareholder proposals for inclusion in the Proxy Statement for the 2002
Annual Meeting of Shareholders must be received at the principal executive
offices of the Company on or before December 15, 2001.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ PAUL C. SAMEK
------------------------------------
Paul C. Samek
Vice President Finance, Chief
Financial Officer

Dated April 27, 2001

PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE
UNITED STATES. A PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED, AS IT WILL
SAVE THE EXPENSE OF A FURTHER MAILING.

14
17

APPENDIX "A"

THE SPECTRANETICS CORPORATION
AUDIT COMMITTEE CHARTER

I. ROLE OF THE COMMITTEE

The Committee's role is to act on behalf of the Board of Directors and
oversee all material aspects of the Company's financial reporting, control, and
audit functions, other than those that are specifically the responsibilities of
another standing committee of the Board. The Committee's role includes
particular focus on the qualitative aspects of financial reporting to
shareholders, Company processes for the management of business and financial
risk and the Company's processes for compliance with significant applicable
accounting, audit, independence and regulatory requirements.

The Committee's role includes coordination with other Board committees,
management, external auditors, counsel and other committee advisors.

II. COMMITTEE MEMBERSHIP

The Committee shall consist of three (3) independent Board members.
Independent members are members who are not officers or employees of the Company
and who have no relationship which, in the opinion of the Company's Board of
Directors, would interfere with the exercise of independent judgement in
carrying out the responsibilities of the director. All Committee members shall
be financially literate, possessing:

1. general knowledge of the primary industries in which the Company
operates;

2. the ability to read and understand fundamental financial
statements, and;

3. the ability to understand key business and financial controls and
processes.

The Committee may as it deems appropriate retain its own counsel and other
advisors, subject to the approval of such retention by the Board of Directors.

At least one member of the Committee shall have accounting or related
financial management expertise, including knowledge of regulatory requirements
and should have past employment experience in finance or accounting or other
comparable experience or background. Committee appointments shall be approved
annually by the full Board of Directors. The Committee Chair shall be selected
by the Board of Directors.

III. COMMITTEE OPERATING PRINCIPLES

The Committee shall fulfill its responsibilities within the context of the
following overriding principles:

1. Communications. The Chair and the other members of the Committee
shall, to the extent the Committee determines appropriate, have contact
throughout the year with senior management, other committee chairs,
external auditors and other key Committee advisors to strengthen the
Committee's knowledge of relevant current and prospective business issues.

2. Committee Education/Orientation. The Committee, with management,
shall develop and participate in a process for review of important
financial and operating topics that represent potential significant risk to
the Company. Individual Committee members shall be encouraged to
participate in relevant and appropriate self-study education to assure
understanding of the business and environment in which the Company
operates.

3. Meeting Agenda. Committee meeting agendas shall be the
responsibility of the Committee Chair, with input from Committee members.
The Chair may ask for management, key Committee advisors and others to
participate in this process.

A-1
18

4. Committee Expectations and Information Needs. The Committee shall
communicate Committee expectations and the nature, timing and extent of
Committee information needs to management and external parties, including
external auditors. Written materials, including performance indicators and
measures related to key business and financial risks, shall be delivered by
management, auditors and others in advance of meeting dates.

5. External Resources. The Committee is authorized to access internal
and external resources, as the Committee requires, to carry out the
Committee's responsibilities, subject to the approval of the Board of
Directors.

6. Committee Meeting Attendees. The Committee shall be authorized to
have members of management, counsel and external auditors participate in
Committee meetings, to carry out the Committee responsibilities.
Periodically, and at least annually, the Committee shall meet in private
session with only the Committee members and in executive session separately
with external auditors. Either external auditors or counsel may, at any
time, request a meeting with the Committee or Committee Chair with or
without management attendance.

7. Reporting to the Board of Directors. The Committee, through the
Committee Chair, shall report periodically, as deemed necessary, but at
least semi-annually, to the full Board of Directors. In addition,
summarized minutes from Committee meetings, separately identifying
monitoring activities from approvals, shall be available to each Board
member prior to the next following Board of Directors meeting.

8. Committee Self Assessment. The Committee shall review, discuss and
assess the Committee's own performance as well as the Committee's role and
responsibilities, and may seek input from senior management, the full Board
of Directors and others on these issues. Any changes in the Committee's
role and/or responsibilities shall be recommended by the Committee to the
full Board of Directors for approval.

IV. MEETING FREQUENCY

The Committee shall meet at least quarterly. Additional meetings shall be
scheduled as considered necessary by the Committee or Chair.

V. REPORTING TO STOCKHOLDERS

The Committee shall provide an audit committee report pursuant to Item 306
of Regulation S-K for inclusion in the Company's proxy statement.

VI. COMMITTEE'S RELATIONSHIP WITH EXTERNAL AUDITORS

The external auditors, in their capacity as independent public accountants,
shall be ultimately accountable to the Board of Directors and the Committee as
representatives of the shareholders. The Committee, in conjunction with and
subject to the oversight of the Board of Directors, shall have the ultimate
authority to select, evaluate and, where appropriate, replace the external
auditors, and to nominate the external auditor to be proposed for stockholder
approval in any proxy statement.

The external auditors shall report to the Committee on financial reports as
requested by the Committee pursuant to procedures established by the Committee.
The Committee shall, in the Committee's oversight role, review the work of the
external auditors.

The Committee shall annually review the performance (including, but not
limited to, effectiveness, objectivity and independence) of the external
auditors. The Committee shall ensure receipt of a formal written statement from
the external auditors consistent with Independence Standard Board Statement No.
98-1 and any other applicable standards set by the Independence Standards Board.
The Committee shall be responsible for actively engaging in a dialogue with the
external auditors with respect to any disclosed relationships or services that
may impact the objectivity or independence of the external auditors. If the
Committee is not

A-2
19

satisfied with the external auditors' assurances of independence, the Committee
shall take or recommend to the full Board of Directors appropriate action in
response to the external auditors' report to satisfy itself of the external
auditors' independence.

If the external auditors identify significant issues within the scope of
their responsibility that have been communicated to management but, in their
judgment, have not been adequately addressed, they shall communicate these
issues directly to the Committee Chair.

VII. PRIMARY COMMITTEE RESPONSIBILITIES

1. The Committee shall review and assess the Company's business risk
management process, including the adequacy of the Company's overall
control environment and controls in selected areas representing
significant financial and business risks.

2. The Committee shall review all major financial reports in advance of
filings or distribution. In addition, the Committee shall review, assess
and approve any important external auditor recommendations on financial
reporting, controls, other matters and management's response, as well as
the views of management and auditors on the overall quality of annual
and interim financial reporting.

3. The Committee shall review and assess the Company's system of internal
controls for detecting accounting and reporting financial errors, fraud
and defalcations, legal violations and noncompliance with internal
corporate policies.

4. The Committee shall review and assess external auditor independence and
the overall scope and focus of the annual audit and interim timely
reviews, including the scope and level of involvement with unaudited
quarterly or other interim-period information. The Committee shall also
review external auditor performance and any proposed changes in external
audit firm (subject to ratification by the full Board of Directors).

5. The Committee shall review and approve any changes in important
accounting principles and the application of these changes in both
interim and annual financial reports. The Committee shall review and
assess key financial statement issues and risks, their impact or
potential effect on reporting financial information, the processes used
by management to address such matters, related auditor views and the
basis for audit conclusions. The Committee shall review and assess
important conclusions on interim and/or year-end audit work in advance
of the public release of financials.

6. The Committee shall review and assess significant conflict of interest
and related-party transactions as well as changes in key financial
management.

A-3
20
THE SPECTRANETICS CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

TUESDAY, JUNE 12, 2001
9:00 A.M. (MDT)

SHERATON COLORADO SPRINGS HOTEL
2886 SOUTH CIRCLE DRIVE
COLORADO SPRINGS, CO

THE SPECTRANETICS CORPORATION
96 TALAMINE COURT
COLORADO SPRINGS, CO 80907
PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON JUNE 12, 2001.

The shares of stock you hold in your account will be voted as you specify on
the reverse side.

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.

By signing the proxy, you revoke all prior proxies and appoint Joseph A. Largey
and Paul C. Samek, 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.
21

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 Spectranetics, c/o Shareowner Services-, P.O.
Box 64873, St. Paul, MN 55164-0873.

[GRAPHIC OMITTED]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

1. Election of directors: 01 Cornelius C. Bond, Jr. 03 Marvin L. Woodall
02 Joseph M. Ruggio, M.D.

Vote FOR [ ] Vote WITHHELD [ ]

all nominees from all
nominees
(except as marked)

(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.)

2. To ratify the appointment of KPMG LLP as independent auditors for the
current fiscal year.

[ ] For [ ] Against [ ] Abstain

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

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.