PROXY

            SOLICITED ON BEHALF OF NOVAMETRIX 13-D SHAREHOLDER GROUP

Directors

1.  Election of three directors for     3. In their discretion, the proxies or
    3 year term each.                      each of them is authorized to vote
                                           upon such other business as may
    Nominees: Dr. Vartan Ghugasian,        properly come before the meeting, or
    Paul Cote and John Orestis             any adjournments thereof.

    [ ] For All Nominees                4. Please date and sign exactly as name
                                           appears hereon.  Each executor,
    [ ] Withhold All Nominees              administrator, trustee, guardian,
                                           attorney-in-fact and other fiduciary
    Or withhold Authority to vote for      should sign and indicate his or her
    any of the following nominees:         full title.  Only one signature is
                                           required in the case of stock
    [ ] Dr. Vartan Ghugasian               ownership in the name of two or more
                                           persons.
    [ ] Paul Cote
                                        No. of Shares _________________
    [ ] John Orestis
                                        Shareholder Name and Address
Proposals

2.  Approval of Shareholder Proposal    _________________________  ____________
    as set out below:                   Signature(s)               Date

    "The Shareholders urge the Board of Directors of the Company to take steps
    necessary to initiate a program the objective of which is to maximize
    shareholder values.  Such program should require, as a first step, that the
    directors engage the services of a qualified investment banker to evaluate
    whether the current market quotations accurately reflect the true value of
    the company and to propose a course of action based upon its findings.  If
    the proposal is approved by the shareholders and acted upon by the
    directors, the directors should report the status of the program in the
    next quarterly report to shareholders or by an equivalent timely
    communication."

    For [ ]  Against [ ]  Abstain [ ]

      PLEASE DATE AND SIGN THE CARD AND RETURN IT IN THE ENCLOSED ENVELOPE
                           (continued on reverse side)

                                 REVOCABLE PROXY

                        NOVAMETRIX MEDICAL SYSTEMS, INC.

     THIS PROXY IS SOLICITED ON BEHALF OF NOVAMETRIX 13-D SHAREHOLDER GROUP

         The stockholder of Novametrix Medical Systems, Inc. (Novametrix) named
    herein hereby appoints RICHARD BOULET and JOHN ORESTIS, or either of them
    with full power of substitution as proxy to cast all votes which the said
    stockholder is entitled to cast at the Annual Meeting of the Stockholders
    of the Company to be held on October 9, 1996 in Wallingford, Connecticut,
    and at any adjournments thereof, upon the matters listed on the reverse
    side.  The said stockholder hereby revokes any proxy or proxies heretofore
    given.

         When proxies are properly dated, executed and returned, the shares
    they represent will be voted at the annual meeting in accordance with your
    instructions as stockholders.  If no specific instructions are given, the
    shares will be voted FOR the election of the nominees for directors set
    forth herein and FOR ratification of the proposal set forth herein.  Any
    proxy given by any stockholder may be revoked by the stockholder prior to
    its exercise by voting in person at the annual meeting, by giving written
    notice to the Secretary of Novametrix prior to the annual meeting or by
    giving a later dated proxy.