PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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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
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Definitive Additional Materials
----

Soliciting Material Pursuant to Section 240.14a-11(c) or Section
---- 240.14a-12

ACCELR8 TECHNOLOGY CORPORATION
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(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):

$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
----

$500 per each party to the controversy pursuant to Exchange Act Rule
---- 14a-6(i)(3).

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
----
(1) Title of each class of securities to which transaction applies:

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

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

(1) Amount Previously Paid:

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

(3) Filing Party:

(4) Date Filed:

ACCELR8 TECHNOLOGY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEARS ENDED JULY 31, 2000 AND 2001
TO BE HELD DECEMBER 6, 2001

Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
the shareholders (the "Shareholders") of Accelr8 Technology Corporation, a
Colorado corporation (the "Company"), will be held at 2:00 p.m., local time, on
December 6, 2001, at the Warwick Hotel Denver, 1776 Grant Street, Denver,
Colorado 80203, and any adjournments or postponements thereof for the following
purposes:

1. To elect the following three (3) persons to serve as directors of the
Corporation until the next Annual Meeting of Shareholders and
thereafter until their successors shall have been elected and
qualified: Thomas V. Geimer, David C. Wilhelm and A. Alexander Arnold
III.

2 To ratify the selection of Levine Hughes & Mithuen Inc. as the
independent public accountants of the Company for the fiscal year
ending July 31, 2002;

3. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.

Only Shareholders of record at the close of business on October 30, 2001,
shall be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. All Shareholders are cordially invited to attend the
Annual Meeting in person.

By Order of the Board of Directors

/s/ Thomas V. Geimer
----------------------------------
Thomas V. Geimer,
Chairman of the Board

November 6, 2001
Denver, Colorado

IF YOU DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WISH YOUR SHARES OF
COMMON STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR THAT PURPOSE.

ACCELR8 TECHNOLOGY CORPORATION
303 East Seventeenth Avenue, Suite 108
Denver, Colorado 80203

PROXY STATEMENT
Dated November 6, 2001

ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEARS ENDED JULY 31, 2000 AND 2001
TO BE HELD ON DECEMBER 6, 2001

GENERAL
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This Proxy Statement is being furnished to the shareholders of Accelr8
Technology Corporation, a Colorado corporation (the "Company"), in connection
with the solicitation of proxies by the Board of Directors of the Company (the
"Board of Directors") from holders (the "Shareholders") of outstanding shares of
common stock, no par value, of the Company (the "Common Stock"), for use at the
Annual Meeting of the Shareholders for the fiscal years ended July 31, 2000 and
2001, to be held at 2:00 p.m., local time, on December 6, 2001, at the Warwick
Hotel Denver, 1776 Grant Street, Denver, Colorado 80203, and any adjournments or
postponements thereof (the "Annual Meeting"). This Proxy Statement, Notice of
Annual Meeting of Shareholders and the accompanying Proxy Card are first being
mailed to shareholders on or about November 6, 2001.

VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------

Only Shareholders of record at the close of business on October 30, 2001
(the "Record Date") are entitled to notice of and to vote the shares of Common
Stock, no par value, of the Company held by them on such date at the Annual
Meeting or any and all adjournments thereof. As of the Record Date, there were
7,631,317 shares of Common Stock issued and outstanding with 1,129,110 shares
held in a Rabbi Trust by the Company for the benefit of Thomas V. Geimer. After
subtracting the shares held in the Rabbi Trust from the total number of shares
issued and outstanding, there are 6,502,207 shares entitled to vote at the
Company's Annual Meeting. There was no other class of voting securities
outstanding as of the Record Date.

Each share of Common Stock held by a Shareholder entitles such Shareholder
to one vote on each matter that is voted upon at the Annual Meeting or any
adjournments thereof.

The presence, in person or by proxy, of the holders of 33% of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Assuming that a quorum is present, (i) the affirmative vote of
the holders of a majority of the shares of Common Stock present at the Annual
Meeting in person or by proxy will be required to elect each of the three
nominees for directors of the Company, and (ii) to ratify the selection of
Levine Hughes & Mithuen Inc. as the independent public accountants of the
Company for the fiscal year ending July 31, 2002.

Abstentions and broker "non-votes" will be counted toward determining the
presence of a quorum for the transaction of business; however, abstentions will
have the effect of a negative vote on the proposals being submitted. Abstentions
may be specified on all proposals. A broker "non-vote" will have no effect on
the outcome of any of the proposals.

If the accompanying proxy is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying Proxy will vote "FOR" the election of the three
nominees for directors of the Company and "FOR" the ratification of the
selection of Levine Hughes & Mithuen Inc. as the independent public accountants
of the Company for the fiscal year ending July 31, 2002, and as recommended by
the Board of Directors with regard to any other matters or, if no such
recommendation is given, in their own discretion. The Company's executive
officers and directors have advised the Company that they intend to vote their
shares (including those shares over which they hold voting power), representing
approximately 1,170,379 shares (i.e., approximately18% of the shares entitled to
vote) as of October 30, 2001, in favor of each of the proposals above. Each
Proxy granted by a Shareholder may be revoked by such Shareholder at any time
thereafter by writing to the Secretary of the Company prior to the Annual
Meeting, or by execution and delivery of a subsequent Proxy or by attendance and
voting in person at the Annual Meeting, except as to any matter or matters upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred by such Proxy.

A representative from Levine Hughes & Mithuen Inc. is expected to attend
the Annual Meeting, and is expected to be available to make a statement or
respond to any questions at the Annual Meeting.

The cost of soliciting these Proxies, consisting of the printing, handling,
and mailing of the Proxy and related material, and the actual expense incurred
by brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
materials to the beneficial owners of the shares of Common Stock, will be paid
by the Company.

In order to assure that there is a quorum, it may be necessary for certain
officers, directors, regular employees and other representatives of the Company
to solicit Proxies by telephone or telegraph or in person. These persons will
receive no extra compensation for their services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
----------------------------------------
OWNERS AND MANAGEMENT
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The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of October 30, 2001 by (i) each
person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's executive
officers and directors ; and (iii) all executive officers and directors as a
group. On October 30, 2001, the Company had 7,631,317 shares of its Common Stock
issued and outstanding. The calculation also includes the 1,129,110 shares which
are held by the Rabbi Trust for the benefit of Thomas V. Geimer, and which have
not been included in the calculation of the shares entitled to vote. Common
Stock not outstanding but deemed beneficially owned by virtue of the right of an
individual to acquire shares is treated as outstanding only when determining the
amount and percentage of Common Stock owned by such individual. Except as noted,
each person or entity has sole voting and sole investment power with respect to
the shares shown.

Name and Address Shares Beneficially Owned
of Beneficial Owner -------------------------
------------------- Number Percent
------ -------

Thomas V. Geimer(1), (2) 340,300 4.29

Harry J. Fleury(1), (3), (4) 223,750 2.88

A. Alexander Arnold III(5) 938,000 12.17
845 Third Ave., 6th Flr
New York, NY 10021

David C. Wilhelm(6) 248,329 3.22
333 Logan St. Suite 100
Denver, CO 80203

Executive Officers and Directors 1,750,379 21.32
as a Group (4 persons)

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

(1) The address for Messrs. Geimer and Fleury is 303 E. 17th Avenue, Suite 108,
Denver, CO 80203.

(2) Does not include 1,129,110 shares, which were purchased by Mr. Geimer upon
exercise of warrants and options. Mr. Geimer exercised these options and
warrants on October 14, 1997, and simultaneously contributed the shares
acquired to a Rabbi Trust. Includes 300,000 shares, which may be purchased
by Mr. Geimer upon exercise of options.

(3) Includes 130,000 shares, which may be purchased by Mr. Fleury upon exercise
of options.

(4) Does not include options to purchase 20,000 shares which are currently not
exercisable but which will vest upon the passage of time.

(5) Includes 800,000 shares held by four trusts. Mr. Arnold merely serves as
trustee for each of those trusts but is not a beneficiary of and has no
pecuniary interest in any of those trusts. Also includes 63,000 shares held
in investment advisory accounts for which Mr. Arnold serves as the
investment advisor. Also includes 75,000 shares, which may be purchased by
Mr. Arnold upon exercise of options.

(6) Includes 162,225 shares held by the Jean C. Wilhelm Trust, of which Mr.
Wilhelm and his children are the lifetime beneficiaries, and 100 shares
held by the David C. Wilhelm Living Trust, of which Mr. Wilhelm is the
beneficiary, 11,004 shares held by the Jean Jackson Emery Living Trust, of
which Jean Emery is the beneficiary, who is the wife of Mr. Wilhelm, and
75,000 shares which may be purchased by Mr. Wilhelm upon exercise of
options.

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The Board of Directors currently consists of three members, each of whom is
proposed for re-election at the Annual Meeting.

The Board of Directors maintains a Compensation Committee and an Audit
Committee. The members of the Compensation Committee and the Audit Committee are
Messrs. Arnold and Wilhelm, the Company's non-management directors. The
Compensation Committee did not hold any meetings during the last fiscal year.
The Audit Committee held four (4) meetings during the last fiscal year.

The primary function of the Compensation Committee is to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's stock option
plans. The Audit Committee is comprised of Messrs. Arnold and Wilhelm. The
function of the Audit Committee is to review and approve the scope of audit
procedures employed by the Company's independent auditors, to review and approve
the audit reports rendered by the Company's independent auditors and to approve
the audit fee charged by the independent auditors. The Audit committee reports
to the Board of Directors with respect to such matters and recommends the
selection of independent auditors. The Compensation Committee did not hold any
meetings during the last fiscal year. The Audit Committee held four (4) meetings
during the last fiscal year.

The Audit Committee has reviewed and discussed with management the audited
financial statements for the Company's fiscal year ended July 31, 2001. The
Audit Committee has discussed with the Company's independent auditors the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU 380), as may be modified or supplemented. The Audit
Committee has not received the written disclosures and the letter from The
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, but has discussed with
the independent accountants the independent accountants' independence.

Based on the review and discussion referred to in the immediately foregoing
paragraph, the Audit Committee recommended to the Board of Directors that the
audited financial statements of the Company for the fiscal year ended July 31,
2001, be included in the Company's Annual Report on Form 10-K for the last
fiscal year for filing with the Securities and Exchange Commission.

As noted above, the members of the Audit Committee are David C. Wilhelm and
A. Alexander Arnold III, both of whom are independent directors as defined in
Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards, as applicable and as may be modified or supplemented.

Effective as of June 9, 2000, the Board of Directors of the Company adopted
a written charter for the Audit Committee, a copy of which has been furnished in
previous public filings of the Company.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation for
services in all capacities to the Company in the two fiscal years ended July 31,
2001, of Thomas V. Geimer and Harry J. Fleury, who are the Company's most highly
compensated executive officers.

Annual Compensation Long Term Compensation
------------------- ----------------------
Other Securities
Name and Fiscal Annual Underlying
Principal Position Year Salary Other Compensation Options
------------------ ---- ------ ----- ------------ -------

Thomas V. Geimer 2001 $100,507 $75,000(1) (5) --
Chief Executive Officer 2000 $100,500 $75,000(1) 300,000(2)
and Chief Financial
Officer

Harry J. Fleury 2001 $ 75,507 $11,067(3) (5) 10,000(4)
President 2000 $ 74,823 $ 1,327(3) -- 10,000(4)

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

(1) Represents deferred compensation for Mr. Geimer pursuant to the Company's
deferred compensation plan, $75,000 of which vested during each of the
fiscal years ended July 31, 2000 and 2001.

(2) Includes 100,000 options previously granted to Mr. Geimer and the
replacement of 200,000 options that were previously granted to Mr. Geimer,
which were canceled pursuant to a stock option exchange agreement. See
"Stock Option Exchange."

(3) Includes sales commissions earned by Mr. Fleury on revenues from certain
sales.

(4) Represents stock options to purchase 50,000 shares at an exercise price of
$2.50 per share, 30,000 of which had vested as of July 31, 2001 and 10,000
of which will vest on each of July 31, 2002 and 2003, if still employed.

(5) The Company reimbursed Messrs. Geimer and Fleury for civil penalties paid
by them in connection with the settlement of the SEC matter. (See "Legal
Proceedings" and "Certain Transactions.")

Option Values. The following table provides certain information concerning the
fiscal year end value of unexercised options held by Mr. Geimer and Mr. Fleury.

Aggregated Option Exercises in 2000 Fiscal Year
and Fiscal Year End Option Values

Shares Number of Unexercised Value of Unexercised
Acquired on Value Options at Fiscal Year In-the-Money Options
Name Exercise Realized End Fiscal Year End(1)
---- -------- -------- ---------------------- ------------------
Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
------- ------- ------- -------

Thomas V. Geimer 0 0 100,000 0 $ 0 0

Harry J. Fleury 0 0 130,000 20,000 $107,000 0

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

(1) Value calculated by determining the difference between the closing sales
price on July 31, 2001, of $1.43 per share and the exercise price of the
options. Fair market value was not discounted for restricted nature of
any stock purchased on exercise of these options.

Employment Agreements

The Company has entered into employment agreements with Thomas V. Geimer,
Harry J. Fleury, James Godkin, and Franz Huber, which expire on November 30,
2001. Mr. Geimer's employment agreement is for a two year term, is automatically
renewable for one year increments, and provides for a yearly salary of $100,000
per year with deferred compensation of $75,000 per year. Mr. Geimer's agreement
also contains provisions under which the Company will be obligated to pay Mr.
Geimer five times his annual salary and deferred compensation in the amount of
$50,000 (i.e., an aggregate of $750,000) if a change of control as defined in
the agreement occurs. The Company has notified Messrs. Fleury, Godkin and Huber
that their employment contracts will not be renewed as of November 30, 2001.

Compensation Pursuant to Plans

Employee Retirement Plan. During fiscal year 1996, the Company established
a SARSEP-IRA employee pension plan that covers substantially all full-time
employees. Under the plan, employees have the option to contribute up to the
lesser of 15% of their compensation or $10,500. The Company may make
discretionary contributions to the plan based on recommendations from the Board
of Directors. The Company made no contribution for the fiscal years ended July
31, 2000 or 2001.

Deferred Compensation Plan. In January 1996, the Company established a
deferred compensation plan for the Company's employees. The Company may make
discretionary contributions to the plan based upon recommendations from the
Board of Directors. For each of the fiscal years ended July 31, 2000 and 2001,
the Company contributed $75,000 to the plan. The $75,000 contribution for the
fiscal year ended July 31, 2001 was made October 19, 2001.

Options. At July 31, 2001, the Company had outstanding an aggregate of
240,000 options issued to employees of the Company pursuant to the Company's
1987 non-qualified stock option plan (the "1987 Plan"). The 240,000 options are
exercisable at a price of $0.36 per share. The Company's Board of Directors
during the 1994 fiscal year adopted a resolution providing that for so long as a
recipient of an option grant remains in the employ of the Company, the options
held will not expire and if the recipient's employment is terminated, the holder
will have up to 90 days after termination to exercise any vested but previously
unexercised options. In 1997, the Board of Directors passed a further resolution
clarifying that upon the death of an optionee, an unexercised option will remain
exercisable for a period of one year by, and only by, the person to whom the
optionee's rights have passed by will or by the laws of descent and
distribution. All options previously granted are administered by the Company's
Board of Directors. The options provide for adjustment of the number of shares
issuable in the case of stock dividends or stock splits or combinations and
adjustments in the case of recapitalization, merger or sale of assets.

On October 14, 1997, Thomas V. Geimer exercised an aggregate of 1,140,000
warrants and options to acquire 1,140,000 shares of the Company's Common Stock
at an exercise price of $0.24 per share. Under the terms of the Rabbi Trust the
shares will be held in the trust, and carried as shares held for employee
benefit by the Company. The Rabbi Trust provides that upon Mr. Geimer's death,
disability, or termination of his employment the shares will be released ratably
over the subsequent ten (10) years, unless the Board of Directors determines
otherwise. See Note 5 to the Financial Statement for further information.

The 1996 Stock Option Plans

The Board of Directors of the Company has adopted an incentive stock option
plan (the "Qualified Plan") which provides for the grant of options to purchase
an aggregate of not more than 700,000 shares of the Company's Common Stock. The
purpose of the Qualified Plan is to make options available to management and
employees of the Company in order to provide them with a more direct stake in
the future of the Company and to encourage them to remain with the Company. The
Qualified Plan provides for the granting to management and employees of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "Code").

The Board of Directors of the Company has adopted a non-qualified stock
option plan (the "Non-Qualified Plan") which provides for the grant of options
to purchase an aggregate of not more than 300,000 shares of the Company's Common
Stock. The purpose of the Non-Qualified Plan is to provide certain key
employees, independent contractors, technical advisors and directors of the
Company with options in order to provide additional rewards and incentives for
contributing to the success of the Company. These options are not incentive
stock options within the meaning of Section 422 of the Code.

The Qualified Plan and the Non-Qualified Plan (the "Stock Option Plans")
will be administered by a committee (the "Committee") appointed by the Board of
Directors which determines the persons to be granted options under the Stock
Option Plans and the number of shares subject to each option. No options granted
under the Stock Option Plans will be transferable by the optionee other than by
will or the laws of descent and distribution and each option will be
exercisable, during the lifetime of the optionee, only by such optionee. Any
options granted to an employee will terminate upon his ceasing to be an
employee, except in limited circumstances, including death of the employee, and
where the Committee deems it to be in the Company's best interests not to
terminate the options.

The exercise price of all incentive stock options granted under the
Qualified Plan must be equal to the fair market value of such shares on the date
of grant as determined by the Committee, based on guidelines set forth in the
Qualified Plan. The exercise price may be paid in cash or (if the Qualified Plan
shall meet the requirements of rules adopted under the Securities Exchange Act
of 1934) in Common Stock or a combination of cash and Common Stock. The term of
each option and the manner in which it may be exercised will be determined by
the Committee, subject to the requirement that no option may be exercisable more
than 10 years after the date of grant. With respect to an incentive stock option
granted to a participant who owns more than 10% of the voting rights of the
Company's outstanding capital stock on the date of grant, the exercise price of
the option must be at least equal to 110% of the fair market value on the date
of grant and the option may not be exercisable more than five years after the
date of grant.

The Stock Option Plans were approved by the Company's shareholders at a
Special Shareholders Meeting held on November 8, 1996. As of July 31, 2000,
25,000 options, exercisable at $1.50 per share of Common Stock had been granted
to each of Messrs. Wilhelm and Arnold pursuant to the Non-Qualified Plan. As of
July 31, 2001, a total of 222,000 options exercisable at $1.50 to $5.00 per
share of Common Stock had been granted to employees pursuant to the Qualified
Plan.

Stock Option Exchange

In recognition of the decline in the Company's stock price and the fact
that options previously granted did not provide the intended incentive to the
outside directors and to the Company's Chairman and Chief Executive Officer, the
Board of Directors approved the voluntary exchange of certain stock options held
by those individuals effective on January 31, 2001. Each of the three directors
voluntarily accepted the exchange and agreed to exchange certain currently
outstanding options for new options. Pursuant to the terms of the exchange, the
exercise price per share of the new options was established at 100% of the fair
market value of each share of the Company's Common Stock on the date of grant,
based upon the closing price reported by the principal market for the Company's
Common Stock (the NASDAQ Electronic Bulletin Board) on the date of grant. The
date of grant for the new options was August 1, 2001, which was the first
business day that was at least six months after the date that the Company and
the directors agreed to cancel the options tendered and accepted the exchange
for the new options. Messrs. Wilhelm and Arnold each exchanged options to
acquire an aggregate of 50,000 shares (i.e., 25,000 shares exercisable at $7.25
per share and 25,000 shares exercisable at $2.50 per share for options to
acquire 50,000 shares of the Company's Common Stock at an exercise price of
$1.45 per share. Mr. Geimer exchanged options to acquire an aggregate of 200,000
shares (i.e., 100,000 shares exercisable at $12.00 per share and 100,000 shares
exercisable at $2.50 per share for options to acquire 200,000 shares of the
Company's Common Stock at an exercise price of $1.45 per share. The new options
expire ten years from the date of grant.

CERTAIN TRANSACTIONS

During fiscal year 1996, the Company established a deferred compensation
plan for the Company's employees. The Company may make discretionary
contributions to the plan based on recommendations from the Board of Directors.
As of July 31, 2001, the Board of Directors had authorized deferred compensation
totaling $ $450,000 since fiscal year 1996 of which Mr. Geimer was totally
vested and $375,000 had been funded. The $75,000 contribution for fiscal year
ended July 31, 2001 was made October 19, 2001.

In connection with the settlement reached with the SEC on July 12, 2001,
the Company agreed to indemnify the individual officers with respect to the
civil penalties assessed against the individual officers on an after tax basis.
For more information, please see "LEGAL PROCEEDINGS" and "EXECUTIVE
COMPENSATION."

There were no other transactions or series of transactions for the fiscal
year ended July 31, 2001, nor are there any currently proposed transactions, or
series of the same to which the Company is a party, in which the amount involved
exceeds $60,000 and in which, to the knowledge of the Company, any director,
executive officer, nominee, 5% shareholder or any member of the immediate family
of the foregoing persons, have or will have a direct or indirect material
interest.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities and Exchange Act of 1934, as amended,
generally 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
("10% owners") to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Directors and executive officers and 10%
owners are required by Securities and Exchange Commission regulation to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of copies of such reports furnished to the
Company and verbal representations that no other reports were required to be
filed during the fiscal year ended July 31, 2001, all Section 16(a) filing
requirements applicable to its directors, executive officers and 10% owners were
met.

LEGAL PROCEEDINGS

Concluded Legal Matters

On November 16, 1999, the United States Securities and Exchange Commission
("SEC") filed suit in the United States District Court for the District of
Colorado against Accelr8 Technology Corporation, Thomas V. Geimer, Harry J.
Fleury, and James Godkin, captioned Securities and Exchange Commission v.
Accelr8 Technology Corporation, et al., Civil Action No. 99-D-2203. The SEC
sought an injunction permanently restraining and enjoining each defendant from
violating Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder; Section 13(a) of the Securities Exchange Act of 1934,
and Rules 12b-20, 13a-1, and 13a-13 promulgated thereunder, and, in addition,
that Mr. Geimer and Mr. Godkin be enjoined from future violations of Section
13(b)(2) of the Securities Exchange Act of 1934. Section 10(b) of the Exchange
Act and Rule 10b-5 thereunder relate to securities fraud. Section 13 of the
Exchange Act and the rules thereunder relate to reporting and record keeping.
The SEC alleged that the Defendants made material misrepresentations of fact
regarding the capability of certain of the Company's products, and the Company's
financial condition, including its revenues and earnings. The SEC also alleged
that Mr. Geimer and Mr. Godkin failed to implement, or circumvented, a system of
internal accounting controls, falsified books and records, and made
misrepresentations to the Company's accountants. On July 12, 2001, the
Defendants, without admitting or denying the allegations of the Third Amended
Complaint filed by the SEC, consented to the entry of Final Orders in which the
court dismissed the securities fraud claims against all Defendants with
prejudice, made no findings that any violation of law occurred, and enjoined the
Defendants from future violations of Section 13 of the Exchange Act, and the
regulations thereunder referred to above. In addition, Mr. Geimer paid a civil

penalty of $65,000, Mr. Fleury paid a civil penalty of $20,000, and Mr. Godkin
paid a civil penalty of $20,000. All costs, expenses, civil penalties, and
liabilities incurred by the Defendants in defending and settling this matter
were borne by the Company.

Pending Legal Matters

On May 4, 2000, Harley Meyer filed in the United States District Court for
the District of Colorado a putative class action against Accelr8 Technology
Corporation, Thomas V. Geimer and Harry J. Fleury. On June 2, 2000, Charles
Germer filed in the United States District Court for the District of Colorado a
putative class action against Accelr8 Technology Corporation, Thomas V. Geimer
and Harry J. Fleury. On June 8, 2000, William Blais filed in the United States
District Court for the District of Colorado a putative class action against
Accelr8 Technology Corporation, Thomas V. Geimer and Harry J. Fleury. On June
20, 2000, Diana Wright filed in the United States District Court for the
District of Colorado a putative class action against Accelr8 Technology
Corporation, Thomas V. Geimer and Harry J. Fleury. On August 14, 2000, Derrick
Hongerholt filed in the United States District Court for the District of
Colorado a shareholder derivative action against Thomas V. Geimer, David C.
Wilhelm, A. Alexander Arnold III, Harry J. Fleury, James Godkin and Accelr8
Technology Corporation as a nominal Defendant. These actions have been
consolidated under the caption In re Accelr8 Technology Corporation Securities
Litigation, Civil Action No. 00-K-938. On October 16, 2000, a Consolidated
Amended Class Action Complaint was filed which added James Godkin as a
Defendant. The Consolidated Amended Complaint alleges violations of Section
10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder,
essentially making the same allegations as were made by the SEC in its initial
Complaint. The Defendants have answered the Amended Complaint, in which they
denied liability and raised affirmative defenses. On January 23, 2001, the Court
granted the Plaintiff's Motion for Class Certification. The Defendants have
answered the Hongerholt derivative Complaint, and have denied all claims. The
Company and the individual Defendants believe they have substantial defenses to
both the class and derivative claims, but there are no assurances that the
resolution of these actions will not have a material adverse effect on the
Company. The consolidated class actions, including the Hongerholt derivative
action, have not been set for trial. The Company is paying the costs of its own
defense, as well as the costs of defense of the individual Defendants under its
indemnification obligations.

On May 24, 2000, William Dews, an alleged shareholder of Accelr8, filed a
derivative action on behalf of the Company, against Thomas V. Geimer, A.
Alexander Arnold III and David C.Wilhelm, captioned John William Dews v. Thomas
V. Geimer, et al., Civil Action No. 00-CV-2785 (District Court, City and County
of Denver, Colorado). This action alleges various breaches of fiduciary duty
arising out of the activities alleged by the Securities and Exchange Commission,
as well as the Company's determination to defend against the SEC's allegations.
The parties have reached an agreement under which the Complaint will be
dismissed without prejudice upon an exchange of releases, with no payments to be
made by the Defendants. That agreement is subject to court approval, and there
can be no guaranty that it will be approved. Although no claims are asserted
against the Company in this action, the Company is bearing the cost of defense
in accordance with indemnification agreements with Mr. Geimer, Mr. Wilhelm, and
Mr. Arnold.

On July 14, 2000, the Agricultural Excess and Surplus Insurance Company,
which is the carrier of Accelr8's director and officer liability policy, filed
in the United States District Court for the District of Colorado an action for a
declaratory judgment seeking to rescind Accelr8's directors and officers
liability policy, captioned Agricultural Excess and Surplus Insurance Company v.
Accelr8 Technology Corporation, Civil Action No. 00-B-1417. That policy has a $1
million limit, with a $100,000 deductible. The insurance company alleges that it
was fraudulently induced to enter into the contract of insurance through knowing
material misrepresentations made by the Company in its Form 10-KSB filed with
the SEC, concerning the capabilities of certain of the Company's products. The
Defendants have answered the Complaint, in which they denied the claim for
rescission, and have filed a counterclaim seeking damages for the insurer's bad
faith. Although the Company believes the insurance company's claim for
rescission to be not well-founded, there is no assurance that the Company will
succeed in the litigation. If the Company is unsuccessful, it will lose the
benefits otherwise available under the policy. The Company is bearing the cost
of litigation for all Defendants.

PROPOSAL 1

ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY

The Company's directors are elected annually to serve until the next Annual
Meeting of Shareholders and thereafter until their successors shall have been
elected and qualified. The number of directors presently authorized by the
Bylaws of the Company shall be not less than three (3) nor more than seven (7).

Unless otherwise directed by shareholders, the proxy holders will vote all
shares represented by proxies held by them for the election of the following
nominees, all of whom are now members and constitute the Company's Board of
Directors. The Company is advised that all nominees have indicated their
availability and willingness to serve if elected. In the event that any nominee
becomes unavailable or unable to serve as a director of the Company prior to the
voting, the proxy holder will vote for a substitute nominee in the exercise of
his best judgment.

INFORMATION CONCERNING NOMINEES

Thomas V. Geimer, 54, has been the Chairman of the Board of Directors and a
director of the Company since 1987. He currently serves as the Chief Executive
Officer, Chief Financial Officer and Secretary of the Company. Mr. Geimer is
responsible for development of the Company's business strategy, day to day
operations, accounting and finance functions. Before assuming full-time
responsibilities at the Company, Mr. Geimer founded and operated an investment
banking firm.

David C. Wilhelm, 82, has been a director of the Company since June 1988.
For the past 30 years, Mr. Wilhelm has been President of Wilhelm Co., an
agribusiness company located in Denver, Colorado, which is principally engaged
in the cattle feeding and commodity business. Since 1972, Mr. Wilhelm has been a
director of Colorado National Bank located in Denver, Colorado. Mr. Wilhelm is a
member of the International Executive Service Corp., and was formerly the
Director of the Colorado Cattlemen's Association. Mr. Wilhelm received a
Bachelor of Arts in American History from Yale University in 1942.

Alexander Arnold III, 61, has served as a director of the Company since
September 1992. For the past 25 years, Mr. Arnold has served as a Managing
Director of Trainer, Wortham & Co., Inc., a New York City-based investment
counselor firm, which Mr. Arnold co-founded. Mr. Arnold received a Bachelor of
Arts degree from Rollins College in 1964 and a Masters of Business
Administration from Boston University in 1966.

Involvement in Certain Legal Proceedings. On July 12, 2001, the Company,
Thomas V. Geimer and two other employees of the Company (the "Defendants"),
without admitting or denying the allegations of the Third Amended Complaint
filed by the SEC, consented to the entry of Final Orders in which the court
dismissed certain securities fraud claims that had been made by the SEC against
all Defendants with prejudice, made no findings that any violation of law
occurred, and enjoined the Defendants from future violations of Section 13 of
the Exchange Act, and the regulations thereunder, that are specifically set
forth under "Legal Proceedings-Concluded Legal Matters" above. In addition, Mr.
Geimer paid a civil penalty of $65,000, and the other two employees each paid
civil penalties of $20,000. All costs, expenses, civil penalties, and
liabilities incurred by the Defendants in defending and settling this matter
were borne by the Company. For more detailed information concerning the SEC's
allegations made in the Third Amended Complaint and the settlement, see "Legal
Proceedings-Concluded Legal Matters" above.

Board Recommendation

The Board recommends a vote FOR the election of each of the three nominees
for directors of the Company.

PROPOSAL 2

RATIFICATION OF SELECTION OF
LEVINE HUGHES & MITHUEN INC. AS INDEPENDENT
PUBLIC ACCOUNTANTS OF COMPANY

The Audit Committee recommended and the Board of Directors has selected
Levine Hughes & Mithuen Inc. as independent public accountants of the Company
for the fiscal year ending July 31, 2002, and has further directed that the
Company submit the selection of independent public accountants for ratification
by shareholders at the Annual Meeting of Shareholders. Levine Hughes & Mithuen
Inc. has acted for the Company as independent public accountants for a number of
years. If the appointment of Levine Hughes & Mithuen Inc. is not approved by the
shareholders, the Board of Directors will consider the selection of other
independent public accountants for the fiscal year ending July 31, 2001.

Audit Fees--The aggregate fees paid to Levine Hughes & Mithuen Inc. for
professional services rendered for the audit of the Company's financial
statements for the fiscal year ended July 31, 2001, and the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for that fiscal year were $23,623.80.

OpTest Acquisition Fees--The aggregate fees paid to Levine Hughes & Mithuen
Inc. for services relating to the acquisition of OpTest were $2,267.50.

All Other Fees--The aggregate fees paid to Levine Hughes & Mithuen Inc. for
professional services rendered during the fiscal year ended July 31, 2001, other
than as stated above under the captions Audit Fees and OpTest Acquisition Fees,
were $562.25.

Board Recommendation

The Board recommends a vote FOR the ratification of the selection of Levine
Hughes & Mithuen Inc. as independent public accountants of the Company for the
fiscal year ending July 31, 2002.

GENERAL

Other Matters

The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting of Shareholders other than those stated in the
Notice of Annual Meeting and referred to in this Proxy Statement. If any other
matters should properly come before the Annual Meeting, it is intended that the
proxies in the accompanying form will be voted as the persons named therein may
determine in their discretion.

Shareholder Proposals

If any shareholder of the Company intends to present a proposal for
consideration at the 2002 Annual Meeting of Shareholders and desires to have
such proposal included in the proxy statement and form of proxy distributed by
the Board of Directors with respect to such meeting, such proposal must be
received at the Company's offices, 303 East Seventeenth Avenue, Suite 108,
Denver, Colorado 80203, Attention: Secretary, not later than July 9, 2002.

By Order of the Board of Directors

/s/ Thomas V. Geimer
----------------------------------
Thomas V. Geimer,
Chairman of the Board