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 240.14a-11(c) or 240.14a-12

MODTECH HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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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
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[ ] Fee paid previously with preliminary materials.

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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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2

MODTECH HOLDINGS, INC.
2830 Barrett Avenue
Perris, California 92571
(909) 943-4014

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 7, 2001

To the Holders of Common Stock of Modtech Holdings, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Modtech Holdings, Inc. will be held at the Hilton Irvine Hotel, 18800 MacArthur
Boulevard, Irvine, California 92612 on August 7, 2001 at 1:00 P.M., local time,
for the following purposes:

1. To elect a board of nine (9) directors, with each director so
elected to hold office until the next Annual Meeting and until
their successors have been duly elected and qualified;

2. To transact such other business as may properly come before the
Annual Meeting and any continuation or adjournment thereof.

The Board of Directors has fixed the close of business on June 15, 2001
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Annual Meeting, and only shareholders of record at the
close of business on that date will be entitled to vote at the Annual Meeting.

All shareholders are cordially invited to attend the Annual meeting in
person. YOU ARE URGED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PRE-ADDRESSED, STAMPED ENVELOPE. Your proxy will not
be used if you are present at the Annual Meeting and desire to vote your shares
personally.

By Order of the Board of Directors,

Evan M. Gruber, Chief Executive Officer

Perris, California
June 29, 2001

IMPORTANT: IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED SO THAT THE PRESENCE
OF A QUORUM MAY BE ASSURED. PLEASE SIGN AND DATE THE ENCLOSED
PROXY AND MAIL IT PROMPTLY. NO POSTAGE REQUIRED IF MAILED IN THE
UNITED STATES.

MODTECH HOLDINGS, INC.
2830 Barrett Avenue
Perris, California 92571

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

PROXY STATEMENT

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

ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 7, 2001

This Proxy Statement is being furnished to the shareholders of Modtech
Holdings, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Company's Board of Directors for use at the
Annual Meeting of Shareholders of the Company to be held at the Hilton Irvine
Hotel, 18800 MacArthur Boulevard, Irvine, California 92612, on August 7, 2001 at
1:00 P.M., local time, and at any continuation or adjournment thereof.

This Proxy Statement, and the accompanying Notice of Annual Meeting and
proxy card, are first being mailed on or about June 29, 2001 to shareholders of
record on June 15, 2001, the record date for the determination of the
stockholders entitled to notice of and to vote at the Annual Meeting. A copy of
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000 is concurrently being mailed to all shareholders of record as of June 15,
2001.

The cost of soliciting proxies will be borne by the Company. In addition
to the solicitation of proxies by mail, solicitation may be made by telephone,
telegraph or personal interview by Directors, officers and other regular
employees of the Company, without extra compensation. Brokerage houses,
nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares and will be reimbursed
for their expenses.

VOTING RIGHTS

As of June 15, 2001, the record date for the determination of the
shareholders of the Company entitled to notice of and to vote at the Annual
Meeting, there were 13,363,780 shares of the Company's Common Stock outstanding.
Each share of Common Stock entitles the holder to one vote on each matter to
come before the Annual Meeting.

Properly executed and returned proxies, unless revoked, will be voted as
directed by the shareholder, or in the absence of such direction, by the persons
named therein FOR the election of the nine director nominees listed below. As to
any other business which may properly come before the Annual Meeting, the proxy
holders will vote in accordance with their best judgment. A proxy may be revoked
at any time before it is voted by delivery of written notice of revocation to
the Secretary of the Company or by delivery of a subsequently dated proxy, or by
attendance at the Annual Meeting and voting in person. Attendance at the Annual
Meeting without also voting will not in and of itself constitute the revocation
of a proxy.

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PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth information regarding the ownership of
the Company's Common Stock as of April 15, 2001, by (i) each of the current
directors and nominees for election as a director of the Company, (ii) each
person or group known by the Company to be the beneficial owner of more than 5%
of the Company's outstanding Common Stock, and (iii) all current directors and
executive officers of the Company as a group. Except as otherwise noted and
subject to community property laws where applicable, each beneficial owner has
sole voting and investment power with respect to all shares shown as
beneficially owned by them. Except as otherwise indicated, the address of each
holder identified below is in care of the Company, 2830 Barrett Avenue, Perris,
California 92571.

Name and Address Shares Percent of
of Beneficial Owner Beneficially Owned (1) Class (1)
------------------- ---------------------- -----------

Evan M. Gruber (2) 638,251 4.6%
Patrick Van Den Bossche (3) 291,645 2.2
Michael G. Rhodes (4) 297,495 2.2
Shari L. Walgren (5) 33,916 *
Daniel J. Donahoe III (6) 16,400 *
Robert W. Campbell (7) 31,317 *
Stanley N. Gaines (8) 105,000 *
Charles R. Gwirtsman (9) 372,183 2.8
Charles A. Hamilton (10) 1,781,090 13.3
Charles C. McGettigan (11) (16) 1,768,668 13.2
Myron A. Wick III (11) (16) 1,768,668 13.2
Jon D. Gruber (12) (16) 3,703,451 27.7
Gruber & McBaine Capital Management (13) (16) 2,050,570 15.3
Infrastructure and Environmental Private Equity Fund III, L.P. 1,401,161 10.5
J. Patterson McBaine (14) (16) 3,603,595 27.0
Proactive Partners, L.P. (15) (16) 1,714,103 12.8
All directors and executive officers as a group
(11 people) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) 5,363,031 37.0

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

* Less than one percent.

(1) In calculating beneficial and percentage ownership, all shares of Common
Stock which a named shareholder will have the right to acquire within 60
days of the record date for the Annual Meeting upon exercise of stock
options are deemed to be outstanding for the purpose of computing the
ownership of such shareholder, but are not deemed to be outstanding for
the purpose of computing the percentage of Common Stock owned by any
other shareholder. As of April 15, 2001, an aggregate of 13,363,780
shares of Common Stock were outstanding. This does not give effect to
the potential issuance of 2,293,593 shares issuable upon exercise of
options granted or which may be granted under the Company's stock option
plans. See "Election of Directors - Stock Options."

(2) Includes 613,808 shares issuable upon exercise of stock options, but
does not include 188,711 shares issuable upon exercise of stock options
which have been granted but currently are not exercisable. Evan M.
Gruber and Jon D. Gruber are not related.

(3) Includes 138,726 shares issuable upon exercise of stock options, but
does not include 90,701 shares issuable upon exercise of stock options
which have been granted but currently are not exercisable.

(4) Includes 242,073 shares issuable upon exercise of stock options, but
does not include 120,805 shares issuable upon exercise of stock options
which have been granted but currently are not exercisable.

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(5) Includes 33,916 shares issuable upon exercise of stock options, but does
not include 66,855 shares issuable upon exercise of stock options which
have been granted but currently are not exercisable.

(6) Includes 16,400 shares issuable upon exercise of stock options, but does
not include 10,000 shares issuable upon exercise of stock options which
have been granted but currently are not exercisable.

(7) Includes 26,213 shares issuable upon exercise of stock options, but does
not include 10,000 shares issuable upon exercise of stock options which
have been granted but currently are not exercisable.

(8) Does not include 20,000 shares issuable upon exercise of stock options
which have been granted but currently are not exercisable.

(9) Includes 182,669 shares held by Capital Resources Growth, Inc., an
entity of which Mr. Gwirtsman is the sole stockholder, and 179,514
shares held directly by Mr. Gwirtsman and his wife and trusts formed for
the benefit of their children. Also includes 10,000 shares issuable upon
exercise of stock options to Mr. Gwirtsman, but does not include 10,000
shares issuable upon exercise of stock options which have been granted
but currently are not exercisable.

(10) Includes 19,637 shares held by Mr. Hamilton, 1,401,161 shares held by
Infrastructure and Environmental Private Equity Fund III, L.P. ("IEPEF")
and 350,292 shares held by Environmental & Information Technology
Private Equity Fund III ("EITPEF"). Also includes 10,000 shares issuable
upon exercise of stock options to Mr. Hamilton, but does not include
10,000 shares issuable upon exercise of stock options which have been
granted but currently are not exercisable. Mr. Hamilton is a principal
of one of the members of a limited liability company that serves as
general partners of IEPEF and the investment manager of EITPEF. Mr.
Hamilton disclaims beneficial ownership of all shares held by IEPEF and
the investment manager of EITPEF except to the extent of his pecuniary
interest therein.

(11) Includes 27,499 shares owned of record directly by each of Messrs.
McGettigan and Wick, and 1,714,103 shares owned of record by Proactive
Partners, L.P. and affiliates of which Messrs. McGettigan and Wick are
general partners. Also includes options to purchase 27,066 shares which
have been granted to each of Messrs. McGettigan and Wick for serving on
the Company's Board of Directors, but does not include 10,000 shares
issuable upon exercise of stock options which have been granted but
currently are not exercisable.

(12) Includes 87,841 shares owned of record directly by Mr. Gruber, all
shares owned of record by Proactive Partners, L.P. and affiliates of
which Mr. Gruber is a general partner, and all shares owned of record by
Gruber & McBaine Capital Management and affiliates, of which Mr. Gruber
is a general partner. Jon D. Gruber and Evan M. Gruber are not related.

(13) Includes 93,758 shares owned of record directly by Gruber & McBaine
Capital Management, all shares owned of record by Proactive Partners,
L.P. and affiliates, and all shares owned of record by Lagunitas
Partners, Gruber & McBaine International and GMJ Investments, affiliated
entities.

(14) Includes 37,473 shares owned of record directly by Mr. McBaine, all
shares owned of record by Proactive Partners, L.P. and affiliates, of
which Mr. McBaine is a general partner, and all shares owned of record
by Gruber & McBaine Capital Management and affiliates, of which Mr.
McBaine is a general partner.

(15) Includes 1,714,103 shares owned of record by Proactive Partners, L.P.
and Fremont Proactive Partners, an affiliated entity.

(16) The address of each of Charles C. McGettigan, Myron A. Wick III, Jon D.
Gruber, J. Patterson McBaine, Gruber & McBaine Capital Management and
Proactive Partners, L.P. is 50 Osgood Place, San Francisco, CA 94133.

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ELECTION OF DIRECTORS

The Company's current Board of Directors has nominated nine (9)
individuals, Evan M. Gruber, Robert W. Campbell, Daniel J. Donahoe III, Stanley
N. Gaines, Charles R. Gwirtsman, Charles A. Hamilton, Charles C. McGettigan,
Patrick Van Den Bossche and Myron A. Wick III, for election as directors of the
Company at the Annual Meeting, each to serve as such until the next annual
meeting of the Company's shareholders and until their respective successors are
elected and qualified. Each of the nominees is a current member of the Company's
Board of Directors. Although it is not presently contemplated that any nominee
will decline or be unable to serve as a Director, in either such event, the
proxies will be voted by the proxy holder for such other persons as may be
designated by the present Board of Directors should any nominee become
unavailable to serve.

NOMINEES

Certain information concerning the nine individuals nominated by the
Company's Board of Directors for election at the Annual Meeting to serve as
directors of the Company for the ensuing year is set forth below:

Evan M. Gruber, age 47, joined the Company's predecessor, Modtech, Inc.
in January 1989 as its Chief Financial Officer and was elected Chief Executive
Officer in January 1990. Prior to joining Modtech, Inc., Mr. Gruber, who is a
certified public accountant, founded his own public accounting firm in Costa
Mesa, California in 1978.

Robert W. Campbell, age 44, who was elected to the Board of Directors of
Modtech, Inc. in 1991, is the Managing Director of Corporate Finance at L.H.
Friend, Weinress, Frankson & Presson, Inc. From 1993 to 1995, Mr. Campbell was
Senior Vice President - Investment Banking at Baraban Securities, Incorporated.
From 1982 to 1993, Mr. Campbell was employed by the Seidler Companies, Inc. as
Senior Vice President - Corporate Finance.

Daniel J. Donahoe III, age 67, who was elected to the Board of Directors
of Modtech, Inc. in 1998, is co-founder and President of Red Rock Resorts, which
operates special, unique boutique resorts in the Western United States. He also
serves as Chairman of Daybreak Investments, a privately-held investment company.
Mr. Donahoe has been actively involved in the commercial and residential real
estate market in the southwest over the past 27 years.

Stanley N. Gaines, age 66, has been a director of the Company since
August 2000. Mr. Gaines served as the Chairman and CEO of GNB Incorporated from
1982 to 1988. He was Sr. Vice President International from 1981 through 1983 and
Group Vice President, Batteries from 1971 through 1981 for Gould Incorporated.
Mr. Gaines serves on the boards of directors of Students in Free Enterprise and
Battery Council International.

Charles R. Gwirtsman, age 46, has been a director of the Company since
February 1999. He is Managing Director of KRG Capital Partners, LLC. Prior to
joining KRG Capital in 1996, Mr. Gwirtsman served as Senior Vice President of
FCM Fiduciary Capital Management Company, the manager of two mezzanine debt
funds, from January 1994 to June 1996. Prior to this, Mr. Gwirtsman was employed
as a Corporate Vice President at PaineWebber, Incorporated from 1988 to 1993 as
a member of the Private Finance Group. Mr. Gwirtsman serves on the Board of
Directors of a number of privately held companies. From September 1995 through
January 1996, at the request of his then employer, FCM Fiduciary Capital
Management Company, Mr. Gwirtsman served as a director of Canadian's Corp., a
women's specialty clothing retailer. This company filed for bankruptcy
protection in February 1996 and was liquidated under Chapter 7 of the federal
bankruptcy code in December 1997.

Charles A. Hamilton, age 52, has been a director of the Company since
February 1999. Mr. Hamilton has over thirty years of investment experience in
the fields of securities analysis, corporate finance and private equity
management. Mr. Hamilton is currently a managing director of First Analysis
Corporation and KRG Capital Corporation. Previously, Mr. Hamilton was a managing
director of the investment banking firm Robertson Stephens & Co. for over 18
years.

Charles C. McGettigan, age 56, has been a director of Modtech, Inc.
since June 1994. Mr. McGettigan is a co-founder and managing director of the
investment banking firm of McGettigan, Wick & Co., Inc. and a co-founder and
general partner of Proactive Investment Managers, L.P., the general partner of
Proactive Partners, L.P., a merchant banking fund. Prior to founding McGettigan,
Wick & Co., Inc., he was a Principal, Corporate Finance of Hambrecht & Quist and
a Senior

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Vice President of Dillon, Read & Co. Mr. McGettigan serves on the boards of
directors of Cuisine Solutions, Inc., Onsite Energy, PMR Corporation, Sonex
Research Corporation, Tanknology-NDE, and Wray-Tech Instruments, Inc.

Patrick Van Den Bossche, age 39, served as Chief Executive Officer,
President and a director of SPI Holdings, Inc., a manufacturer of commercial and
light industrial modular buildings, since February 1997 until its acquisition by
the Company in February 1999. Mr. Van Den Bossche joined SPI in 1991 and was
appointed as Vice President of Operations in 1993. Mr. Van Den Bossche also
serves as a director of Modular Building Institute ("MBI"), a national trade
organization for the modular building industry, and is a member of MBI's
statistics committee.

Myron A. Wick III, age 57, became a director of Modtech, Inc. in June
1994. Mr. Wick is currently a managing director and co-founder of McGettigan,
Wick & Co., Inc., an investment banking firm formed in 1988, and a general
partner of Proactive Investment Managers, L.P., the general partner of Proactive
Partners, L.P., a merchant banking fund formed in 1991. Mr. Wick is a director
of Electrostatic Devices, Sonex Research Corporation, Tanknology-NDE, and
Wray-Tech Instruments, Inc.

STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS

During the last fiscal year, the Board of Directors of the Company held
four regular and special meetings or otherwise took action by written consent.
The Board has established both an Audit Committee, which is comprised of Messrs.
Campbell, Donahoe, Gaines and Gwirtsman and a Compensation Committee, which is
comprised of Messrs. Hamilton, McGettigan and Wick. The Audit Committee meets to
consult with the Company's independent auditors concerning their engagement and
audit plan, and thereafter concerning the auditor's report and management letter
and with the assistance of the independent auditors, also monitors the adequacy
of the Company's internal accounting controls. With respect to compensation, the
Compensation Committee determines the compensation of corporate officers, and
will determine the persons entitled to participate in stock option, bonus and
other similar plans. The Board of Directors continues to meet as a whole to
nominate the individuals to be proposed by the Board of Directors for election
as directors of the Company, and has no separate nominating committee.

Each non-employee director is paid an annual retainer of $4,000 plus
$1,000 for each board and board committee meeting attended. Each non-employee
director will be granted an option to purchase 20,000 shares of Common Stock,
with 25% vesting over a 4-year period of service on the Board of Directors. The
Company reimburses the expenses of its non-employee directors in attending Board
meetings. No compensation is paid to any of the employee directors.

There is no family relationship between any nominee and any other
nominee or executive officer of the Company.

EXECUTIVE OFFICERS

The executive officers of the Company are Evan M. Gruber, Chief
Executive Officer; Patrick Van Den Bossche, President; Michael G. Rhodes, Chief
Operating Officer and Shari L. Walgren, Chief Financial Officer. Subject to the
terms of applicable employment agreements, officers serve at the pleasure of the
Board of Directors.

Mr. Rhodes joined the Company's predecessor, Modtech, Inc. in 1988 and
was its controller through 1992. In 1993 he was elected Chief Financial Officer,
and in 1996 was elected Chief Operating Officer. Prior to joining Modtech, Inc.,
Mr. Rhodes worked for a public accounting firm.

Ms. Walgren joined the Company in 1999. Prior to joining the Company,
Ms. Walgren, who is a certified public accountant, worked for a public
accounting firm.

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COMPENSATION OF EXECUTIVE OFFICERS

The following table summarizes the annual and long term compensation
paid by the Company during fiscal years ended December 31, 1998, 1999 and 2000
to those persons who were, as of December 31, 2000 (i) the Chief Executive
Officer and (ii) the other compensated executive officers whose total annual
salary and bonus exceeded $100,000 during the year ended December 31, 2000.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- -------------------- -------
RESTRICTED
STOCK ALL OTHER
SALARY BONUS OTHER AWARDS OPTIONS LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR $ $ $ $ # PAYOUTS $(1)
---- ------- ------- ----- ---------- ------- ------- ------------

Evan M. Gruber 2000 350,000 168,611 -- -- 56,204 -- 5,250
Chief Executive Officer 1999 300,000 87,000 -- -- 127,222 -- 5,000
and Director 1998 200,000 547,546 -- -- 66,778 -- 5,000

Patrick Van Den Bossche 2000 250,000 120,437 -- -- 40,146 -- 5,250
President and Director (2) 1999 250,000 72,000 -- -- 24,000 -- 5,000
1998 -- -- -- -- -- -- --

Michael G. Rhodes 2000 250,000 120,437 -- -- 40,146 -- 5,250
Chief Operating Officer 1999 200,000 58,000 -- -- 56,409 -- 5,000
1998 125,000 153,216 -- -- 51,591 -- 5,000

Shari L. Walgren 2000 110,000 53,492 -- -- 17,664 -- 5,250
Chief Financial Officer (2) 1999 95,000 27,000 -- -- 59,000 -- 4,784
1998 -- -- -- -- -- -- --

(1) The figures shown in the column designated "All Other Compensation"
represent the executive officer's share of the Company's contribution to
the 401(k) plan, see "401(k) Plan."

(2) Mr. Van Den Bossche and Ms. Walgren joined the Company in 1999.

EMPLOYMENT AGREEMENTS

The Company entered into employment agreements in February 1999 with
Messrs. Gruber, Van Den Bossche and Rhodes. These agreements, as amended, are
for five years each, provide for early severance payments of between one and two
years salary and include, among other provisions, base annual salary of $350,000
for Mr. Gruber, $250,000 for Mr. Van Den Bossche, and $250,000 for Mr. Rhodes.
The base salaries are subject to annual percentage increases and each individual
is entitled to earn bonuses of up to 100% of annual base salary. The bonuses are
based on performance and include a cash component and a stock option component
based on performance. Concurrently with the acquisition of SPI Holdings, Inc.,
Mr. Gruber received an option to purchase 50,000 shares of Common Stock. The
option became immediately vested for 10,000 shares and will continue to vest at
the rate of 10,000 shares per year. The option was credited against the stock
option component of bonuses earned by Mr. Gruber in the first year of the
employment agreement. Mr. Gruber's new employment agreement also includes a
buy-out of his previous employment agreement with Modtech, Inc.

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401(k) PLAN

Under the Company's 401(k) Plan, officers and other employees of the
Company may elect to defer up to 12% of their compensation, subject to
limitations under the Internal Revenue Code. The Company makes contributions on
a 50% matching basis. Amounts deferred are deposited by the Company in a trust
account for distribution to employees upon retirement, attainment of age 59-1/2,
permanent disability, death, termination of employment or the occurrence of
conditions constituting extraordinary hardship. For the year ended December 31,
2000, the Company contributed $5,250 each as matching contributions for the
accounts of Mr. Gruber, Mr. Van Den Bossche and Mr. Rhodes and Ms. Walgren.

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STOCK OPTIONS

The Company granted stock options under its 1989 Stock Option Plan (the
"1989 Plan"), its March 1994 Stock Option Plan (the "March 1994 Plan"), its May
1994 Option Plan (the "May 1994 Plan") its 1996 Stock Option Plan (the "1996
Plan") and its 1999 Stock Option Plan (the "1999 Plan"). As of December 31,
2000, options to purchase 1,821,601 shares, at a weighted average exercise price
of $6.96 per share, were outstanding under the Company's Stock Option Plans at
exercise prices ranging from $1.19 to $20.57.

The following table sets forth certain information regarding options
granted by the Company during the year ended December 31, 2000 to the executive
officers of the Company identified in the Summary Compensation Table set forth
above:

OPTIONS GRANTED IN FISCAL YEAR 2000

Potential Realized
Value at Assumed
No. of % of Annual Rates of Stock
Shares Total Price Appreciation
Name Subject to Options For Option Term (3)
of Options Granted to Exercise Expiration ----------------------
Optionee Granted (1) Employees Price (2) Date 5% 10%
-------- ----------- ---------- --------- ---------- -------- --------

Evan M. Gruber 56,204 15% $ 6.00 1/01/2010 $212,078 $537,448
Patrick Van Den Bossche 40,146 11% $ 6.00 1/01/2010 $151,485 $383,894
Michael G. Rhodes 40,146 11% $ 6.00 1/01/2010 $151,485 $383,894
Shari L. Walgren 17,664 5% $ 6.00 1/01/2010 $ 66,653 $168,911

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

(1) Options are exercisable starting 12 months after the grant date with 25%
vesting each year.

(2) The exercise price was the market price of a share of the Company's Common
Stock on the date of grant.

(3) On December 31, 2000, the closing price for a share of the Company's
Common Stock was $7.25.

The following table sets forth information regarding options exercised
during the year ended December 31, 2000 by the executive officers of the Company
identified in the Summary Compensation Table set forth above, as well as the
aggregate value of unexercised options held by such executive officers at
December 31, 2000. The Company has no outstanding stock appreciation rights,
either freestanding or in tandem with options.

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

Value of Unexercised
Number of Unexercised in-the-money Options
Shares Options at Fiscal Year End at Fiscal Year End ($) (1)
Acquired on Value ---------------------------- ----------------------------
Name Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ---------- ----------- ------------- ----------- -------------

Evan M. Gruber 47,994 $ 364,339 525,283 204,663 $2,055,877 $ 70,255
Patrick Van Den Bossche -- -- 93,517 87,318 488,233 212,925
Michael G. Rhodes -- -- 187,422 125,047 375,746 50,183
Shari L. Walgren -- -- 14,750 61,914 -- 22,080

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

(1) Calculated based on the closing price of the Company's Common Stock as
reported on the NASDAQ National Market System on December 31, 2000, which was
$7.25 per share.

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CERTAIN TRANSACTIONS

The Company leases one facility located in Perris, California, and the
land on which the manufacturing facility is located in Lathrop, California, from
general partnerships of which Mr. Gruber owns an approximate 20% interest,
pursuant to standard industrial leases. Under the terms of these leases, the
Company is obligated to pay aggregate annual rentals of $444,000, subject to
escalation in accordance with changes in applicable cost of living indices.

Mr. Gruber owns 33% of the capital stock of Class Leasing, Inc., a
California corporation, in which the Company has no ownership interest. Class
Leasing purchases modular relocatable classrooms from the Company, upon standard
terms and at standard wholesale prices, and leases them to third parties
primarily under three-year leases, cancelable yearly. During the years ended
December 31, 1998, 1999, and 2000, the Company sold modular relocatable
classrooms to Class Leasing, Inc. for aggregate purchase prices of $2,675,457,
$6,271,813 and $4,128,935, respectively, which represented approximately 2%, 4%
and 2% of the its net sales for each of those years.

Messrs. Gruber and Rhodes have personally guaranteed certain of the
obligations of the Company and the repayment of amounts which surety companies
may be required to expend under the terms of performance bonds issued in
connection with manufacturing contracts. No payments have been made to Messrs.
Gruber and Rhodes for the guarantees provided by them.

COMPENSATION COMMITTEE REPORT

Report on Annual Compensation of Executive Officers

It is the policy of the Company's Compensation Committee to establish
compensation levels for the executive officers, which reflect the Company's
overall performance and their performance, responsibilities and contributions to
the long-term growth and profitability of the Company. The committee determines
compensation based on its evaluation of the Company's overall performance,
including various quantitative factors, primarily the Company's financial
performance, sales and earnings against the Company's operating plan, as well as
various qualitative factors such as new product development, the Company's
product and service quality, the extent to which the executive officers have
contributed to forming a strong management team and other factors which the
committee believes are indicative of the Company's ongoing ability to achieve
its long-term growth and profit objectives.

The principal component of the compensation of the executive officers is
their base salaries. The committee also retains the discretion to award bonuses
based on corporate or individual performance. The committee evaluates the
practices of various industry groups, market data, including data obtained from
time to time from outside compensation consultants, and other economic
information to determine the appropriate ranges of base salary levels which will
enable the Company to retain and incentivize the executive officers. Throughout
the year, the committee members review the corporate and individual performance
factors described above. The committee, based upon its review of performance for
the previous year and its review of the Company's operating plan, establishes
salary levels and awards any bonuses to the executive officers.

The Compensation Committee also considers grants of stock options for
the Company's key employees, including executive officers. The purpose of the
stock option program is to provide incentives to the Company's management to
work to maximize shareholder value. The option program also utilizes vesting
periods to encourage key employees to continue in the employ of the Company.
Individual amounts of annual stock option grants are derived based upon review
of competitive compensation practices with respect to the same or similar
executive positions, overall corporate performance and individual performance.

10
12
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS

FISCAL YEAR ENDING
----------------------------------------------------------------------
COMPANY/INDEX/MARKET 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/29/2000
- -------------------- ---------- ---------- ---------- ---------- ---------- ----------

Modtech Holdings Inc 100.00 370.59 917.65 717.65 282.35 341.18

Nonresidential Building Constr 100.00 138.78 194.28 174.23 236.37 95.34

S&P Composite 100.00 122.96 163.98 210.84 255.22 231.98

SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6826

13
The current composition of SIC Code 154 - Nonresidential Building Constr - is
as follows:

ABRAMS INDUSTRIES INC
MAJESTIC
PERINI CORP

STOCK PERFORMANCE GRAPH

The graph set forth below compares the stock price of the Company since
January 1, 1996 against (1) the S&P 500, and (2) the composite of the companies
listed by Media General Financial Services in its non-residential building
construction ("Peer Group"). The graph is based upon information provided to the
Company by Media General Financial Services.

11
15

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership (Forms 3, 4
and 5) with the Securities and Exchange Commission, and to furnish the Company
with copies of all such forms which they file.

To the Company's knowledge, based solely on the Company's review of such
reports or written representations from certain reporting persons that no Forms
5 were required to be filed by those persons, the Company believes that during
the year ended December 31, 2000 filing requirements applicable to the officers
and directors of the Company and other persons subject to Section 16 of the
Exchange Act were complied with.

INDEPENDENT ACCOUNTANTS

KPMG LLP was retained to serve as the Company's independent certified
public accountants for the fiscal year ending December 31, 2000. A
representative of KPMG LLP is expected to be present at the Annual Meeting, and
to be available to respond to any shareholder questions directed to KPMG LLP.
This representative will have an opportunity to make a statement if KPMG LLP so
desires.

Total audit fees for the fiscal year ending December 31, 2000, which
included the year-end audit fee and quarterly reviews, were $133,500. There were
no fees for professional services related to the design and implementation of
financial information systems.

SHAREHOLDER PROPOSALS

In order to be considered for inclusion in the Company's proxy statement
and form of proxy relating to the Company's next annual meeting of shareholders,
proposals by the Company's shareholders intended to be presented at such annual
meeting must be received by the Company no later than March 1, 2002.

ANNUAL REPORTS

The Company's 2000 Annual Report on Form 10-K, which includes audited
financial statements for the fiscal year ended December 31, 2000, is
concurrently being mailed with this proxy statement to shareholders of record on
June 15, 2001. A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000, and any amendments thereto, is available without
charge to any shareholder of the Company upon written request to Evan Gruber,
Chief Executive Officer, Modtech Holdings, Inc., 2830 Barrett Avenue, Perris,
California 92571.

OTHER MATTERS

The Board of Directors knows of no other matters to be presented for
action at the meeting. However, if any matters not included in this Proxy
Statement properly come before the meeting, it is the intention of the person
named in the enclosed proxy to vote under the authority therein given in
accordance with his best judgment.

By Order of the Board of Directors,

Evan M. Gruber, Chief Executive Officer
June 29, 2001

12
16

[Front of Proxy Card]

MODTECH HOLDINGS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Evan M. Gruber as attorney-in-fact and
proxy for the undersigned, with full power of substitution, to represent the
undersigned and vote, as designated below, all of the shares of Common Stock of
Modtech Holdings, Inc. (the "Company") which the undersigned is entitled to vote
at the Company's Annual Meeting of Shareholders to be held on August 7, 2001, or
at any adjournment or continuation thereof.

1. ELECTION OF DIRECTORS:

[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for the nominees listed below

Evan M. Gruber, Robert W. Campbell, Daniel J. Donahoe III, Stanley N. Gaines,
Charles R. Gwirtsman, Charles A. Hamilton, Charles C. McGettigan, Patrick Van
Den Bossche and Myron A. Wick III.

(INSTRUCTION: To withhold authority to vote for any nominee, write the
nominee's name in the space provided below.)

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

2. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment or continuation thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER HEREIN SPECIFIED
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF EACH OF THE EIGHT NOMINEES LISTED ABOVE TO THE
COMPANY'S BOARD OF DIRECTORS, AND IN ACCORDANCE WITH THE DISCRETION OF THE
PROXIES ON ANY OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING.
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[Back of Proxy Card]

Please sign exactly as name appears below,
date and return this card promptly
using the enclosed envelope.
Executors, administrators,
guardians, officers of corporations,
and others signing in a fiduciary
capacity should state their full
titles as such.

Dated ................., 2001

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

--------------------------------------------
Signature (if held jointly)

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.