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

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 toss.240.14a-11(c) orss.240.14a-12

VICOR 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:

(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:

[VICOR CORPORATE LOGO]

April 27, 2001

Dear Stockholder:

You are cordially invited to attend the 2001 Annual Meeting of Stockholders
(the "Annual Meeting") of Vicor Corporation (the "Corporation"). The Annual
Meeting will be held:

DATE: June 28, 2001
TIME: 5:00 P.M. Local Time
PLACE: Andover Country Club
60 Canterbury Street
Andover, Massachusetts

The attached Notice of Annual Meeting and Proxy Statement cover the formal
business of the Annual Meeting. The accompanying Proxy Statement contains a
discussion of the matters to be voted upon at the Annual Meeting. At the Annual
Meeting, your management will report on the operations of the Corporation and
the directors and officers of the Corporation will be available to respond to
appropriate questions from stockholders.

The Board of Directors encourages you to promptly complete, date, sign, and
return your Proxy Card. Return of the Proxy Card indicates your interest in the
Corporation's affairs. If you attend the Annual Meeting and wish to vote your
shares in person you may revoke your proxy at that time.

Sincerely yours,

/s/ Patrizio Vinciarelli
-----------------------------------
PATRIZIO VINCIARELLI
PRESIDENT AND CHAIRMAN OF THE BOARD

VICOR CORPORATION
---------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 28, 2001
---------------

NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders (the
"Annual Meeting") of Vicor Corporation (the "Corporation") will be held on
Thursday, June 28, 2001 at 5:00 p.m., local time, at the Andover Country Club,
60 Canterbury Street, Andover, Massachusetts, for the following purposes:

1. To fix the number of Directors at seven and to elect seven Directors
to hold office until the 2002 Annual Meeting of Stockholders and until their
respective successors are duly elected and qualified; and

2. To consider and act upon any other matters which may be properly
brought before the Annual Meeting and at any adjournments or postponements
thereof.

Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned, or to which the Annual Meeting
may be postponed.

The Board of Directors has fixed the close of business on April 30, 2001 as
the record date for determining the stockholders entitled to receive notice of
and to vote at the Annual Meeting and any adjournments or postponements thereof.
Only stockholders of record at the close of business on that date will be
entitled to receive notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.

You are requested to fill in and sign the enclosed Proxy Card, which is
being solicited by the Board of Directors, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy may be revoked by a writing
delivered to the Corporation stating that the proxy is revoked or by delivery of
a later dated proxy. Stockholders of record who attend the Annual Meeting may
vote in person by notifying the Secretary, even if they have previously
delivered a signed proxy.

By Order of the Board of Directors

MARK A. GLAZER
SECRETARY

Andover, Massachusetts
April 27, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES IN PERSON
IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.

VICOR CORPORATION

25 FRONTAGE ROAD
ANDOVER, MASSACHUSETTS 01810
TELEPHONE (978) 470-2900
-------------------------

PROXY STATEMENT
---------------------

FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 28, 2001

April 27, 2001

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Vicor Corporation (the "Corporation") from
holders of the outstanding shares of capital stock of the Corporation for use at
the 2001 Annual Meeting of Stockholders (the "Annual Meeting") of the
Corporation to be held on Thursday, June 28, 2001 at 5:00 p.m., local time, at
the Andover Country Club, 60 Canterbury Street, Andover, Massachusetts, and at
any adjournments or postponements thereof. At the Annual Meeting, stockholders
will be asked to consider the proposals set forth in this Proxy Statement.

This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are first being sent to stockholders on or about May 18, 2001. The Board of
Directors has fixed the close of business on April 30, 2001 as the record date
for the determination of stockholders entitled to receive notice of and to vote
at the Annual Meeting (the "Record Date"). Only stockholders of record at the
close of business on the Record Date will be entitled to receive notice of and
to vote at the Annual Meeting. As of March 31, 2001, there were outstanding and
entitled to vote 30,301,095 shares of Common Stock and 11,993,348 shares of
Class B Common Stock of the Corporation. Each share of Common Stock entitles the
holder thereof to one vote per share and each share of Class B Common Stock
entitles the holder thereof to ten votes per share. Shares of Common Stock and
Class B Common Stock will vote together as a single class on the proposals set
forth in this Proxy Statement.

Stockholders of the Corporation are requested to complete, date, sign and
return the accompanying Proxy Card in the enclosed postage-prepaid envelope.
Shares represented by a properly executed proxy received prior to the vote at
the Annual Meeting and not revoked will be voted at the Annual Meeting as
directed on the proxy. If a properly executed proxy is submitted and no
instructions are given, the proxy will be voted FOR the fixing of the Board of
Directors at seven and the election of the seven nominees for Directors of the
Corporation named in this Proxy Statement. It is not anticipated that any
matters other than those set forth in this Proxy Statement will be presented at
the Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the discretion of the proxy holders.

A stockholder of record may revoke a proxy at any time before it has been
exercised by (i) filing a written revocation with the Secretary of the
Corporation at the address of the Corporation set forth above; (ii) filing a
duly executed proxy bearing a later date; or (iii) appearing in person,
notifying the Secretary and voting by ballot at the Annual Meeting. Any
stockholder of record as of the Record Date attending the Annual Meeting may
vote in person whether or not a proxy has been previously given, but the
presence (without further action) of a stockholder at the Annual Meeting will
not constitute revocation of a previously given proxy. The presence, in person
or by proxy, of holders of a majority in interest of all stock issued,
outstanding and entitled to vote at the Annual Meeting shall constitute a quorum
for the transaction of business at the Annual Meeting. Shares that reflect
abstentions or "broker non-votes" (i.e., shares held by brokers or other
nominees that are represented at the Annual Meeting but as to which such brokers
or nominees have not received instructions from the beneficial owners or persons
entitled to vote such shares and, with respect to one or more but not all
proposals, such brokers or nominees do not have discretionary voting power to
vote such shares) will be counted for purposes of determining whether a quorum
is present for the transaction of business at the Annual Meeting.

The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Corporation. In addition to the solicitation of proxies by mail,
the Directors, officers and employees of the Corporation may also solicit
proxies personally or by telephone without special compensation for such
activities. The Corporation will also request persons, firms and corporations
holding shares in their names or in the names of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies from
such beneficial owners. The Corporation will reimburse such holders for their
reasonable expenses in connection therewith.

The Corporation's 2000 Annual Report, including financial statements for the
fiscal year ended December 31, 2000, is being mailed to stockholders
concurrently with this Proxy Statement. The Annual Report, however, is not part
of the proxy solicitation materials.

PROPOSAL:

ELECTION OF DIRECTORS

The Board of Directors of the Corporation has nominated the seven
individuals named below for election as Directors. Each of the nominees is
presently serving as a Director of the Corporation. If elected, the nominees
will serve until the 2002 Annual Meeting of Stockholders and until their
respective successors are duly elected and qualified. Properly executed proxies
will be voted for the nominees named below unless otherwise specified in the
proxy. The Board of Directors anticipates that each of the nominees, if elected,
will serve as a Director. However, if any person nominated by the Board of
Directors fails to stand for election or is unable to accept election, proxies
solicited hereby will be voted either for the election of another person
designated by the Board of Directors or to fix the number of Directors at a
lesser number and elect the nominees able and willing to serve. A plurality of
the votes cast by the holders of Common Stock and Class B Common Stock, voting
together as a single class, for a nominee for Director shall elect such nominee.
Accordingly, abstentions, broker non-votes and votes withheld from any Director
will have no effect on this proposal. Holders of voting rights sufficient to
elect each of the nominees named below have indicated an intention to vote in
favor of such nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE
NOMINEES.

INFORMATION REGARDING NOMINEES

The following sets forth certain information as of March 31, 2001 with
respect to the seven nominees for election to the Board of Directors.
Information regarding the beneficial ownership of shares of the capital stock of
the Corporation by such persons is set forth in the section of this Proxy
Statement entitled "Principal and Management Stockholders." There is no family
relationship among any of the Directors or executive officers of the
Corporation.

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
- -------------------- --- -------------- ----------------------------------------

Patrizio Vinciarelli... 54 1981 Chairman of the Board, President and Chief Executive Officer
of the Corporation.

Estia J. Eichten....... 54 1981 Senior Scientist with the Fermi National Accelerator Laboratory in
Batavia, Illinois; President of VLT Corporation, a wholly-owned
subsidiary of the Corporation, from 1987 to July 2000. Mr. Eichten
is currently a Director of VLT, Inc., a wholly-owned subsidiary of
the Corporation.

Jay M. Prager......... 54 1993 Senior Vice President, Technology of the Corporation.

Barry Kelleher....... 52 1999 Senior Vice President, Global Operations of the Corporation.

INFORMATION REGARDING NOMINEES (CONTINUED)

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
- -------------------- --- -------------- ----------------------------------------

David T. Riddiford... 65 1984 General Partner of the general partner of PR Venture Founders,
Limited Partnership, a venture capital affiliate of Pell, Rudman &
Co., Inc., an investment advisory firm, since 1987; general partner
of the general partner of Venture Founders Capital, a venture
capital partnership, since 1984. Mr. Riddiford is currently a
Director of Datawatch Corporation, a provider of enterprise
reporting and business intelligence solutions and support center
software.

M. Michael Ansour.. 47 1993 Managing Partner of March Partners LLC, an investment limited
partnership in New York City, since 1992.

Samuel Anderson.... 44 2001 Vice President of Corporate Business Development of ON
Semiconductor Corporation since the company was founded in 1999.
Director of Operations of Motorola, Inc.'s Components Mixed Signal
Operations and various positions in Motorola's Semiconductor
Products Sector from 1984 to 1999. Mr. Anderson was appointed to
the Board of Directors in March 2001.

The Corporation's Board of Directors held five meetings during the fiscal
year ended December 31, 2000. Each of the Directors attended more than 75% of
the total number of meetings of the Board of Directors and meetings of the
committees of the Board of Directors on which he served during 2000. The Board
of Directors has established an Audit Committee and an Executive Compensation
Committee. The Board of Directors does not have a standing nominating committee.
The full Board of Directors performs the function of such a committee.

AUDIT COMMITTEE - The Board of Directors has established and will continue
to have an Audit Committee that complies with the listing standards of the
National Association of Securities Dealers ("NASD"). During 2000, the Audit
Committee was composed of Messrs. Ansour, Eichten and Riddiford. Upon his
appointment to the Board of Directors in March 2001, Mr. Anderson replaced Mr.
Eichten on the Audit Committee. Information regarding the functions performed by
the Audit Committee and the number of meetings held during the fiscal year is
set forth in the section of this Proxy Statement entitled "Report of the Audit
Committee." The Audit Committee is governed by a written charter approved by the
Board of Directors. A copy of this charter is included in Appendix A to this
Proxy Statement. The Board of Directors has determined that the members of the
Audit Committee are "independent" under the rules of the NASD listing standards.

EXECUTIVE COMPENSATION COMMITTEE - The Executive Compensation Committee is
composed of Messrs. Eichten, Riddiford and Ansour. The Executive Compensation
Committee is responsible for establishing salaries, bonuses and other
compensation for the officers of the Corporation and administering the
Corporation's stock option and bonus plans pursuant to authority delegated to it
by the Board of Directors. The Executive Compensation Committee met once in
2000.

DIRECTORS' COMPENSATION

Directors of the Corporation do not currently receive cash compensation for
their service on the Board of Directors. In 2000, each employee Director, other
than any Director who held in excess of 10% of the total number of shares of the
capital stock of the Corporation (i.e., Mr. Vinciarelli), and each non-employee
Director received a discretionary grant of non-qualified stock options upon
election as a Director under the Corporation's 1998 Stock Option and Incentive
Plan (the "1998 Plan"). Each non-employee Director and each employee Director
received non-qualified stock options to purchase up to 2,838 and 1,419 shares,
respectively, of Common Stock. Forty percent of these options became exercisable
seven months after the date of grant, with the remainder vesting in three equal
annual installments of 20% thereafter. All such options are exercisable at a
price per share equal to $33.00, the last reported sale price per share of
Common Stock on the date of grant.

EXECUTIVE OFFICERS

Executive officers hold office until the first meeting of the Board of
Directors following the next annual meeting of stockholders and until their
successors are elected and qualified or until their earlier death, resignation
or removal. The following persons are the executive officers of the Corporation.

Patrizio Vinciarelli, 54, Chairman of the Board, President and Chief
Executive Officer. Dr. Vinciarelli founded the Corporation in 1981 and has
served as Chairman, President, and Chief Executive Officer since that time.

Jay M. Prager, 54, Senior Vice President, Technology since 1991. Mr. Prager
held the position of Vice President, Systems Engineering from 1987 to 1991.
Prior to joining the Corporation in 1987, Mr. Prager was Director, New Product
Development, at the Modicon Division of Gould, Inc., a manufacturer of
industrial control equipment, where he spent a total of nine years in various
engineering and engineering management roles.

Barry Kelleher, 52, Senior Vice President, Global Operations since March
1999. Mr. Kelleher held the position of Senior Vice President, International
Operations from 1993 to 1999. Prior to joining the Corporation in 1993, Mr.
Kelleher was employed at Computer Products Inc., a manufacturer of power
conversion products, since 1981, where he held the position of Corporate Vice
President and President of the Power Conversion Group.

David W. Nesbitt, 55, Senior Vice President, North and South American Sales
since 1995. Mr. Nesbitt held the position of Vice President, Sales from 1989 to
1992 and Vice President, North American Sales from 1992 to 1995. Prior to
joining the Corporation in 1989, Mr. Nesbitt was employed at Siliconix, Inc., a
manufacturer of integrated circuits, from 1981 to 1989, where he held the
position of Central Area Manager from 1981 to 1986, at which time he was
promoted to Director, North American Sales.

Mark A. Glazer, 48, Chief Financial Officer, Treasurer, and Secretary since
1997. From April 1998 to March 1999, Mr. Glazer was Acting Vice President,
Operations. Mr. Glazer held the position of Vice President, Finance from 1993 to
1997 and Controller of the Corporation from 1988 to 1993. From 1983 to 1988, Mr.
Glazer was employed by Analog and Digital Systems, Inc., a manufacturer of home
and automotive stereo equipment, where he was Controller from 1983 to 1986 and
Treasurer from 1986 to 1987, after which time he was promoted to Vice President,
Finance.

Larry C. Gretzinger, 53, Vice President, Quality since 1997. Prior to
joining the Corporation in 1997, Mr. Gretzinger was employed at Racal-Datacom,
Inc., a designer, manufacturer and service provider of data communications
equipment, where he held the position of Vice President, Corporate Quality from
1994 to 1997. Previous positions during his eight year tenure at Racal-Datacom,
Inc. included Director, Quality; Manager, Quality Systems; and Manager, Master
Scheduling.

Thomas A. St. Germain, 63, Vice President, Financial Services since 1998.
From 1993 to 1998, Mr. St. Germain was employed at Summa Four, Inc., a
manufacturer of specialized digital switches, where he held the position of
Senior Vice President, Chief Financial Officer and Treasurer.

H. Allen Henderson, 53, Vice President, Vicor Corporation since 1999;
President, Westcor Division since March 1999; and President and Chief Executive
Officer, VLT, Inc. since July 2000. Mr. Henderson held the position of General
Manager of the Westcor Division from 1987 to 1999 and Sales Manager from 1985 to
1987. Prior to joining the Corporation in 1985, Mr. Henderson was employed at
Boschert, Inc., a manufacturer of power supplies, since 1984, where he held the
position of Director of Marketing.

Douglas W. Richardson, 53, Vice President, Chief Information Officer since
November 2000. From 1996 to 2000, Mr. Richardson held the position of Director,
Application Development and Manager, Computer Integrated Manufacturing of the
Corporation from 1994 to 1996. Prior to joining the Corporation in 1994, Mr.
Richardson was a Program Manager and Director of Quality Management from 1982 to
1994 for ITP Systems, a subsidiary of PricewaterhouseCoopers, specializing in
manufacturing automation systems.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table sets forth the beneficial ownership of the Corporation's
Common Stock and Class B Common Stock held by (i) each person or entity that is
known to the Corporation to be the beneficial owner of more than five percent of
the
4

outstanding shares of either class of the Corporation's common stock, (ii) each
Director of the Corporation, (iii) each of the executive officers of the
Corporation named in the Summary Compensation Table, and (iv) all Directors and
executive officers as a group, based on representations of the Directors and
executive officers of the Corporation as of March 1, 2001, a review of filings
on Schedules 13D, 13F and 13G under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and holdings reported by the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") as of December 31,
2000. Except as otherwise specified, the named beneficial owner has sole voting
and investment power over the shares. The information in the table reflects
shares outstanding of each class of common stock on March 1, 2001, and does not,
except as otherwise indicated below, take into account conversions after such
date of shares of Class B Common Stock into Common Stock. Subsequent conversions
of Class B Common Stock into Common Stock will increase the voting control of
persons who retain shares of Class B Common Stock. The percentages have been
determined as of March 1, 2001 in accordance with Rule 13d-3 under the Exchange
Act, and are based on a total of 42,286,655 shares of common stock that were
outstanding on such date, of which 30,293,307 were shares of Common Stock
entitled to one vote per share and 11,993,348 were shares of Class B Common
Stock entitled to 10 votes per share. Each share of Class B Common Stock is
convertible into one share of Common Stock at any time upon the election of the
holder thereof.

PERCENT OF
TOTAL PERCENT OF CLASS B
NUMBER OF COMMON STOCK COMMON STOCK PERCENT
SHARES BENEFICIALLY BENEFICIALLY BENEFICIALLY OF VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OWNED (2) (3) OWNED OWNED POWER
---------------------------------------- ------------- ----- ----- -----

Patrizio Vinciarelli........................... 20,970,570 32.8% 91.9% 80.0%
Estia J. Eichten............................... 1,279,050 (4) 1.9% 5.8% 5.0%
M. Michael Ansour.............................. 28,136 * * *
David T. Riddiford............................. 108,538 (5) * * *
Jay M. Prager.................................. 19,643 * * *
David W. Nesbitt............................... 75,565 * * *
Barry Kelleher................................. 17,054 * * *
Samuel Anderson................................ 0 * * *
All Directors and executive officers as a group
(13 persons)............................... 22,550,069 35.5% 97.8% 85.2%

David R. Wilmerding, III (6)
c/o Nevis Capital Management, Inc. 3,319,173 11.0% * 2.2%
1119 St. Paul Street, Baltimore, MD 21202...

John Hancock Advisers, Inc.
101 Huntington Avenue, Boston, MA 02199..... 1,827,450 6.0% * 1.2%

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

* Less than 1%

(1) The address of Mr. Eichten is: c/o Fermi National Accelerator Laboratory,
Kirk Road and Pine Street, Batavia, IL 60510. The address of each other
person named in the table, but not specified therein, is: c/o Vicor
Corporation, 25 Frontage Road, Andover, MA 01810.

(2) Includes shares issuable upon the exercise of options to purchase Common
Stock that are exercisable or will become exercisable on or before May 1,
2001 in the following amounts: Mr. Vinciarelli, 16,368 shares of Common
Stock; Mr. Eichten, 11,136 shares of Common Stock; Mr. Ansour, 9,136 shares
of Common Stock; Mr. Riddiford, 11,136 shares of Common Stock; Mr. Prager,
19,347 shares of Common Stock; Mr. Nesbitt, 75,565 shares of Common Stock;
Mr. Kelleher, 16,504 shares of Common Stock; and all Directors and
executive officers as a group, 210,405 shares of Common Stock.

(3) The calculation of the total number of Common Stock shares beneficially
owned includes the following: for Mr. Vinciarelli, 11,023,648 shares of
Class B Common Stock; for Mr. Eichten, 690,700 shares of Class B Common
Stock; for Mr. Ansour, 18,000 shares of Class B Common Stock; and for all
Directors and executive officers as a group, 11,732,348 shares of Class B
Common Stock.

(4) Includes 8,750 shares of Common Stock beneficially owned by Mr. Eichten's
spouse as to which Mr. Eichten disclaims beneficial ownership. In addition,
Mr. Eichten is a trustee of the Belle S. Feinberg Memorial Trust, which
holds 70,700 shares of Common Stock as to which Mr. Eichten disclaims
beneficial ownership.

(5) Includes 4,500 shares of Common Stock beneficially owned by Mr. Riddiford's
spouse as to which Mr. Riddiford disclaims beneficial ownership.

(6) Information reported is based upon a Schedule 13G/A filed on March 22,
2001. This Schedule 13G/A indicates that the reporting person (i) has sole
dispositive and sole voting power with respect to 153,500 of the shares,
and (ii) shares dispositive and voting power with respect to 3,165,673 of
the shares with Nevis Capital Management, Inc. and Jon C. Baker. David R.
Wilmerding, III and Jon C. Baker each control 50% of Nevis Capital
Mangement, Inc., a registered investment advisor under the Investment
Advisers Act of 1940.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows for the fiscal years ended December 31, 1998, 1999
and 2000 the compensation paid by the Corporation to the Chief Executive Officer
and the other four most highly compensated executive officers who earned more
than $100,000 during 2000.

ANNUAL COMPENSATION
--------------------------------------
LONG TERM
COMPENSATION
AWARDS
-----------------
OTHER ANNUAL SHARES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS (#)
- --------------------------- ---- ------- ----- ---------------- -----------

Patrizio Vinciarelli.......................... 2000 $ 228,846 $ -- $ 9,784 8,030
President and Chief 1999 213,846 -- 9,435 12,370
Executive Officer 1998 198,846 -- 9,515 7,389

Jay M. Prager................................. 2000 194,231 -- 9,490 7,362
Sr. Vice President, 1999 184,154 -- 9,686 18,335
Technology 1998 173,154 -- 5,290 7,038

David W. Nesbitt.............................. 2000 175,154 58,666 9,080 3,923
Sr. Vice President, 1999 164,231 15,868 9,452 6,857
North and South American Sales 1998 154,230 21,744 9,039 2,683

Barry Kelleher................................ 2000 186,077 44,114 9,093 4,955
Sr. Vice President, 1999 173,462 5,151 9,034 17,000
Global Operations 1998 154,230 14,540 14,172 6,805

H. Allen Henderson............................ 2000 164,523 -- 8,769 6,302
Vice President, Vicor Corporation 1999 157,123 -- 6,888 9,863
President, Westcor Division 1998 149,126 -- 7,230 4,203
President, VLT, Inc.

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

(1) This column sets forth the cost of providing certain perquisites and
benefits to the named executive officers. The amounts shown relate
primarily to automobile allowances, which were as follows: for Mr.
Vinciarelli, $8,043 in 2000, $9,247 in 1999, and $9,242 in 1998; Mr.
Prager, $9,240 in 2000, $9,498 in 1999, and $5,017 in 1998; Mr. Nesbitt,
$8,043 in 2000, $8,005 in 1999, and $8,044 in 1998; Mr. Kelleher, $8,180 in
2000, $7,875 in 1999, and $8,007 in 1998; and Mr. Henderson, $7,200 in
2000, $6,700 in 1999, and $6,000 in 1998.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth each grant of stock options during the fiscal
year ended December 31, 2000 to the Chief Executive Officer and each other
executive officer named in the Summary Compensation Table. All stock options
granted in 2000 were options to purchase shares of the Corporation's Common
Stock. No stock appreciation rights ("SARs") have been granted by the
Corporation. The table also shows the value of the options at the end of the
option terms assuming the price of the Corporation's Common Stock appreciates
annually by 5% and 10%, respectively. The options will only have value if they
are exercised, and that value will depend entirely on the share price on the
exercise date. Potential realizable values are based on assumed compound annual
appreciation rates specified by the Securities and Exchange Commission and are
not intended to forecast possible future appreciation, if any, of the price of
the Common Stock. There is no assurance that the price of the Common Stock will
appreciate at the rates shown in the table. If the price of the Common Stock
appreciates, the value of the Common Stock held by all stockholders will
increase. A total of 1,293,937 options to purchase Common Stock were granted to
the Corporation's employees during fiscal year ended December 31, 2000.

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

Patrizio Vinciarelli.... 1,463 (1) 0.11% $20.50 4/12/2010 $ 18,861 $47,799
3,285 (2) 0.25 20.50 5/12/2003 10,928 22,995
1,663 (3) 0.13 39.94 8/17/2003 10,789 22,704
1,619 (4) 0.13 43.81 11/11/2003 11,521 24,245

Jay M. Prager........... 976 (1) 0.08 20.50 4/12/2010 12,583 31,888
2,546 (2) 0.20 20.50 5/12/2003 8,470 17,822
1,289 (3) 0.10 39.94 8/17/2003 8,362 17,598
1,132 (4) 0.09 43.81 11/11/2003 8,055 16,952
1,419 (5) 0.11 33.00 7/29/2003 7,599 15,990

David W. Nesbitt........ 1,073 (1) 0.08 20.50 4/12/2010 13,833 35,057
1,436 (1) 0.11 20.50 4/12/2010 18,513 46,917
764 (6) 0.06 39.94 7/17/2010 19,190 48,632
650 (7) 0.05 43.81 10/11/2010 17,909 45,384

Barry Kelleher.......... 1,171 (1) 0.09 20.50 4/12/2010 15,097 38,259
1,221 (1) 0.09 20.50 4/12/2010 15,742 39,892
618 (6) 0.05 39.94 7/17/2010 15,523 39,338
526 (7) 0.04 43.81 10/11/2010 14,492 36,726
1,419 (5) 0.11 33.00 7/29/2003 7,599 15,990

H. Allen Henderson.... 732 (1) 0.06 20.50 4/12/2010 9,437 23,916
2,095 (2) 0.16 20.50 5/12/2003 6,969 14,665
563 (3) 0.04 39.94 8/17/2003 3,652 7,686
2,912 (4) 0.23 43.81 11/11/2003 20,722 43,607

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

(1) These options were granted on April 12, 2000 and become exercisable in five
equal annual installments on each anniversary of the date of grant.

(2) These options were granted on April 12, 2000, of which forty percent of the
options became exercisable seven months after the date of grant, with the
remainder vesting in three equal annual installments of 20% thereafter.

(3) These options were granted on July 17, 2000, of which forty percent of the
options became exercisable seven months after the date of grant, with the
remainder vesting in three equal annual installments of 20% thereafter.

(4) These options were granted on October 11, 2000, of which forty percent of
the options become exercisable seven months after the date of grant, with
the remainder vesting in three equal annual installments of 20% thereafter.

(5) These options were granted on June 29, 2000, of which forty percent of the
options became exercisable seven months after the date of grant, with the
remainder vesting in three equal annual installments of 20% thereafter.

(6) These options were granted on July 17, 2000 and become exercisable in five
equal annual installments on each anniversary of the date of grant.

(7) These options were granted on October 11, 2000 and become exercisable in
five equal annual installments on each anniversary of the date of grant.

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

The following table sets forth the shares acquired and the value realized
upon exercise of options to purchase Common Stock during the fiscal year ended
December 31, 2000 by the Chief Executive Officer and each other executive
officer named in the Summary Compensation Table and certain information
concerning the number and value of unexercised options.

Number of Shares VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY
OPTIONS AT FISCAL YEAR END (#) OPTIONS AT FISCAL YEAR END ($) (1)
SHARES ACQUIRED VALUE ------------------------------ ----------------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- ------------- ----------- -------------

Patrizio Vinciarelli......... 3,566 $ 36,017 14,656 17,450 $ 181,294 $ 180,062
Jay M. Prager................ 94,581 3,725,388 17,027 22,986 195,620 241,938
David W. Nesbitt............. 15,920 672,482 74,562 10,228 1,670,108 118,140
Barry Kelleher............... 51,867 1,718,255 14,942 20,190 262,023 254,299
H. Allen Henderson........ 16,975 564,876 5,639 17,761 63,277 198,432

- ----------

(1) Equal to the aggregate market value of shares covered by in-the-money
options on December 31, 2000 (based on the last reported sale price of the
Corporation's Common Stock on NASDAQ on December 29, 2000 of $30.375 per
share), less the aggregate option exercise price. Options are in-the-money
if the market value of the shares covered thereby is greater than the option
exercise price.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Executive Compensation Committee of the Board of Directors of the
Corporation (the "Compensation Committee") consists of David T. Riddiford, Estia
J. Eichten, and M. Michael Ansour. Messrs. Riddiford and Ansour are non-employee
Directors, while Mr. Eichten served as President of VLT Corporation through June
30, 2000. The Compensation Committee establishes the terms of and grants awards
under the Corporation's 1993 Stock Option Plan (the "1993 Plan"), the 1998 Plan,
the 2000 Stock Option and Incentive Plan (the "2000 Plan") and other benefit
plans. The Compensation Committee also approves compensation policies for
executive officers.

COMPENSATION POLICIES FOR EXECUTIVE OFFICERS

The Corporation's compensation program for executive officers currently
consists primarily of a base salary and awards of stock options. In addition to
base salary, the Corporation provides certain benefits to executive officers,
such as the use of automobiles or automobile allowances, and enhanced health
insurance coverage, that are not available to employees generally. Salary levels
for executive officers are proposed by management and approved by the
Compensation Committee.

The primary element of the Corporation's incentive compensation program has
been the granting of options to purchase shares of the Corporation's Common
Stock under the Corporation's 1993 Plan, 1998 Plan and 2000 Plan. Substantially
all of the Corporation's employees, including its executive officers,
participate in the Corporation's 1993 Plan, in the 1998 Plan and in the 2000
Plan. The 1993 Plan, the 1998 Plan and the 2000 Plan are designed to give each
participating employee an ownership interest in the Corporation and to align the
interests of the employees with those of the Corporation's stockholders.

Stock options are granted to employees and executive officers based upon
guidelines established by the Board of Directors and the Compensation Committee.
The number of continuation option awards ("Continuation Awards") granted to
executive officers in 2000 was based on a formula that calculates the quotient
obtained by dividing (A) the product of two times the executive officer's merit
salary increase (based on the executive officer's performance review) by (B) the
market value per share of the Corporation's Common Stock on the date of grant.
The number of options to be granted was approved by the Compensation Committee,
and was not based on any corporate or business unit performance measures. All
Continuation Awards were made with a five-year vesting schedule.

In addition to Continuation Awards under the 1993 Plan, the 1998 Plan and
the 2000 Plan, the Corporation began a new Quarterly Profit Option Plan (the
"QPOP") in 2000. Options under the QPOP are granted to all eligible employees
and officers under the 1993 Plan, the 1998 Plan and the 2000 Plan. Under the
QPOP, the number of shares available for grant each quarter is based on a
formula, which calculates the quotient obtained by dividing (A) the sum of (1)
50% of the current quarter's net income plus (2) two times the change in net
income between the current quarter and the prior year quarter, by (B) the market
value per share of the Corporation's Common Stock on the date of grant. Options
granted under the QPOP are based upon an employee's salary and length of
service. For eligible employees and officers, their portion of the QPOP option
award is determined by calculating their percentage of the employee salary pool.
For eligible employees and officers having less than five years of service, a
rate of 40% of base salary is used. The rate increases to 50% at five years of
service, then increases an additional 2% for each year of service up to a
maximum of 70% at 15 years of service. Forty percent of the options become
exercisable in seven months, with the remainder vesting in three equal annual
installments of 20% thereafter. Each quarter, 15% of the options available under
the QPOP are reserved for Outstanding Contributor awards for eligible employees
and officers. These awards are intended to recognize and reward employees or
teams of employees for contributions beyond expected job performance.
Nominations are submitted by department managers and supervisors, which are
reviewed and approved by a Review Committee designated by the Corporation's
officers. These options become exercisable in five equal annual installments.
All options granted under the QPOP, including the Outstanding Contributor
awards, are approved by the Compensation Committee.

Finally, to the extent applicable to the Corporation, the Compensation
Committee intends to review and to take any necessary and appropriate steps to
ensure that the Corporation complies with certain income tax regulations, which,
if not satisfied, would limit the deductibility of executive compensation above
specified amounts.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

The Compensation Committee approves the annual salary for Mr. Vinciarelli,
the Corporation's Chief Executive Officer. The Compensation Committee does not
have specific criteria, either in terms of individual or corporate performance,
in evaluating the base salary of the Chief Executive Officer. In light of the
relatively low cash compensation paid to the Chief Executive Officer, the
Compensation Committee has not attempted to relate compensation of the Chief
Executive Officer to the performance of the Corporation. Based on salary data
from surveys and other sources, the Compensation Committee believes that the
Chief Executive Officer's salary is at the lower end of the range of salaries
for CEOs of comparable companies.

In 2000, the Compensation Committee determined to include Mr. Vinciarelli in
the granting of stock options described above as "QPOP" options. However, as in
prior years, the Corporation continued to exclude Mr. Vinciarelli from the
granting of Continuation Awards because of Mr. Vinciarelli's significant stock
holdings in the Corporation and the practice of basing such awards on
performance reviews that were typically prepared by Mr. Vinciarelli.

SUBMITTED BY THE EXECUTIVE COMPENSATION COMMITTEE:
M. Michael Ansour
Estia J. Eichten
David T. Riddiford

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Eichten, Riddiford, and Ansour serve on the Compensation Committee.
Mr. Eichten served as President of VLT Corporation, the Corporation's licensing
subsidiary, through June 30, 2000, but received no compensation for such
service. Messrs. Riddiford and Ansour do not serve as officers of the
Corporation. The Corporation is not aware of any compensation committee
interlocks.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the Corporation's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments and the
clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Corporation's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the Corporation, including the
matters in the written disclosures required by the Independence Standards Board,
and considered the compatibility of nonaudit services with the auditors'
independence.

The Audit Committee discussed with the independent auditors the overall
scope and plans for their audit. The Audit Committee meets with the independent
auditors, with and without management present, to discuss the results of their
examination, their evaluation of the Corporation's internal controls, and the
overall quality of the Corporation's financial reporting. The Audit Committee
held four meetings during fiscal 2000.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board approved) that
the audited financial statements be included in the Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000 for filing with the Securities
and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE:
M. Michael Ansour
Estia J. Eichten
David T. Riddiford

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has reappointed Ernst & Young LLP as independent
auditors to audit the financial statements of the Corporation for the current
fiscal year. During the year ended December 31, 2000, the Corporation paid the
following fees to Ernst & Young LLP:

AUDIT FEES $152,000
AUDIT RELATED FEES $ 28,000
FINANCIAL INFORMATION SYSTEMS
DESIGN AND IMPLEMENTATION FEES $ -
ALL OTHER FEES $199,000

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Vinciarelli, the President and Chief Executive Office of the
Corporation, has borrowed funds from the Corporation pursuant to a series of
unsecured term notes. The notes have terms of five years and are due at various
dates through March 2006. The notes bear interest at the greater of the prime
borrowing rate less 1%, or the applicable federal rate under the Internal
Revenue Code of 1986, as amended. The largest aggregate amount of all
indebtedness outstanding at anytime during 2000 was $1,623,984, including
accrued interest. The aggregate amount of all loans outstanding as of April 17,
2001 was approximately $1,762,000 including accrued interest.

STOCKHOLDER RETURN PERFORMANCE GRAPH

The graph set forth below presents the cumulative, five-year stockholder
return for each of the Corporation's Common Stock, the Standard & Poor's 500
Index and an index of peer group companies selected by the Corporation (the
"Peer Group"). The Peer Group consists of the following eight publicly-traded
companies in the specialty electronic component industry: Analog Devices
Incorporated; Cypress Semiconductor Corporation; Dallas Semiconductor
Corporation; Integrated Device Technology Incorporated; Intel Corporation;
Linear Technology Corporation; LSI Logic Corporation and Xilinx Incorporated.
One company historically selected by the Corporation for inclusion in the Peer
Group (i.e., Burr Brown Corporation) was acquired in 2000. The Corporation has
determined not to replace Burr Brown Corporation in its Peer Group. The
Corporation's Common Stock began trading publicly on April 3, 1990. The graph
assumes an investment of $100 on December 31, 1995 in each of the Corporation's
Common Stock, the Standard & Poor's 500 Index and the Peer Group, and assumes
reinvestment of all dividends. The graph is market capitalization-weighted. The
historical information set forth below is not necessarily indicative of future
performance.

COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG VICOR CORPORATION, S&P 500 INDEX
AND AN INDEX OF PEER GROUP COMPANIES

[PERFORMANCE GRAPH]

MEASUREMENT PERIOD VICOR S&P PEER GROUP
(FISCAL YEAR COVERED) CORPORATION 500 INDEX COMPANIES
- --------------------------------------------------------------------------------
Measurement Pt-12/31/95 $100.00 $100.00 $100.00
FYE 12/31/96 $ 83.43 $122.96 $202.35
FYE 12/31/97 $135.63 $163.98 $215.50
FYE 12/31/98 $ 45.00 $210.84 $352.63
FYE 12/31/99 $202.50 $255.22 $532.54
FYE 12/31/00 $151.88 $231.98 $413.25

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Corporation's executive
officers and Directors, and persons who own more than 10% of a registered class
of the Corporation's equity securities (collectively, "Insiders"), to file
reports of ownership and changes in ownership with the SEC and NASDAQ. Insiders
are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file. To the Corporation's knowledge, based solely on a
review of copies of such reports and written representations that no other
reports were required during the fiscal year ended December 31, 2000, all
transactions in the Corporation's securities that were engaged in by Insiders,
and therefore required to be disclosed pursuant to Section 16(a) of the Exchange
Act, were timely reported.

INDEPENDENT AUDITORS

The Corporation has selected Ernst & Young LLP as the independent auditors
for the Corporation for the fiscal year ending December 31, 2001. A
representative of Ernst & Young LLP is expected to be present at the Annual
Meeting and will be given the opportunity to make a statement. The
representative is expected to be available to respond to appropriate questions.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2002 Annual Meeting of
Stockholders must be received by the Corporation on or before December 28, 2001
in order to be considered for inclusion in the Corporation's proxy statement.
These proposals must also comply with the rules of the SEC governing the form
and content of proposals in order to be included in the Corporation's proxy
statement and form of proxy and should be directed to: Vicor Corporation, 25
Frontage Road, Andover, Massachusetts 01810, Attention: Secretary. It is
suggested that any stockholder proposal be transmitted by certified mail, return
receipt requested.

Proxies solicited by the Board of Directors will confer discretionary voting
authority with respect to stockholder proposals, other than proposals to be
considered for inclusion in the Corporation's proxy statement described above,
that the Corporation receives at the above address after April 3, 2002. These
proxies will also confer discretionary voting authority with respect to
stockholder proposals, other than proposals to be considered for inclusion in
the Corporation's proxy statement described above, that the Corporation receives
on or before April 3, 2002, subject to SEC rules governing the exercise of this
authority.

APPENDIX A.

VICOR CORPORATION
AUDIT COMMITTEE CHARTER

ORGANIZATION

This charter governs the operations of the audit committee. The committee shall
review and reassess this charter at least annually, and this charter, with any
changes recommended by the committee, shall be approved annually by the Board of
Directors. The committee shall be appointed by the Board of Directors and shall
comprise at least three directors, each of whom are independent of management
and the Company. Members of the committee shall be considered independent if
they have no relationship that may interfere with the exercise of their
independence from management and the Company. All committee members shall be
financially literate, (or shall become financially literate within a reasonable
period of time after appointment to the committee) and at least one member shall
have accounting or related financial management expertise.

STATEMENT OF POLICY

The audit committee shall provide assistance to the Board of Directors in
fulfilling the Board's oversight responsibility to the stockholders relating to
the Company's financial statements and the financial reporting process, the
systems of internal accounting and financial controls, the annual independent
audit of the Company's financial statements and the legal compliance and ethics
programs as established by management and the board. In so doing, it is the
responsibility of the committee to maintain free and open communication between
the committee, independent auditors and management of the Company. In
discharging its duties, the committee is empowered to investigate any matter
which comes to its attention with full access to all books, records, facilities
and personnel of the Company and the power to retain outside counsel, or other
experts for this purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of its
activities to the Board. Management is responsible for preparing the Company's
financial statements and the independent auditors are responsible for auditing
those financial statements. The committee in carrying out its responsibilities
believes its policies and procedures should remain flexible, in order to best
react to changing conditions and circumstances. The committee should take the
appropriate actions to set the overall corporate "tone" for quality financial
reporting, sound business risk practices and ethical behavior.

The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement them as
appropriate to comply with applicable law or the rules of the National
Association of Securities Dealers ("NASD").

o The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of the
Company's shareholders. The committee shall have the authority and
responsibility to evaluate and, where appropriate, recommend to the Board
the replacement of the independent auditors. The committee shall discuss
with the auditors their independence from management and the Company and
the matters included in the formal written statement from the independent
auditors delineating all relationships between the independent auditors and
the Company, as required by the Independence Standards Board. Annually, the
committee shall review and recommend to the Board the selection of the
Company's independent auditors.

o The committee shall discuss with the independent auditors the overall scope
and plans for their reviews of the Company's financial statements,
including the adequacy of staffing and compensation. Also, the committee
shall discuss with management and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the
Company's system to monitor and manage business risk and legal and ethical
compliance programs. Further, the committee shall meet separately with the
independent auditors, with and without management present, to discuss the
results of their examinations.

A-1

o The committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. Also, the committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards. The chair of the committee may represent the entire committee
for the purposes of this review.

o The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the
filing of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments and the clarity of the disclosures in the financial statements.
Also, the committee shall discuss the results of the annual audit and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.

A-2

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ------------------------- 1. Proposal to elect the following Directors:
VICOR CORPORATION
- ------------------------- (01) M. Michael Ansour (05) David T. Riddiford
COMMON STOCK (02) Estia J. Eichten (06) Patrizio Vinciarelli
(03) Barry Kelleher (07) Samuel Anderson
(04) Jay M. Prager

For All With- For All
Nominees hold Except
[ ] [ ] [ ]

IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A
PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NAME(S) OF
THE NOMINEE(S). YOUR SHARES WILL BE VOTED FOR
THE REMAINING NOMINEE(S).

--------- Mark box at right if an address [ ]
change or comment has been noted on
the reverse side of this card.

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------

- ---Stockholder sign here-------Co-owner sign here---

Detach Card Detach Card

VICOR CORPORATION

Dear Stockholder,

Please take note of the important information enclosed with this Proxy Card,
which includes issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this Proxy Card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage-prepaid envelope.

Your vote must be received prior to the 2001 Annual Meeting of Stockholders on
June 28, 2001.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Vicor Corporation

Form of Proxy

COMMON VICOR CORPORATION COMMON

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - JUNE 28, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

The undersigned hereby constitutes and appoints Patrizio Vinciarelli and Mark A.
Glazer, and each of them, as Proxies of the undersigned, with full power to
appoint his substitute, and authorizes each of them to represent and to vote all
shares of Common Stock of Vicor Corporation (the "Corporation") held by the
undersigned at the close of business on April 30, 2001, at the 2001 Annual
Meeting of Stockholders to be held at the Andover Country Club, 60 Canterbury
Street, Andover, Massachusetts, on Thursday, June 28, 2001 at 5:00 p.m., local
time, and at any adjournments or postponements thereof.

When properly executed, this proxy will be voted in the manner directed herein
by the undersigned stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL THE NOMINEES FOR DIRECTOR, AND, IN THE DISCRETION
OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING. A stockholder wishing to vote in accordance with the Board of
Directors' recommendation need only sign and date this proxy and return it in
the envelope provided.

The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Annual Meeting of Stockholders, the Proxy Statement with respect thereto and
the Corporation's 2000 Annual Report to Stockholders and hereby revokes any
proxy or proxies heretofore given. This proxy may be revoked at any time before
it is exercised.

- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Corporation.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ------------------------- 1. Proposal to elect the following Directors:
VICOR CORPORATION
- ------------------------- (01) M. Michael Ansour (05) David T. Riddiford
CLASS B COMMON STOCK (02) Estia J. Eichten (06) Patrizio Vinciarelli
(03) Barry Kelleher (07) Samuel Anderson
(04) Jay M. Prager

For All With- For All
Nominees hold Except
[ ] [ ] [ ]

--------- Mark box at right if an address [ ]
change or comment has been noted on
the reverse side of this card.

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------

- ---Stockholder sign here-------Co-owner sign here---

Detach Card Detach Card

VICOR CORPORATION

Dear Stockholder,

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this Proxy Card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage-prepaid envelope.

Your vote must be received prior to the 2001 Annual Meeting of Stockholders on
June 28, 2001.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Vicor Corporation

Form of Proxy

CLASS B COMMON VICOR CORPORATION CLASS B COMMON

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - JUNE 28, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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