SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.___)

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MODTECH HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 6, 2002

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

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Modtech Holdings, Inc. will be held at the Hilton Irvine Hotel, 18800 MacArthur Boulevard, Irvine, California 92612 on Tuesday, August 6, 2002 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 approve the Company’s 2002 Nonstatutory Stock Option Plan; and
3.	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 14, 2002 as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting, and only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.

     All stockholders 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 28, 2002

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

TABLE OF CONTENTS

ANNUAL MEETING OF STOCKHOLDERS
VOTING RIGHTS
ELECTION OF DIRECTORS
APPROVAL OF THE 2002 NONSTATUTORY STOCK OPTION PLAN
	Compensation Committee Report
Stock Performance Graph
PRINCIPAL HOLDERS OF VOTING SECURITIES
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
INDEPENDENT ACCOUNTANTS
STOCKHOLDER PROPOSALS
ANNUAL REPORTS
OTHER MATTERS

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

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 6, 2002

     This Proxy Statement is being furnished to the stockholders 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 Stockholders of the Company to be held at the Hilton Irvine Hotel, 18800 MacArthur Boulevard, Irvine, California 92612, on August 6, 2002 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 28, 2002 to stockholders of record on June 14, 2002, 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, 2001 is concurrently being mailed to all stockholders of record as of June 14, 2002.

     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 14, 2002, the record date for the determination of the stockholders of the Company entitled to notice of and to vote at the Annual Meeting, there were 13,467,990 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 stockholder, or in the absence of such direction, by the persons named therein FOR the election of the nine director nominees listed below and FOR approval of the 2002 Nonstatutory Stock Option Plan. 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.

     More than one-half (1/2) of the outstanding shares of common stock must be present, either in person or represented by proxy, to constitute a quorum necessary to conduct the annual meeting. As of the record date, June 14, 2002, there were 13,467,990 shares of Modtech’s common stock outstanding. Under certain circumstances, broker-dealer firms are prohibited from granting proxies to vote their customers’ shares without instructions from the customers (so-called “broker non-votes”). In such cases, and when a stockholder abstains from voting on a matter, the broker non-votes and abstentions will not be counted as votes cast, but will be counted for purposes of determining if a quorum is present.

     Directors are elected by a plurality of the votes, which means that the nine nominees who receive the highest number of votes will be elected as directors. The affirmative vote of a majority of the shares common stock present in person or by proxy at the annual meeting is necessary to approve the 2002 Nonstatutory Stock Option Plan and all other matters submitted at the meeting.

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Proposal No. 1

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, Michael G. Rhodes 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 stockholders 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 48, 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. Mr. Gruber serves on the Board of Directors of Virco Mfg. Corporation.

     Robert W. Campbell, age 45, 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, LLC. 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 68, 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 28 years.

     Stanley N. Gaines, age 67, 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 board of directors of Students in Free Enterprise.

     Charles R. Gwirtsman, age 48, has been a director of the Company since February 1999. He is Managing Director of KRG Capital Partners, LLC, a middle-market private equity firm. 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.

     Charles A. Hamilton, age 53, 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 57, 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 Vice

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

     Michael G. Rhodes, age 40, became a director of the Company in 2001. 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. Mr. Rhodes was elected President in 2001. Prior to joining Modtech, Inc., Mr. Rhodes worked for a public accounting firm.

     Myron A. Wick III, age 58, 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 Sonex Research Corporation, Story First Communications and Tanknology-NDE.

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ABOVE-NAMED NOMINEES

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PROPOSAL No. 2
APPROVAL OF THE 2002 NONSTATUTORY STOCK OPTION PLAN

     The Company’s stockholders are being asked to approve the 2002 Modtech Holdings, Inc. Nonstatutory Stock Option Plan (the “2002 Plan”).

     The following is a summary of the principal features of the 2002 Plan. The summary, however, does not purport to be a complete description of all the provisions of the 2002 Plan. Any stockholder of the Company who wishes to obtain a copy of the actual plan document may do so upon written request to the Secretary of the Company at the Company’s principal executive offices in Perris, California.

Purpose

     The 2002 Plan is designed to serve as a comprehensive equity incentive program to attract and retain the services of individuals essential to the Company’s long-term growth and financial success.

Eligibility

     Employees, officers, directors, consultants, independent contractors, and advisors of the Company (and any of its subsidiaries or parent companies) are eligible to receive awards under the 2002 Plan.

Number of Shares Subject to the 2002 Plan

     The stock subject to issuance under the 2002 Plan consists of shares of the Company’s authorized but unissued common stock. The number of shares of common stock currently reserved for issuance under the 2002 Plan is 1,000,000. This number of shares is subject to proportional adjustment to reflect stock splits, stock dividends and other similar events. If any option granted pursuant to the 2002 Plan expires or terminates for any reason without being fully exercised, then the shares released from such option will again become available for grant and purchase under the 2002 Plan.

Administration

     A committee of two or more members of the Board (the “Committee”) will be responsible for administering the 2002 Plan. Each member of the committee must be both a “non-employee director” as contemplated by Rule 16b-3 under the Securities and Exchange Act of 1934 and an “outside director” within the meaning of Internal Revenue Code Section 162(m). Subject to the terms of the 2002 Plan, the Committee will have complete discretion to determine the persons who are to receive awards, the number of shares of each such award, and the terms and conditions of such awards. The Committee will have the authority to effect the repricing of outstanding options which have exercise prices in excess of the then current market price of the Company’s common stock so that the exercise price is not in excess of the market price of the common stock at the time of the repricing. The Committee will also have the authority to construe and interpret any of the provisions of the 2002 Plan or any awards granted thereunder.

Types of Award

     The 2002 Plan only permits the granting of Nonstatutory Stock Options (“NSSO”). No other form of stock option, stock grant or stock bonus may be granted under the 2002 Plan. The option exercise price for each option share must be no less than 100% of the “fair market value” (as defined in the 2002 Plan) of a share of the Company’s common stock at the time the option is granted.

     The exercise price of options granted under the 2002 Plan may be paid as approved by the Committee at the time of grant: (1) in cash (by check); (2) by cancellation of indebtedness of the Company to the option holder; (3) by surrender of shares of Company Common Stock owned by the option holder; (4) by tender of a full recourse promissory note; (5) by waiver of compensation due to or accrued by the option holder for services rendered; (6) by a “same-day sale” commitment

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from the option holder and a National Association of Securities Dealers, Inc. (“NASD”) broker; (7) by a “margin” commitment from the option holder and a NASD broker; or (8) by any combination of the foregoing.

     The Committee shall determine the expiration date of each option, subject to earlier termination in the event of termination of employment. Options may not be exercised more than 12 months after termination of the optionee’s employment because of death or disability, nor more than three months after termination of employment for any other reason, other than for cause. An optionee’s options will terminate immediately upon termination for cause.

     Options granted under the 2002 Plan are not transferable or assignable by the optionee, and during the optionee’s lifetime are exercisable only by the optionee.

Mergers, Consolidations, Change of Control

     In the event of a merger, consolidation, dissolution or liquidation of the Company, the sale of substantially all of the assets of the Company or any other similar corporate transaction, the successor corporation may assume, replace or substitute equivalent awards in exchange for those granted under the 2002 Plan or provide substantially similar consideration, shares or other property as was provided to stockholders of the Company in such transaction (after taking into account the provisions of the awards). In the event that the successor corporation in such transaction does not assume or substitute the options awarded, such options will expire upon the closing of such transaction at such time and upon such conditions as the Board determines. The Board may elect to fully or partially accelerate the vesting of options prior to the closing of the transaction.

     In the event the Company acquires another company, it may substitute or assume outstanding options granted by the acquired company by either granting replacement options under the 2002 Plan, or assuming the options as if they had been granted under the 2002 Plan.

Amendment of the 2002 Plan

     The Board may at any time terminate or amend the 2002 Plan, subject to obtaining such stockholder approval, if any, as may be required under applicable laws or regulations.

Term of the 2002 Plan

     The 2002 Plan does not have a specified term and will remain in effect indefinitely, subject to being terminated by the Board or options being granted and exercised on all shares of common stock reserved under the 2002 Plan.

Federal Income Tax Information

THE FOLLOWING IS A BRIEF SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT OF THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY AND OPTION HOLDERS UNDER THE 2002 PLAN. THE FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES FOR ANY OPTION HOLDER WILL DEPEND UPON HIS OR HER INDIVIDUAL CIRCUMSTANCES.

Option Holder. An option holder will not recognize any taxable income at the time an NSSO is granted. However, upon exercise of an NSSO, the option holder must include in income as compensation an amount equal to the difference between the fair market value of the purchased shares on the date of exercise and the option holder’s exercise price for these shares. The included amount must be treated as ordinary income by the option holder and may be subject to withholding by the Company (either by payment in cash or withholding out of the option holder’s salary). Upon resale of the shares by the option holder, any subsequent appreciation or depreciation in the value of the shares will be treated as capital gain or loss.

     Any acceleration of the vesting or payment of awards under the plan in the event of a change in control in the Company may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the Internal Revenue Code, which may subject the option holder to a 20% excise tax and which may not be deductible by the Company.

Withholding of Taxes. The Company may deduct, from any payment or distribution of shares under the plan, the amount of any tax required by law to be withheld with respect to such payment, or may require the option holder to pay such amount to the Company prior to, and as a condition of, making such payment or distribution. Subject to rules and limitations established by the Committee, an option holder may elect to satisfy the withholding required, in whole or in part, either by having the Company withhold shares of Company common stock from any payment under the plan or by the option holder delivering shares of Company common stock to the Company. Any election must be made in writing on or before the date when the amount of taxes to be withheld is determined. The portion of the withholding that is so satisfied will be determined

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using the fair market value of the Company common stock on the date when the amount of taxes to be withheld is determined.

Deductibility of Executive Compensation. The Company anticipates that any compensation deemed paid by it in connection with exercises of options granted under the 2002 Plan with exercise prices equal to the fair market value of the option shares on the grant date will qualify as performance-based compensation for purposes of Internal Revenue Code Section 162(m) and will not have to be taken into account for purposes of the $1 million limitation per covered individual on the deductibility of the compensation paid to certain executive officers of the Company. Accordingly, all compensation deemed paid with respect to those options is expected to remain deductible by the Company without limitation under Internal Revenue Code Section 162(m).

Accounting Treatment

     Option grants at 100% of fair market value will not result in any charge to the Company’s earnings. However, the Company must disclose in footnotes and pro forma statements to the Company’s financial statements, the impact those options would have upon the Company’s reported earnings were the value of those options at the time of grant treated as a compensation expense. The number of outstanding options may be a factor in determining the Company’s earnings per share on a diluted basis.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
APPROVAL OF THE 2002 NONSTATUTORY STOCK OPTION PLAN

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Structure and Function of the Board of Directors

     During the last fiscal year, the Board of Directors of the Company held four meetings or otherwise took action by written consent. Each director attended at least 75% of the meetings of the Board and the committee meetings of which he was a member. The Board has established both an Audit Committee, which is comprised of Messrs. Campbell, Donahoe and Gaines and a Compensation Committee, which is comprised of Messrs. Hamilton, McGettigan, Gwirtsman 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 executive officers and the amounts of executive officers participation 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 is 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.

Executive Officers

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

     Ms. Walgren Smith joined the Company in 1999 as its Chief Financial Officer. Prior to joining the Company, Ms. Walgren Smith, who is a certified public accountant, worked for a public accounting firm, KPMG, LLP, from 1994 to 1999.

Compensation of Executive Officers

     The following table summarizes the annual and long term compensation paid by the Company during fiscal years ended December 31, 1999, 2000 and 2001 to those persons who were (i) the Chief Executive Officer during the last fiscal year and (ii) the each additional executive officer at the end of the last fiscal year whose total compensation exceeded $100,000 during the year ended December 31, 2001.

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		$		$		$ (2)		$		#		Payouts		$ (1)
Evan M. Gruber				2001		399,150		199,834		—		—		248,410		—		5,250
	Chief Executive Officer			2000		350,000		168,611		—		—		56,204		—		5,250
		and Director		1999		300,000		87,000		—		—		127,222		—		5,000
Michael G. Rhodes				2001		277,250		138,732		—		—		172,546		—		5,250
	President, Chief Operating			2000		250,000		120,437		—		—		40,146		—		5,250
		Officer and Director		1999		200,000		58,000		—		—		56,409		—		5,000
Shari Walgren Smith				2001		132,590		66,611		—		—		24,107		—		5,250
	Chief Financial Officer			2000		110,000		53,492		—		—		17,664		—		5,250
				1999		95,000		27,000		—		—		59,000		—		4,784
Patrick Van Den Bossche(2)				2001		198,991		—		52,083		—		48,591		—		2,308
				2000		250,000		120,437		—		—		40,146		—		5,250
				1999		250,000		72,000		—		—		24,000		—		5,000

(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 left employment with the Company in 2001. He remained as a consultant to the Company in 2001. “Other” Annual Compensation represents consulting fees paid to Mr. Van Den Bossche.

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Employment Agreements

     The Company entered into employment agreements in February 1999 with Mr. Gruber and Mr. 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 $399,150 for Mr. Gruber, $277,250 for Mr. Rhodes and $250,000 for Mr. Van Den Bossche. 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. Mr. Van Den Bossche left employment with the Company in August 2001 and his employment agreement was terminated. Mr. Van Den Bossche remained as a consultant to the Company in 2001.

     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.

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, 2001, the Company contributed $5,250 each as matching contributions for the accounts of Mr. Gruber, Mr. Rhodes and Ms. Walgren Smith and $2,308 for Mr. Van Den Bossche.

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Equity Compensation Plan Information

     The following table provides information about the Company's Common Stock that may be issued upon the exercise of the Company's existing equity compensation plans as of December 31, 2001. The table does not include information about the proposed 2002 Nonstatutory Stock Option Plan which has not yet been approved by the stockholders. No grants have been made under the 2002 Nonstatutory Stock Option Plan.

	(a)		(b)		(c)
					Number of
					securities
					remaining available
					for future issuance
	Number of				under stock option
	securities to be				plans (excluding
	issued upon		Weighted-average		securities
	exercise of		exercise price of		reflected in column
Plan category	outstanding options		outstanding options		(a))
Stock option plans approved by
stockholders (1)		2,205,734	$	7.14		27,684
Stock option plans not approved by stockholders		0		N/A		N/A
Total		2,205,734	$	7.14		27,684

(1) These plans consist of the 1989, March 1994, May 1994, 1996 and 1999 Stock Option Plans.

     The following table sets forth certain information regarding options granted by the Company during the year ended December 31, 2001 to the executive officers of the Company identified in the Summary Compensation Table set forth above:

Options Granted in Fiscal Year 2001

										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		72,573		13	%	$	6.875		3/01/2011	$	313,780	$	795,181
Evan M. Gruber		175,837		30	%	$	6.810		6/29/2011	$	753,070	$	1,908,427
Michael G. Rhodes		50,409		9	%	$	6.875		3/01/2011	$	217,951	$	552,330
Michael G. Rhodes		122,137		21	%	$	6.810		6/29/2011	$	523,085	$	1,325,600
Shari Walgren Smith		24,107		4	%	$	6.875		3/01/2011	$	104,230	$	264,140
Patrick Van Den Bossche		48,591		8	%	$	6.875		3/01/2011	$	210,091	$	532,411

(1)	Options are exercisable starting 12 months after the grant date with 25% vesting each year. Options are for a period of 10 years, but are subject to earlier termination in connection with the termination of employment.
(2)	The exercise price is the market price of a share of the Company’s Common Stock on the date of grant.
(3)	On December 31, 2001, the closing price for a share of the Company’s Common Stock was $8.25.

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     The following table sets forth information regarding options exercised during the year ended December 31, 2001 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, 2001. 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		50,000	$	281,000		563,808		364,548	$	2,144,437	$	447,837
Michael G. Rhodes		—		—		242,074		242,941		519,469		312,935
Shari Walgren Smith		—		—		33,918		66,853		9,941		62,951
Patrick Van Den Bossche		—		—		138,726		90,700		790,248		134,558

(1) Calculated based on the closing price of the Company’s Common Stock as reported on the NASDAQ National Market System on December 31, 2001, which was $8.25 per share.

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 $456,000, 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, 1999, 2000, and 2001, the Company sold modular relocatable classrooms to Class Leasing, Inc. for aggregate purchase prices of $6,271,813, $4,128,935 and $1,604,099, respectively, which represented approximately 4%, 2% and 1% of the its net sales for each of those years.

     Mr. Gruber and Mr. 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 Mr. Gruber and Mr. Rhodes for the guarantees provided by them.

10

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 of the executive officers, including the chief executive officer, 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 Compensation Committee has and may continue to rely on reports from compensation consultants in this matter.

     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, including the chief executive officer.

     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 stockholder 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.

Charles R. Gwirtsman
Charles A. Hamilton
Charles C. McGettigan
Myron A. Wick III

11

Audit Committee Report

         The Audit Committee of the board of directors is composed of three non-employee directors, each of whom has been determined to be independent under the National Association of Securities Dealers’ Listing Standards. The Committee operates under a written charger adopted by the board of directors. A copy of the Committee’s charter was attached as an appendix to the company’s proxy statement for the 2001 annual meeting.

         Management has the primary responsibility for the financial statements and the reporting process. The company’s independent auditors are responsible for expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles. The Committee reviews the company’s financial reporting process on behalf of the board of directors, but the activities of the Committee are in no way designed to supersede or alter the traditional responsibilities of the board of directors or independent auditors. The Committee’s role does not provide any special assurances with regard to the company’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the independent auditors.

         The Committee has reviewed and discussed the audited financial statements with management. The Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Committee received from the independent auditors the written disclosures required by Independence Standards Board No. 1 (Independence Discussions with Audit Committees) and discussed with them their independence from the Company and its management. Additionally, the Audit Committee considered whether the independent auditors’ provision of non-audit related work is compatible with maintaining the auditors’ independence.

         Based on the reviews and discussions referred to above, the Committee recommended to the board of directors that the audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2001 for filing with the Securities and Exchange Commission.

Robert W. Campbell
Daniel J. Donahoe III
Stanley N. Gaines

Stock Performance Graph

     The graph set forth below compares the stock price of the Company since January 1, 1997 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.

     

	12/31/1996		123/31/1997		12/31/1998		12/31/1999		12/29/2000		12/31/2001
Modtech Holdings Inc		100		247.62		193.65		76.19		92.06		104.76
Nonresidential Building Constr		100		140		125.55		170.32		68.7		85.91
S&P Composite		100		133.36		172.47		207.56		188.66		166.24

12

PRINCIPAL HOLDERS OF VOTING SECURITIES

     The following table sets forth information regarding the ownership of the Company’s Common Stock as of April 15, 2002, 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)		710,084		5.0	%
Michael G. Rhodes (3)		366,852		2.7
Shari Walgren Smith (4)		59,109		*
Daniel J. Donahoe III (5)		17,650		*
Robert W. Campbell (6)		32,567		*
Stanley N. Gaines (7)		116,000		*
Charles R. Gwirtsman (8)		348,433		2.6
Charles A. Hamilton (9)		1,531,822		11.4
Charles C. McGettigan (10) (15)		1,770,264		13.1
Myron A. Wick III (10) (15)		1,769,918		13.1
Jon D. Gruber (11) (15)		4,439,761		33.0
Gruber & McBaine Capital Management (12) (14)		2,637,817		19.6
Infrastructure and Environmental Private Equity Fund III, L.P.		1,500,935		11.1
J. Patterson McBaine (13) (15)		4,389,393		32.6
Proactive Partners, L.P. (14) (15)		1,714,103		12.7
Dimensional Fund Advisors, Inc. (16)		694,516		5.2
All directors and executive officers as a group (10 people) (2) (3) (4) (5) (6) (7) (8) (9) (10)		4,981,097		34.0

*	Less than one percent.
(1)	In calculating beneficial and percentage ownership, all shares of Common Stock which a named stockholder 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 stockholder, but are not deemed to be outstanding for the purpose of computing the percentage of Common Stock owned by any other stockholder. As of April 15, 2002, an aggregate of 13,463,865 shares of Common Stock were outstanding. This does not give effect to the potential issuance of 2,423,418 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 684,641 shares issuable upon exercise of stock options, but does not include 310,382 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 321,430 shares issuable upon exercise of stock options, but does not include 208,206 shares issuable upon exercise of stock options which have been granted but currently are not exercisable.

13

(4)	Includes 59,109 shares issuable upon exercise of stock options, but does not include 62,912 shares issuable upon exercise of stock options which have been granted but currently are not exercisable.
(5)	Includes 17,650 shares issuable upon exercise of stock options, but does not include 8,750 shares issuable upon exercise of stock options which have been granted but currently are not exercisable.
(6)	Includes 23,197 shares issuable upon exercise of stock options, but does not include 8,750 shares issuable upon exercise of stock options which have been granted but currently are not exercisable.
(7)	Includes 10,000 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)	Includes 157,669 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 11,250 shares issuable upon exercise of stock options to Mr. Gwirtsman, but does not include 8,750 shares issuable upon exercise of stock options which have been granted but currently are not exercisable.
(9)	Includes 19,637 shares held by Mr. Hamilton, 1,200,767 shares held by Infrastructure and Environmental Private Equity Fund III, L.P. (“IEPEF”) and 300,168 shares held by Environmental & Information Technology Private Equity Fund III (“EITPEF”). Also includes 11,250 shares issuable upon exercise of stock options to Mr. Hamilton, but does not include 8,750 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.
(10)	Includes 27,499 shares owned of record directly by each of Messrs. McGettigan and Wick, 346 shares held in a trust formed for the benefit of McGettigan’s daughter 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 28,316 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 8,750 shares issuable upon exercise of stock options which have been granted but currently are not exercisable.
(11)	Includes 87,841 shares owned of record directly by Jon D. Gruber, all shares owned of record by Proactive Partners, L.P. and affiliates of which Jon D. Gruber is a general partner, and all shares owned of record by Gruber & McBaine Capital Management and affiliates, of which Jon D. Gruber is a general partner. Jon D. Gruber and Evan M. Gruber are not related.
(12)	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.
(13)	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.
(14)	Includes 1,714,103 shares owned of record by Proactive Partners, L.P. and Fremont Proactive Partners, an affiliated entity.
(15)	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.
(16)	The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue 11th Floor, Santa Monica, CA 90401.

14

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, 2001 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, 2001. A representative of KPMG LLP is expected to be present at the Annual Meeting, and to be available to respond to any stockholder 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, 2001, which included the year-end audit fee and quarterly reviews, were $140,000. There were no fees for professional services related to the design and implementation of financial information systems. All other fees were $53,806, including fees for non-audit services of $51,806 and audit-related services of $2,000. Non-audit services consisted of tax compliance. Audit-related services consisted of audits of certain businesses acquired during the year.

STOCKHOLDER 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 stockholders, proposals by the Company’s stockholders intended to be presented at such annual meeting must be received by the Company no later than February 28, 2003.

ANNUAL REPORTS

     The Company’s 2001 Annual Report on Form 10-K, which includes audited financial statements for the fiscal year ended December 31, 2001, is concurrently being mailed with this proxy statement to stockholders of record on June 14, 2002. A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and any amendments thereto, is available without charge to any stockholder 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 28, 2002

15

[ 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 6, 2002, or at any adjournment or continuation thereof.

1. ELECTION OF DIRECTORS:

o FOR ALL NOMINEES LISTED BELOW (except as marked to the contrary below) o WITHHOLD AUTHORITY 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, Michael G. Rhodes 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. To approve the Company’s 2002 Nonstatutory Stock Option Plan; and

o FOR o AGAINST o ABSTAIN

3. 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 NINE NOMINEES LISTED ABOVE TO THE COMPANY’S BOARD OF DIRECTORS AND FOR APPROVAL OF THE 2002 NONSTATUTORY STOCK OPTION PLAN, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING.

[ 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 . . . . . . . . . . . . . . . . . . . . . . , 2002

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. 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