SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No.      )

Filed by the Registrant ?
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))
?	Definitive Proxy Statement
?	Definitive Additional Materials
?	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12

				GODDARD INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)


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

Payment of Filing Fee (Check the appropriate box):
?	No fee required.
?	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:
	________________________________________________________________________
___________

	2)	Aggregate number of securities to which transaction applies:
	________________________________________________________________________
___________

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

	4)	Proposed maximum aggregate value of transaction:
	________________________________________________________________________
___________

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

	1)	Amount Previously Paid:
	________________________________________________________________________
___________

	2)	Form, Schedule or Registration Statement No.:
	________________________________________________________________________
___________

	3)	Filing Party:
	________________________________________________________________________
___________

	4)	Date Filed:
	________________________________________________________________________
___________


Preliminary Proxy Materials For The Information of the Securities and Exchange
Commission Only

GODDARD INDUSTRIES, INC.
705 Plantation Street
Worcester, Massachusetts 01605

NOTICE OF SPECIAL MEETING
OF
STOCKHOLDERS
To Be Held October 31, 2001

To:	The Stockholders of
	Goddard Industries, Inc.

	Notice is hereby given that the Special Meeting of Stockholders of
Goddard Industries, Inc., a Massachusetts corporation, will be held on October
31, 2001 at 10 a.m. at 705 Plantation Street, Worcester, Massachusetts 01605
for the following purposes:

1.	To amend the corporation's Restated Articles of Organization to
increase the number of shares of the corporation's common stock
authorized to be issued from 3,000,000 to 12,000,000 shares;

2.	To amend the corporation's Restated Articles of Organization to
authorize 3,000,000 shares of a new class of preferred stock
undesignated as to series; and

3.	To consider and act upon any matters incidental to the foregoing
purpose and any other matters which may properly come before the
meeting or any adjournments thereof.

	Information regarding matters to be acted upon at the Special Meeting of
Stockholders is contained in the proxy statement attached to this notice.

	Only stockholders of record at the close of business on September 14,
2001 are entitled to notice of, or to vote at, the meeting or any adjournments
thereof.

			By Order of the Board of Directors

			Joel M. Reck, Clerk
Worcester, Massachusetts
October __, 2001

	You are cordially invited to attend this meeting in person, but if you
cannot do so, please complete, date, sign and return the accompanying proxy at
your earliest convenience.  For your convenience, we have provided a reply
envelope that needs no postage if mailed in the United States.



GODDARD INDUSTRIES, INC.
PROXY STATEMENT

For the Special Meeting of Stockholders
To be Held October 31, 2001


	This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Goddard Industries, Inc.
(the "Company") for use at the Special Meeting of Stockholders to be held at
10:00 a.m. on October 31, 2001 at the corporate headquarters of the Company
located at 705 Plantation Street, Worcester, Massachusetts, and at any
adjournment or adjournments thereof (the "Meeting").  Solicitation of proxies
may be made in person or by mail, telephone or telegram by directors, officers
and regular employees of the Company, for which no additional compensation
will be received.  The Company may also request banking institutions,
brokerage firms, custodians, trustees, nominees and fiduciaries to forward
solicitation material to the beneficial owners of Common Stock held of record
by such persons, and the Company will reimburse the forwarding expense.  All
costs of preparing, printing, assembling and mailing the form of proxy and
proxy statement will be borne by the Company.  It is expected that this proxy
statement and the accompanying proxy will be mailed to the stockholders on or
about October __, 2001.  The principal executive offices of the Company are
located at 705 Plantation Street, Worcester, Massachusetts 01605.

	Only stockholders of record at the close of business on September 14,
2001 are entitled to notice of, and to vote at, the Meeting.  As of that date,
there were outstanding and entitled to vote 2,160,684 shares of Common Stock,
$.01 par value (the "Common Stock"), of the Company.  Each share of Common
Stock is entitled to one vote on all matters to come before the Meeting.
Under Massachusetts law and the Company's By-laws, all shares present or
represented by proxy, whether they vote or abstain, will be counted as present
for purposes of determining a quorum and for purposes of determining the
number of shares present and entitled to vote.  Because the affirmative vote
of a majority of all capital stock outstanding and entitled to vote is
required to approve the proposed amendment to the Company's Restated Articles
of Organization (the "Charter") to increase the number of shares of Common
Stock authorized to be issued and the affirmative vote of two-thirds of all
capital stock outstanding and entitled to vote is required to approve the
proposed amendment to the Charter to authorize a new class of Preferred Stock,
$.01 par value per share (the "Preferred Stock"), abstentions and broker non-
votes will have the effect of a vote against each of those proposals.

	The enclosed proxy, if executed and returned, will be voted as directed
on the proxy and, in the absence of such direction, for the proposals to amend
the Charter to increase the authorized Common Stock and to authorize the
Preferred Stock, and in accordance with their best judgment by the proxies if
any other matter shall properly come before the Meeting.  The proxy may be
revoked at any time prior to exercise by filing with the Clerk of the Company
a written revocation, by executing a proxy with a later date, or by attending
and voting at the Meeting.  The Board of Directors knows of no matters, other
than the proposals to amend the Charter to increase the authorized Common
Stock and to authorize the Preferred Stock, to be presented for consideration
at the Meeting.



PROPOSAL NO. 1
PROPOSAL TO INCREASE
AUTHORIZED COMMON STOCK

The Company's Charter presently authorizes the Company to issue
3,000,000 shares of Common Stock, $.01 par value per share (the "Common
Stock"), and no shares of preferred stock.  On September 7, 2001, the Board
of Directors unanimously approved a proposal to amend the Company's Charter
to increase the number of shares of its Common Stock authorized to be issued
from 3,000,000 to 15,000,000 shares, which increase was subsequently modified
on September 26, 2001 to 12,000,000 shares.
The Board of Directors believes that the approval of the proposed
amendment to the Charter to increase the number of authorized shares of Common
Stock is necessary to promote the welfare of the Company and its shareholders
generally.  The Board of Directors believes that increasing the number of
shares of Common Stock authorized for issuance will provide additional
flexibility and enable the Company to raise capital, make acquisitions,
refinance indebtedness, and accomplish other corporate objectives in response
to market conditions or growth opportunities as and when they become
available.
If approved by the Company's stockholders, the proposed amendment to
increase the authorized Common Stock will become effective upon filing of
Articles of Amendment with the Massachusetts Secretary of State.  It is the
intent of the Board of Directors that that will occur as soon as practicable
following the Meeting, although the Board may abandon or delay the amendment
at any time prior to the effective date of the Articles of Amendment if for
any reason the Board deems it advisable.
Reasons for and Effect of the Proposed Amendment
The Board of Directors proposes to increase the number of shares of
Common Stock authorized for issuance from 3,000,000 shares to a maximum of
12,000,000 shares.  If the proposed amendment is approved by the Company's
stockholders, the additional shares of Common Stock would become part of the
existing class of Common Stock and, if and when issued, would have the same
rights and privileges as the shares of Common Stock presently outstanding.

The proposed increase in the number of shares of Common Stock
authorized for issuance will provide the Company with the flexibility
necessary to enable it to (a) raise additional capital through one or more
public offerings or private placements of shares of Common Stock or options,
warrants, convertible debt, convertible preferred stock, or other securities
exercisable or convertible into shares of Common Stock; (b) acquire
additional assets or businesses by using shares of Common Stock for a portion
or all of the consideration paid to the sellers; (c) repay existing
indebtedness by issuing shares of Common Stock in lieu of cash; (d) attract
and retain directors, officers, and key employees and motivate such persons
to exert their best efforts on behalf of the Company by issuing options to
acquire shares of Common Stock; or (e) make stock dividends to existing
shareholders.

As of September 25, 2001, there were 2,160,684 shares of Common Stock
issued and outstanding.  In addition, as of that date, an aggregate of
600,000 shares of Common Stock were reserved for issuance pursuant to the
Company's Equity Incentive Plan, an additional 62,000 shares were reserved
for issuance under individual option agreements, and 150,000 shares were
reserved for possible issuance under a contingent option granted in
connection with an acquisition.  Accordingly, only 27,316 shares remained
available for issuance for any other purpose.

Two years ago, the Company's Board of Directors approved a strategic
growth plan that focuses the Company's resources on its strengths in valve
technology and manufacturing, particularly in cryogenic valves.  That plan
calls for investment in product lines and businesses which would expand the
Company's position in cryogenic and industrial valve markets throughout the
world, and disposition of all non-manufacturing assets.  As the first step in
this process, in July 1999, the Company sold its former plumbing supplies
distribution business, Webstone Company, Inc. At the same time, the Company
began actively to seek acquisition candidates that fit its new strategy, and
in November, 2000 acquired substantially all the assets of Mack Valves Pty Ltd
of Melbourne, Australia.  In May 2001, the Company established a branch office
in Oxford, England to seek out, acquire, and manage a European base of
operations and establish sales channels for the Company's cryogenic, water and
industrial products in Europe.

The Company currently does not have any binding commitments or
arrangements that would require the issuance of any additional capital stock
beyond that described above.  However, the Company has been in discussions
with one or more possible acquisition targets.  While the Company's present
intent is to use bank financing rather than to issue stock in payment of the
acquisition price in those particular situations, it may not be possible to
obtain bank financing for those transactions.  In addition, the Company is
also actively pursuing efforts to identify other acquisition targets, and
those transactions may require additional authorized capital in order to be
completed.  If any such acquisitions are consummated, the Company also expects
that stock options may also need to be granted to key employees of the
acquired businesses as part of such transactions.  Accordingly, the Board of
Directors believes it would be in the Company's best interest to have
additional shares of authorized Common Stock available to enable the Company
to take advantage of opportunities for possible future acquisitions.  If such
opportunities arise in the future, significant amounts of Common Stock could
be issued by the Company's Board of Directors without further authorization by
the Company's stockholders.

In August, 2001, the Company engaged an investment banking firm to act
as placement agent to assist the Company in conducting a private placement.
The Company anticipates that this private placement could involve the issuance
of up to 2,000,000 shares of its Common Stock plus warrants to purchase an
equal number of shares of Common Stock.  The money raised from the private
placement would be used to finance the acquisition of businesses pursuant to
the Company's growth strategy, to reduce indebtedness, and for general working
capital purposes. However, unless an increase in authorized capital is
approved, the Company will not have sufficient shares available to complete
any private placement transaction.

In addition, the proposed increase in authorized Common Stock will
provide the Company with the flexibility to grant stock options to existing
employees or to employees of acquired businesses in order properly to align
their interests with those of stockholders in seeking increased shareholder
value.  The Board of Directors presently anticipates that it will submit
proposals to the stockholders at the 2002 Annual Meeting with respect to
employee benefit plans.
If Proposal No. 1 is approved and a private placement of the presently
anticipated size is completed, then after completion of that transaction there
would be approximately 7,000,000 shares of Common Stock either outstanding or
reserved for future issuance.  However, the Board of Directors would expect
that additional Common Stock will be required for acquisitions, employee
benefit plans and the other uses described above.  Accordingly, the Board of
Directors believes that an increase in the number of shares of authorized
Common Stock to 12,000,000 is appropriate and in the best interests of the
Company and its shareholders generally.


Other Potential Effects of the Proposed Amendment

In deciding whether to issue additional shares of Common Stock, the
Board of Directors will carefully consider the effect of the issuance on the
operating results of the Company and its existing shareholders.  The increase
in the authorized Common Stock will not have any immediate effect on the
rights of existing stockholders.  However, upon approval of the proposed
amendment to the Charter and the filing of Articles of Amendment with the
Massachusetts Secretary of State, the authorized shares of Common Stock will
be available for issuance by action of the Board of Directors for any of the
reasons described above or for any other corporate purpose.  With the
exception of certain extraordinary issuances, no further shareholder approval
will be required before the Company can complete any of the transactions
described above.  To the extent that the additional authorized shares are
issued in the future, they will decrease existing stockholders' percentage
equity ownership and, depending upon the price at which they are issued,
could be dilutive to existing stockholders.  Stockholders of the Company do
not now have preemptive rights to subscribe for or purchase additional shares
of Common Stock, and the stockholders will have no preemptive rights to
subscribe for or purchase any of the additional shares authorized by the
proposed amendment.  Any issuance of additional stock also could have the
effect of diluting the earnings per share and book value per share of
outstanding shares of Common Stock.

In addition, an increase in the number of shares of Common authorized
could have the effect of making a takeover more difficult, as discussed more
fully under Proposal No. 2 below.

Vote Required

The affirmative vote of a majority of the shares of Common Stock
outstanding and entitled to vote is required for adoption of Proposal No. 1.

The Board of Directors recommends that the stockholders vote for the
adoption of Proposal No. 1 to increase the authorized Common Stock.

PROPOSAL NO. 2
PROPOSAL TO AUTHORIZE
 NEW PREFERRED STOCK

On September 26, 2001, the Board of Directors unanimously approved a
proposal to amend the Company's Charter to authorize 3,000,000 shares of a
new class of Preferred Stock, $.01 par value per share, which may be issued
in one or more series from time to time as determined by the Board of
Directors, with such preferences, voting powers, qualifications and special
or relative rights or privileges as the Board of Directors may determine.
Article III of the Company's Charter would be amended to establish a new
class of Preferred Stock and authorize issuance of 3,000,000 shares, and
Article IV of the Company's Charter, setting forth the terms of both the
Common Stock and the Preferred Stock, would be added to read as set forth in
"Appendix A" to this Proxy Statement.

If approved by the Company's stockholders, the proposed amendment to
create a class of Preferred Stock will become effective upon filing of
Articles of Amendment with the Massachusetts Secretary of State.  It is the
intent of the Board of Directors that that will occur as soon as practicable
following the Meeting, although the Board may abandon or delay the amendment
at any time prior to the effective date of the Articles of Amendment if for
any reason the Board deems it advisable.
Reasons for and Effect of the Proposed Amendment
The Company's Charter currently does not authorize the issuance of any
shares of preferred stock.  The Board of Directors believes that, in certain
instances, it would be advantageous to the Company and its shareholders to
have the flexibility to issue shares of preferred stock instead of Common
Stock or debt securities.  The Company may not be able to, and does not
desire to, raise the entire amount of funds needed to expand the Company from
additional borrowings.  Further, the Company's current credit facility places
limitations on the Company's ability to incur additional indebtedness.  In
addition, the Company recognizes that it may not be able to issue additional
shares of Common Stock at certain times as a result of market conditions or
lack of market demand.  The Company believes that the ability to issue one or
more series of preferred stock would provide a new source of capital and
enhance its ability to make acquisitions.
The proposed amendment to the Charter would authorize the Board of
Directors to approve the issuance of one or more series of Preferred Stock
and to establish the terms for such Preferred Stock as the Board of Directors
may deem appropriate.  No further shareholder approval would be required for
the authorization and issuance of such Preferred Stock unless otherwise
required by applicable laws.  As described below, those terms may include
preferential dividend rights, voting rights, and liquidation rights.  The
Board of Directors believes that this flexibility is necessary in order to
enable it to tailor the specific terms of any series of Preferred Stock that
may be issued to meet market conditions and financing or acquisition
opportunities as they arise without the expense, delay, and uncertainty that
may be encountered in calling a meeting of the Company's shareholders to
approve the terms of any specific series of Preferred Stock.  The Board of
Directors also believes that, as a practical matter in today's financial
markets, it seldom is practicable to delay potential issuances of preferred
stock for the period that would be necessary to obtain shareholder approval
of any particular series of Preferred Stock.

The Board of Directors will have broad discretion with respect to
designating and establishing the terms of each series of Preferred Stock
prior to its issuance.  Under the proposed amendment, the Board of Directors
will have authority to set or change the dividend rate, if any, time of
payment, and whether dividends are cumulative on any shares of Preferred
Stock.  As a result, the holders of Preferred Stock may receive payment of
dividends from the Company at times when no dividends are paid on the
Company's Common Stock or the amount of any dividends paid on the Company's
Common Stock may be less than the amount paid to such Preferred Stock.  The
Board of Directors also will have authority to determine whether any shares
of Preferred Stock will have voting rights in addition to the voting rights
provided by law and, if so, the extent of such rights, including the right to
elect one or more members of the Company's Board of Directors.  Under the
proposed amendment, the Board of Directors also will have authority to
determine (i) whether shares of a series will be redeemable and, if so, the
redemption price, sinking fund provisions, and other terms and conditions for
redemption; (ii) whether shares of a series will be convertible into or
exchangeable for shares of Common Stock or any other preferred stock and, if
so, the terms and conditions of such conversion or exchange; and (iii) the
liquidation rights of such shares in the event of a liquidation, dissolution,
or winding up of the Company, which may be prior in right of payment to the
rights of holders of Common Stock.

The Company currently does not have any plans to issue shares of
Preferred Stock.  The Board of Directors believes, however, that the ability
to issue Preferred Stock may be helpful in structuring financings or
acquisitions (including those described under Proposal No. 1) in the future
for the reasons described above.

Other Potential Effects of the Proposed Amendment

In deciding whether to issue shares of Preferred Stock, the Board of
Directors will carefully consider the terms of such capital stock and the
effect of the issuance on the operating results of the Company and its
existing shareholders.  With the exception of stock dividends, issuances of
one or more series of Preferred Stock may result in dilution to the
investments of existing shareholders.

In addition, issuances of Preferred Stock (as well as Common Stock)
could be used to discourage or make more difficult a business combination or
an attempt to obtain control of the Company that is not approved by the
Company's Board of Directors, even when those attempts may be in the best
interests of some or all of the Company's shareholders.  In addition, certain
provisions in the Company's By-laws and certain provisions of Massachusetts
law relating to business combinations with interested shareholders may create
a potential restraint on takeovers or other changes in control of the
Company.

Specifically, the Company's By-laws includes a provision requiring that
stockholder proposals for certain transactions with related parties may only
be approved by holders of 80% of the shares of stock entitled to vote on the
proposal.  In addition, the Company's By-laws and Massachusetts corporate law
provide for the election of directors in staggered terms.  These provisions
may have the effect of preventing changes in the management of the Company.
These provisions may make an unfriendly tender offer, proxy contest, merger
or other change in control of the Company more difficult. These existing
provisions are intended to enhance the likelihood of continuity and stability
in the composition of the Board of Directors and in the policies formulated
by the Board of Directors and to discourage certain types of transactions
that may involve an actual or threatened change of control of the Company.
These existing provisions are also designed to reduce the vulnerability of
the Company to unsolicited acquisition proposals and to discourage certain
tactics that may be used in proxy fights. However, the provisions could have
the effect of discouraging others from making tender offers for the shares of
Common Stock and, as a consequence,  also may inhibit fluctuations in the
market price of the shares of Common Stock which could result from actual or
rumored takeover attempts.

The Board of Directors did not propose this amendment for the purpose
of discouraging mergers, tender offers, proxy contests or other changes in
control of the Company and the Company is not aware of any specific effort to
accumulate its Common Stock or to obtain control of the Company by means of a
merger, tender offer, solicitation, or otherwise.

No rights of appraisal or similar rights of dissenters exist with
respect to this matter.

Vote Required

The affirmative vote of two-thirds of the shares of Common Stock
outstanding and entitled to vote is required for adoption of Proposal No. 2
to authorize a new class of Preferred Stock.

The Board of Directors recommends that the stockholders vote for the
adoption of Proposal No. 2 to amend the Company's Charter to authorize a new
class of Preferred Stock.
	*	*	*

Beneficial Ownership
The following table sets forth certain information, as of August 31,
2001, with respect to each of the directors, each executive officer who was
included in the Summary Compensation Table in the Company's proxy statement
for the last annual meeting, and all such persons as a group (6 persons) and
each person known to the Company to own five percent or more of the Company's
Common Stock. This table is based on information furnished by such persons.



NAME			NUMBER OF SHARES OF
                  COMMON STOCK
                  BENEFICIALLY OWNED (1)	PERCENT OF CLASS
Salvatore J. Vinciguerra		189,800	(2)	 8.2%
Dr. Jacky Knopp, Jr.			 91,000	(3)	 4.2%
Saul I. Reck				338,930	(4)	15.6%
Lyle E. Wimmergren			 25,000	(5)	 1.1%
Dr. Robert E. Humphreys	 		475,950	(6)	21.8%
Donald R. Nelson				106,650	(7)	 4.7%
All executive officers and
directors as a group (6 persons)  1,227,330		50.6%
Joseph A. Lalli
6 Middlemont Way
Stow, MA					183,550	(8)	8.5%
Stanley A. Goldstein and
Audrey I. Goldstein
2 No. Montgomery Ave.,
Atlantic City, NJ				117,500	(9)	5.4%
______________________

(1) Unless otherwise noted, each person's address is c/o Goddard
Industries, Inc., 705 Plantation Street, Worcester, Massachusetts 01605, and
each person identified possesses sole voting and investment power with respect
to the shares set forth opposite such person's name.

(2) Includes options exercisable within 60 days to acquire 227,500
shares held by Mr. Vinciguerra.

(3) Includes 32,000 shares owned by Dr. Knopp's wife, as to which he
disclaims beneficial ownership, and options exercisable within 60 days to
acquire 20,000 shares held by Dr. Knopp.

(4) Includes 5,250 shares held by Mr. Reck's wife, as to which he
disclaims beneficial ownership, and options exercisable within 60 days to
acquire 15,000 shares held by Mr. Reck.

(5) Consists of options exercisable within 60 days to acquire 20,000
shares held by Mr. Wimmergren.

(6) Includes 217,650 shares as to which Dr. Humphreys has sole voting
and dispositive power and 240,300 shares as to which Dr. Humphreys shares
voting and dispositive power by virtue of a power of attorney over the
investment accounts of seven persons. Dr. Humphreys and certain other persons,
acting as a group, beneficially own an aggregate of 457,950 shares. Also
includes options exercisable within 60 days to acquire 20,000 shares held by
Dr. Humphreys. Dr. Humphreys' address is One Innovation Drive, Worcester,
Massachusetts 01605.

(7) Includes 19,900 shares owned jointly with Mr. Nelson's wife, 3,000
shares owned jointly with his father, and options exercisable within 60 days
to acquire 42,500 shares held by Mr. Nelson.

(8) Based upon information reported in Schedule 13D, Amendment No. 6
filed with the Securities and Exchange Commission. Mr. Lalli has sole voting
and dispositive power over 154,050 shares and shared voting and dispositive
power with his wife over 29,500 shares.

(9) Based upon information reported in a Schedule 13G filed with the
Securities and Exchange Commission. Mr. and Mrs. Goldstein share voting and
dispositive power over 117,500 shares.

Other Matters To Be Acted Upon

	The Board of Directors has no knowledge of any other matters which may
come before the Meeting and does not itself intend to present any such
matters.  However, if any other matters shall properly come before the
Meeting, the persons named as proxies will have discretionary authority to
vote the shares represented by the accompanying proxy in accordance with their
own judgment.
Shareholder Proposals
	Shareholder proposals intended to be presented at the 2002 Annual
Meeting and included in the Company's proxy materials pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended, must be
received by the Company on or before September 30, 2001 and should be
addressed to Salvatore J. Vinciguerra, President, Goddard Industries, Inc.,
705 Plantation Street, Worcester, MA 01605.  If a proponent fails to notify
the Company by December 11, 2001 of a non-Rule 14a-8 shareholder proposal
which it intends to submit at the 2002 Annual Meeting, the proxy solicited by
the Board of Directors with respect to such meeting may grant discretionary
authority to the proxies named therein to vote with respect to such matter.
	IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  THEREFORE, STOCK-
HOLDERS ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY
IN THE ENCLOSED ENVELOPE.




#1044403 v\9 - simonesa - mdv709!.doc  - 1170/1170



PROXY				GODDARD INDUSTRIES, INC.		PROXY

	The undersigned hereby appoints Mr. Saul I. Reck and Mr. Salvatore J.
Vinciguerra, and each of them, with full power of substitution, attorneys and
proxies to represent the undersigned at the Special Meeting of Stockholders of
Goddard Industries, Inc. to be held on October __, 2001 and at any adjournment
or adjournments thereof, with all power which the undersigned may be entitled
to vote at said meeting upon the following proposals more fully described in
the notice of and proxy statement for the meeting in accordance with the
following instructions and with discretionary authority upon such other
matters as may come before the meeting.  All previous proxies are hereby
revoked.

1. Amendment of Restated Articles of Organization to increase the authorized
number of shares of Common Stock from 3,000,000 shares to 12,000,000 shares.

0  FOR the amendment 	0  AGAINST the amendment	0  ABSTAIN

2. Amendment of Restated Articles of Organization to authorize 3,000,000
shares of Preferred Stock.

0  FOR the amendment 	0  AGAINST the amendment	0  ABSTAIN

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  IT WILL BE VOTED
AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE
VOTED IN FAVOR OF THE PROPOSALS.

(PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN IN THE ENCLOSED
ENVELOPE.)


							Dated: October __, 2001



	______________________________________
							Signature(s)


	______________________________________
	(Signatures should be the same as
the name
printed hereon.  Executors,
administrators,
 	trustees, guardians, attorneys and
officers of
	corporations should add their titles
when signing.)



APPENDIX A

AMENDMENT TO
RESTATED ARTICLES OF ORGANIZATION

ARTICLE IV
The classes of stock of the corporation authorized by Article III hereof
shall have the preferences, voting powers, qualifications, and special or
relative rights or privileges as to each class thereof and any series now
established as set forth in this Article IV.  Stock of any class or series
authorized pursuant hereto may be issued from time to time by authority of the
Board of Directors for such consideration as from time to time may be fixed by
vote of the Board of Directors.
PART A - COMMON STOCK
The holders of the Common Stock shall be entitled to one vote per share
and, subject to the rights and preferences of the holders of the Preferred
Stock and any other class of stock ranking senior to or on a parity with the
Common Stock, shall be entitled to dividends when, as and if declared and paid
to the holders of Common Stock, and upon liquidation, dissolution or winding
up of the corporation, to share ratably in the assets available for
distribution to the holders of the Common Stock.
PART B - PREFERRED STOCK
Section 1.  General.  The Preferred Stock may consist of one or more
series.  The Board of Directors may, from time to time, establish and
designate the different series and the variations in the relative rights and
preferences as between the different series provided in Section 2 hereof, but
in all other respects all shares of the Preferred Stock shall be identical.
In the event that at any time the Board of Directors shall have established
and designated one or more series of Preferred Stock consisting of a number of
shares less than all of the authorized number of shares of Preferred Stock,
the remaining authorized shares of Preferred Stock shall be deemed to be
shares of an undesignated series of Preferred Stock until designated by the
Board of Directors as being a part of a series previously established or a new
series then being established by the Board of Directors.
Section 2.  Establishment of a Series.  Subject to the provisions of
this Article IV, the Board of Directors is authorized to establish one or more
series of Preferred Stock and, to the extent now or hereafter permitted by the
laws of the Commonwealth of Massachusetts, to fix and determine the
preferences, voting powers, qualifications and special or relative rights or
privileges of each series including, but not limited to:
(a)	the number of shares to constitute such series and the
distinctive designation such series;
(b)	the dividend rate on the shares of such series and
preferences, if any, and the special and relative rights of such shares of
such series as to dividend;
(c)	whether or not the shares of such series shall be
redeemable, and, if redeemable, the price, terms and manner of redemption;
(d)	the preferences, if any, and the special and relative rights
of the shares of such series upon liquidation of the corporation;
(e)	whether or not the shares of such series shall be subject to
the operation of a sinking or purchase fund and, if so, the terms and
provisions of such fund;
(f)	whether or not the shares of such series shall be
convertible into shares of any other class or of any other series of the same
or any other class of stock of the corporation and, if so, the conversion
price or ratio and other conversion rights;
(g)	the conditions under which the shares of such series shall
have separate voting rights or no voting rights; and
(h)	such other designations, preferences and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions of such series to the full extent now and
hereafter permitted by the laws of the Commonwealth of Massachusetts.
Notwithstanding the fixing of the number of shares constituting a
particular series, the Board of Directors may at any time authorize the
issuance of additional shares of the same series.
Section 3.  Dividends.  Holders of Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, but only out of funds
legally available for the payment of dividends, cash dividends at the rates
fixed by the Board of Directors for the respective series, payable on such
dates in each year as the Board of Directors shall fix for the respective
series as provided in Section 2 (hereinafter referred to as "Dividend Dates").
Until all accrued dividends on each series of Preferred Stock shall have been
paid through the last preceding Dividend Date of each such series, no dividend
or distribution shall be made to holders of Common Stock other than a dividend
payable in Common Stock of the corporation.  Dividends on shares of any
cumulative series of Preferred Stock shall accumulate from and after the day
on which such shares are issued, but arrearages in the payment thereof shall
not bear interest.  Nothing herein contained shall be deemed to limit the
right of the corporation to purchase or otherwise acquire at any time any
shares of its capital stock.
For purposes of this Article IV, the amount of dividends "accrued" on
any shares of any cumulative series of Preferred Stock as at any Dividend Date
shall be deemed to be the amount of any unpaid dividends accumulated thereon
to and including such Dividend Date, whether or not earned or declared.  The
amount of dividends "accrued" on any noncumulative series of Preferred Stock
shall mean only those dividends declared by the Board of Directors, unless
otherwise specified for such series by the Board of Directors pursuant to
Section 2.
Section 4.  Liquidation.  Upon the voluntary or involuntary liquidation
of the corporation, before any payment or distribution of the assets of the
corporation shall be made to or set apart for any other class of stock, the
holders of Preferred Stock shall be entitled to payment of the amount of the
preference payable upon such liquidation of the corporation fixed by the Board
of Directors for the respective series as provided in Section 2.  If, upon any
such liquidation, the assets of the corporation shall be insufficient to pay
in full to the holders of the Preferred Stock the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be distributed
among the holders of each series of Preferred Stock ratably in accordance with
the sums which would be payable on such distribution if all sums payable were
discharged in full.  The voluntary sale, conveyance, exchange or transfer of
all or substantially all of the property and assets of the corporation, the
merger or consolidation of the corporation into or with any other corporation,
or the merger of any other corporation into it, shall not be deemed to be a
liquidation of the corporation for the purpose of this Section 4.
Section 5.  Retirement.  Any shares of Preferred Stock which shall at
any time have been redeemed, or which shall at any time have been surrendered
for conversion or exchange or for cancellation pursuant to any sinking or
purchase fund provisions with respect to any series of Preferred Stock, shall
be retired and shall thereafter have the status of authorized and unissued
shares of Preferred Stock undesignated as to series.
Section 6.  Voting Rights.  The Common Stock shall have exclusive voting
power except as required by law and except to the extent the Board of
Directors shall, at the time any series of Preferred Stock is established,
determine that the shares of such series shall vote (a) together as a single
class with shares of Common Stock and/or with shares of Preferred Stock (or
one or more other series thereof) on all or certain matters presented to the
stockholders and/or upon the occurrence of any specified event or condition,
and/or (b) exclusively on certain matters, or, upon the occurrence of any
specified event or condition, on all or certain matters.  The Board of
Directors, in establishing a series of Preferred Stock and fixing the voting
rights thereof, may determine that the voting power of each share of such
series may be greater or less than the voting power of each share of the
Common Stock or of other series of Preferred Stock notwithstanding that the
shares of such series of Preferred Stock may vote as a single class with the
shares of other series of Preferred Stock and/or with the shares of Common
Stock.





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