10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2005,

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transitional period from ____________ to ____________

Commission file number:  0-6866

HELIX TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	04-2423640
(State of Incorporation)	(I.R.S. Employer Identification No.)
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, Massachusetts	02048-9171
(Address of principal executive offices)	(Zip Code)

(508) 337-5500

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]        No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]        No [  ]

The number of shares outstanding of the registrant's Common Stock, $1 par value, as of April 1, 2005, was 26,117,979.

HELIX TECHNOLOGY CORPORATION

Form 10-Q

INDEX

			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements
		Consolidated Balance Sheets as of April 1, 2005, and
		December 31, 2004	3
		Consolidated Income Statements for the Three-Month
		Periods Ended April 1, 2005, and April 2, 2004	4
		Consolidated Statements of Cash Flows for the Three-Month
		Periods Ended April 1, 2005, and April 2, 2004	5
		Notes to Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	14
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
	Item 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	21
	Item 6.	Exhibits	21
Signatures			22
Exhibit Index			23

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

HELIX TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)

	April 1,			December 31,
(in thousands except share data)	2005			2004
ASSETS
Current:
Cash and cash equivalents	$	10,252		$	6,462
Investments		17,952			69,874
Receivables - net of allowances		27,653			24,100
Inventories		23,089			21,595
Deferred income taxes		8,006			7,717
Other current assets		3,309			4,327
Total current assets		90,261			134,075
Property, plant and equipment at cost		71,519			68,003
Less:  accumulated depreciation		(50,110	)		(49,063	)
Net property, plant and equipment		21,409			18,940
Goodwill		29,620			--
Intangible assets, net		13,998			--
Other assets		15,752			16,549
TOTAL ASSETS	$	171,040		$	169,564
LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
Accounts payable	$	6,697		$	5,951
Payroll and compensation		1,542			1,690
Retirement costs		3,326			3,326
Income taxes		3,706			4,288
Accrued warranty		1,036			414
Other accrued liabilities		4,188			2,248
Total current liabilities		20,495			17,917
Retirement costs		7,016			6,403
Deferred income taxes		1,103			1,103
Total liabilities		28,614			25,423
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock, $1 par value; authorized
2,000,000 shares; issued and outstanding: none		--			--
Common stock, $1 par value; authorized 60,000,000 shares;
issued and outstanding: 26,117,979 in 2005 and 26,114,229
in 2004		26,118			26,114
Capital in excess of par value		76,451			76,413
Retained earnings		37,385			37,745
Accumulated other comprehensive income		2,472			3,869
Total stockholders' equity		142,426			144,141
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	171,040		$	169,564

The accompanying notes are an integral part of these consolidated financial statements.

Page 3

HELIX TECHNOLOGY CORPORATION

CONSOLIDATED INCOME STATEMENTS

(unaudited)

	Three Months Ended
	April 1,		April 2,
(in thousands except per share data)	2005		2004
Net sales	$	38,896	$	40,376
Costs and expenses:
Cost of sales		23,300		24,576
Research and development		2,907		2,586
Selling, general and administrative		10,582		8,326
		36,789		35,488
Operating income		2,107		4,888
Joint venture income		474		595
Interest income and other, net		121		215
Income before taxes		2,702		5,698
Income tax provision		973		1,026
Net income	$	1,729	$	4,672
Net income per share:
Basic	$	0.07	$	0.18
Diluted	$	0.07	$	0.18
Number of shares used in per share calculations:
Basic		26,115		26,103
Diluted		26,168		26,243

The accompanying notes are an integral part of these consolidated financial statements.

Page 4

HELIX TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended
	April 1,			April 2,
(in thousands)	2005			2004
Cash flows from operating activities:
Net income	$	1,729		$	4,672
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		1,649			1,359
Deferred income taxes		(289	)		--
Other		(349	)		(63	)
Change in operating assets and liabilities, net of acquired
assets and liabilities:
Receivables		735			(3,048	)
Inventories		718			(783	)
Other current assets		1,390			(675	)
Accounts payable		404			1,783
Other accrued expenses		(1,057	)		807
Net cash provided by operating activities		4,930			4,052
Cash flows from investing activities:
Capital expenditures		(770	)		(496	)
Purchase of investments		(4,199	)		(26,724	)
Sale and maturities of investments		56,154			17,892
Acquisition of Polycold, net of cash acquired		(50,268	)		--
Net cash provided by (used in) investing activities		917			(9,328	)
Cash flows from financing activities:
Net cash provided by employee stock plans		32			169
Cash dividends paid		(2,089	)		(1,044	)
Net cash used in financing activities		(2,057	)		(875	)
Increase (decrease) in cash and cash equivalents		3,790			(6,151	)
Cash and cash equivalents, beginning of the period		6,462			12,334
Cash and cash equivalents, end of the period	$	10,252		$	6,183

The accompanying notes are an integral part of these consolidated financial statements.

Page 5

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - Basis of Presentation

Company

Helix Technology Corporation and its wholly owned subsidiaries (the "Company") is a world leader in the development, manufacture, application and support of innovative vacuum technology solutions for the semiconductor, data storage and flat panel display markets.

GeneralIn the opinion of management, the accompanying unaudited consolidated balance sheets, income statements and cash flows contain all adjustments necessary to present fairly the financial position of the Company at April 1, 2005, and December 31, 2004, and the results of the Company's operations and cash flows for the three-month periods ended April 1, 2005, and April 2, 2004.

The consolidated financial statements included herein have been prepared by the Company, without audit of the three-month periods ended April 1, 2005, and April 2, 2004, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to present fairly the Company's financial position and results of operations. These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates these estimates and judgments, including those related to revenue recognition, adequacy of reserves, income taxes, valuation of intangible assets and goodwill, and retirement obligations. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual r esults may differ from our estimates.

Reclassifications

In 2004, the Company concluded that it was appropriate to classify its auction rate securities as current investments. Previously, such investments had been classified as cash and cash equivalents. The Company made adjustments to its Consolidated Statements of Cash Flows for the three months ended April 2, 2004, to reflect the gross purchases and sales of these securities as investing activities rather than as a component of cash and cash equivalents. This change in classification does not affect cash flows from operations or from financing activities in the previously reported Consolidated Statements of Cash Flows, or the previously reported Consolidated Income Statement.

Certain other reclassifications have been made to the prior year's consolidated financial statements to conform with the current period presentation.

Page 6

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock Compensation

Options for the purchase of the Company's stock have been granted to officers, directors and key employees under various nonqualified stock option agreements. The Company accounts for these grants under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. If the recognition provisions of Statement of Financial Accounting Standard ("SFAS") No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123," had been adopted, the effect on net income and basic and diluted net income per share would have been as follows:

	Three Months Ended
	April 1,			April 2,
(in thousands except per share data)	2005			2004
Net income, as reported	$	1,729		$	4,672
Deduct:  Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects		(116	)		(235	)
Pro forma net income	$	1,613		$	4,437
Earnings per share:
Basic-as reported	$	0.07		$	0.18
Basic-pro forma	$	0.06		$	0.17
Diluted-as reported	$	0.07		$	0.18
Diluted-pro forma	$	0.06		$	0.17

There were no options granted during the first quarter of 2004. The fair value of each option granted during the first quarter of 2005 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Dividend yield	2.0%
Expected volatility	58.0%
Risk-free interest rate	4.3%
Expected life (years)	6.3

Page 7

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 151, "Inventory Costs, An Amendment of ARB No. 43, Chapter 4." This Statement amends ARB No. 43, Chapter 4, to clarify that abnormal amounts of idle facility, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The provisions of SFAS No. 151 should be applied prospectively. The Company does not believe SFAS No. 151 will have a material impact on its financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123 (revised 2004),"Share-Based Payment" SFAS No. 123 revised eliminates the alternative to use APB Opinion No. 25's intrinsic value method of accounting that was provided in SFAS No. 123 as originally issued. Under Opinion 25, issuing stock options to employees generally resulted in recognition of no compensation cost. SFAS No. 123 revised requires companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments (with limited exceptions). SFAS No. 123 revised is effective for public companies for all employee awards of share-based payment granted, modified, or settled in any interim or annual period beginning after June 15, 2005. Companies may choose from one of three methods when transitioning to the new standard, which may include restatement of prior annual and interim periods or no restatement of interim periods prior to the effective date. In April 2005, the SEC announced the adoption of a new rule that amends the compliance dates for SFAS No. 123 revised. The SEC's new rule allows companies to implement SFAS No. 123 revised at the beginning of the next fiscal year that begins after June 15, 2005. Accordingly, the Company will adopt SFAS No. 123 revised as of January 1, 2006 and is in the process of evaluating the impact of this standard on its financial statements.

Note 2 - Acquisition of IGC Polycold Systems Inc.

On February 15, 2005, the Company acquired all the issued and outstanding stock of IGC Polycold Systems Inc. ("Polycold"). Polycold is a producer of high-speed water vapor cryopumping and cryogenic cooling products based in Petaluma, California. The Company determined that Polycold's product lines, which include water vapor cryopumps, liquid nitrogen alternatives, detector coolers and gas chillers, will complement and extend its existing product offerings. The aggregate purchase price, net of cash acquired, was approximately $50.3 million, which consisted of $49.2 million of cash, $515,000 of estimated transaction-related tax payments, and $592,000 of transaction costs, which primarily consisted of fees paid for legal and accounting services. This acquisition is taxable and has been accounted for as a purchase of a business.

The Company is contingently liable for up to $2.8 million in additional transaction-related tax payments pending final tax calculations. Any additional transaction-related tax payments would increase the final purchase price, resulting in additional goodwill.

The consolidated financial statements include the results of Polycold from the date of acquisition. In connection with the acquisition, the Company recognized a $0.7 million liability associated with the above-market lease rate related to an assumed operating lease for Polycold's facility. The liability will be paid over the remaining lease periods through 2011. The Company could incur additional integration-related expenses. These may include the elimination of duplicative facilities, operational realignment expenses and related workforce reductions. Such costs would generally be recognized as a liability assumed as of the acquisition date resulting in additional goodwill if these costs relate to facilities or workforce previously aligned to Polycold and would be expensed if these costs relate to facilities or workforce previously aligned with the Company.

Page 8

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company considered a number of factors to determine the purchase price allocation, including engaging a third party valuation firm to independently appraise the fair value of certain assets acquired. The purchase price has been allocated based on estimated fair values as of the acquisition date (table in thousands):

Current assets, net of cash acquired	$	7,176
Property, plant and equipment		3,132
Intangible assets:
Developed technology (estimated useful life of 4-8 years)		9,200
Trade names (estimated useful life of 6 years)		1,000
Customer & distributor relationships (estimated useful life of 7-9 years)		3,300
Consulting contract (estimated useful life of 4 years)		400
Non-compete agreement (estimated useful life of 5 years)		400
Total intangible assets		14,300
Goodwill		29,620
Current liabilities		(3,960	)
Total preliminary purchase price allocation	$	50,268

In determining the purchase price allocation, the Company considered, among other factors, its intention to use the acquired assets, historical demand and estimates of future demand of Polycold's products and services. The fair value of intangible assets was primarily based upon the income approach. The rate used to discount the net cash flows to their present values was based upon a weighted average cost of capital of 16%. The discount rate was determined after consideration of market rates of return on debt and equity capital, the weighted average return on invested capital and the risk associated with achieving forecast sales related to the technology and assets acquired from Polycold.

The total weighted average amortization period for the intangible assets is 7.4 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.

The following unaudited pro forma information gives effect to the acquisition of Polycold as if the acquisition occurred at the beginning of the periods presented:

	Three Months Ended
	April 1,		April 2,
(in thousands, except per share data)	2005		2004
Revenue	$	42,633	$	46,365
Net income		2,158		4,940
Net income per weighted average share, basic		0.08		0.19
Net income per weighted average share, diluted		0.08		0.19

Note 3 - Inventories

Inventories consist of:

	April 1,		December 31,
(in thousands)	2005		2004
Finished goods	$	7,833	$	7,743
Work in process		9,145		9,439
Materials and parts		6,111		4,413
	$	23,089	$	21,595

Page 9

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4 - Property, Plant and Equipment

Property, plant, and equipment, stated at cost, consist of:

	April 1,		December 31,
(in thousands)	2005		2004
Machinery and equipment	$	29,260	$	28,683
Computers and equipment		30,706		30,641
Leasehold improvements		10,302		7,798
Construction in progress		1,251		881
	$	71,519	$	68,003

Note 5 - Income Taxes

For the three months ended April 1, 2005, the Company earned income before taxes of $2.7 million and recorded a tax provision of approximately $1.0 million, an effective tax rate of 36%. The 2005 effective tax rate differs from the statutory rate primarily as a result of state income taxes and the effect of foreign operations. The Company's aggregate tax rate in foreign jurisdictions is higher than the income tax rate in the United States. This negative tax impact is partially offset by a tax benefit from the undistributed nontaxable equity income from the joint venture.

The prior quarter tax rate differs from the United States statutory rate primarily due to the release of the valuation allowance associated with the utilization of prior year net operating losses and tax credits.

Note 6 - Employee Benefit Plans

The Company's net pension cost included the following components:

	Three Months Ended
	April 1,			April 2,
(in thousands)	2005			2004
Service cost	$	500		$	450
Interest cost		319			300
Expected return on assets		(214	)		(166	)
Net amortization of:
Prior service cost		4			4
Net actuarial gain		22			20
Net periodic pension cost	$	631		$	608

Page 10

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 7 - Commitments and Contingencies

The Company may be involved in various legal proceedings in the normal course of business. The Company is not a party to any proceedings that involve amounts that would have a material effect on our financial position or results of operations if such proceedings were resolved unfavorably. The Company accrues loss contingencies when it is probable that a loss has occurred and the amount of the loss can be reasonably estimated.

In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34. FIN No. 45 requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee and requires additional disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The adoption of FIN No. 45 did not have a material effect on the Company's financial position or results of operations. The following is a summary of the Company's agreements that it has determined are within the scope of FIN No. 45.

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally its business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments it could be required to make under these indemnification agreements is unlimited. Historically, its costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and the Company accordingly believes the estimated fair value of these agreements is immaterial.

The Company's products and services are generally sold with warranty coverage for periods ranging from 12 to 24 months after shipment. Parts and labor are covered under the terms of the warranty agreement. The warranty provision is based on historical experience by product family.

The following table represents the activity in the warranty accrual:

		Three Months Ended
	April 1,			April 2,
(in thousands)	2005			2004
Balance, beginning of the period	$	414		$	471
Provisions for warranty		157			250
Warranty reserve acquired as part of the Polycold acquisition		651			--
Consumption of reserves		(186	)		(198	)
Balance, end of the period	$	1,036		$	523

Page 11

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 8 - Other Comprehensive Income (Loss)

	Three Months Ended
	April 1,			April 2,
(in thousands)	2005			2004
Net income	$	1,729		$	4,672
Other comprehensive income (loss) before tax:
Foreign currency translation adjustment		(1,429	)		914
Unrealized gain on available-for-sale investment		32			33
Other comprehensive income (loss), before tax		(1,397	)		947
Income tax related to items of other
comprehensive income		--			(201	)
Other comprehensive income (loss), net of tax		(1,397	)		746
Comprehensive income	$	332		$	5,148

Note 9 - Net Income Per Share

Basic net income per common share is based on the weighted average number of common shares outstanding during the period. Diluted net income per common share reflects the potential dilution that could occur if outstanding stock options were exercised and converted into common stock at the beginning of the period.

The following table sets forth the computation of basic and diluted net income per weighted average common share:

	Three Months Ended
	April 1,		April 2,
(in thousands except per share data)	2005		2004
Net income	$	1,729	$	4,672
Basic shares		26,115		26,103
Add: Common equivalent shares		53		140
Diluted shares		26,168		26,243
Basic net income per share	$	0.07	$	0.18
Diluted net income per share	$	0.07	$	0.18

Common equivalent shares represent shares issuable upon exercise of stock options (using the treasury stock method). Options to acquire 529,718 and 75,500 shares of common stock as of April 1, 2005 and April 2, 2004, respectively, were excluded from the calculation of diluted earnings per share because of their antidilutive effect.

Page 12

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 10 - Segment Information

Line of Business and Foreign Operations

The Company operates in one reportable segment: the development, manufacture, sale and support of cryogenic and vacuum equipment. The Company's management currently uses consolidated financial information in determining how to allocate resources and assess performance.

The consolidated financial statements include the accounts of wholly owned international subsidiaries that operate customer support facilities to sell and service products manufactured in the United States. A summary of net sales and long-lived assets by geographical operation follows:

(in thousands)	United States		International		Consolidated
Net sales for the three months ended:
April 1, 2005	$	28,335	$	10,561	$	38,896
April 2, 2004	$	30,916	$	9,460	$	40,376
Long-lived assets as of:
April 1, 2005	$	78,429	$	2,350	$	80,779
December 31, 2004	$	32,948	$	2,541	$	35,489

The Company's largest customer, including outsourcing partners, represented 14% and 34% of net sales for the three months ended April 1, 2005 and April 2, 2004, respectively.

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HELIX TECHNOLOGY CORPORATION

PART I

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis together with our financial statements, related notes and other financial information appearing elsewhere in this report. In addition to historical information, the following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to competitive factors and other factors discussed under "Important Factors That May Affect Future Results" below.

Overview

We are a world leader in the development, manufacture, and application of innovative vacuum technology solutions for the semiconductor, data storage, and flat panel display markets. Our vacuum systems provide enabling technology for several key steps within the semiconductor manufacturing process, including ion implantation, physical vapor deposition, chemical vapor deposition and etching. Semiconductor manufacturers use our systems to create and maintain a vacuum environment, which is critical to their manufacturing processes. We are a leading provider of vacuum systems technology to the world's largest semiconductor capital equipment and semiconductor manufacturers, placing us at a critical point in their advanced technology manufacturing process. Our products are also used in a broad range of industrial manufacturing applications and advanced research and development laboratories. We also provide an extensive range of global support and vacuum system monitoring services that lower our end-users' total costs of ownership.

In February 2005, we acquired all the issued and outstanding shares of Polycold, a producer of high-speed water vapor cryopumping and cryogenic cooling products. We determined that Polycold's product lines, which include water vapor cryopumps, liquid nitrogen alternatives, detector coolers and gas chillers, will complement and extend our existing product offerings.

The principal market we serve is the global semiconductor capital equipment industry, a highly cyclical business. As a result, we have experienced variations in net sales, expenses, and results of operations in the periods presented, and such variations are likely to continue.

Critical Accounting Policies

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, adequacy of reserves, income taxes, valuation of intangible assets and goodwill, and retirement obligations. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readil y apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates. We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others.

Revenue Recognition and Accounts Receivable. We recognize net sales from product sales upon shipment provided title and risk of loss have been transferred to the customer, there is persuasive evidence of an arrangement, fees are fixed or determinable, and collection is reasonably assured. We generally have no obligations to customers after the date that product is shipped other than pursuant to warranty obligations. Returns and customer credits are infrequent and recorded as a reduction to sales. Discounts from list prices are recorded as a reduction to sales at the time of sale. Net sales from global customer support are recognized as performed or ratably over the period of the related agreements. Upgrade sales result from an end-user's desire to enhance some aspect of its existing Helix products. Net sales from upgrade sales

Page 14

HELIX TECHNOLOGY CORPORATION

PART I

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
(continued)

requiring us to complete the installation is recognized upon completion of the installation and customer acceptance. Net sales from upgrade sales that do not require us to provide installation are recognized upon product shipment presuming all other revenue recognition criteria are met. We enter into multiple-element contracts that include the sale of both products and services. Revenues from contracts with multiple-element arrangements, such as those including products and services, are recognized as each element is earned based on the relative fair value of each element. The fair value of these elements is determined based upon prices charged to customers when the elements are sold separately.

As part of a sale, we offer customers a warranty on defects in materials and workmanship. We continuously monitor and track the related product returns and record a provision for the estimated amount of such future returns based on notification we receive of pending returns. While such returns have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same return rates that we have in the past. Any significant increase in material and workmanship defect rates and the resulting credit returns could have a material adverse impact on our operating results for the period or periods in which such returns materialize. We also maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances might be required.

Inventory and Reserves for Excess and Obsolescence. We value inventory at the lower of cost (first-in, first-out method) or market. We regularly review inventory quantities on hand and record a provision to write down inventory to its estimated net realizable value, if less than cost. This estimate is based upon management's assumptions of future material usage and obsolescence, which are a result of future demand and market conditions. If actual market conditions become less favorable than those projected by management, additional inventory provisions may be required. If inventory is written down to its net realizable value and subsequently there is an increased demand for the inventory at a higher value, the increased value of the inventory is not realized until the inventory is sold, which will result in improved margins in the period in which the product is sold.

Accounting for Income Taxes. We are subject to taxation from federal, state and foreign jurisdictions and the determination of our tax provision is complex. Determining effective income tax rates is highly dependent upon management estimates and judgments, particularly at each interim reporting date. Circumstances that could cause our estimates of effective income tax rates to change include actual and projected full year pretax income, changes in law, and audits by taxing authorities.

We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes", which requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Management judgment is also applied in the determination of deferred tax assets and liabilities and any valuation allowances that might be required in connection with our ability to realize deferred tax assets. Where it is more likely than not that some portion or all of the deferred tax asset will not be realized, we have provided a valuation allowance. If the realization of those deferred tax assets in the future is considered more likely than not, an adjustment to the deferred tax assets would increase net income in the period such determination is made. In the event that actual results differ from these estimates or we adjust these estimates in future periods, an adjustment to the valuation allowance may be required, which co uld materially affect our consolidated financial position and results of operations.

Tax contingencies are recorded to address potential exposures involving tax positions we have taken that could be challenged by taxing authorities. These potential exposures result from the varying application of statutes, rules, regulations and interpretations. Our estimate of the value of our tax contingencies contains assumptions based on past experiences and judgments about potential actions by taxing jurisdictions.

Page 15

HELIX TECHNOLOGY CORPORATION

PART I

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
(continued)

Intangible Assets and Goodwill. We record intangible assets when we acquire other companies. The cost of an acquisition is allocated to the assets and liabilities acquired, including identified intangible assets, with the remaining amount being classified as goodwill. Certain intangible assets such as developed technology and non-compete agreements are amortized over time. Goodwill is not amortized but rather it is periodically assessed for impairment. The allocation of the acquisition cost to intangible assets and goodwill therefore has a significant impact on our future operating results. The allocation process requires the extensive use of estimates and assumptions, including estimates of future cash flows expected to be generated by the acquired assets. Further, when impairment indicators are identified with respect to previously recorded intangible assets, the values of the assets are determined using discounted future cash flow techniques. Significant management judgment is required in the forec asting of future operating results which are used in the preparation of the projected discounted cash flows and should different conditions prevail, material write-downs of net intangible assets could occur. We periodically review the estimated remaining useful lives of our acquired intangible assets. A reduction in our estimate of remaining useful lives, if any, could result in increased amortization expense in future periods.

Retirement Obligations. We have retirement obligations that are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates, rates of compensation increases, and expected long-term rates of return on plan assets, which are usually updated on an annual basis at the beginning of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions. Changes in the related retirement benefit costs may occur due to changes in assumptions.

Results of Operations

First Quarter of 2005 Compared to the First Quarter of 2004

Revenue and Gross Margin

The following table presents our revenue and gross margin:

		Three Months Ended				$			%
(in thousands)		April 1, 2005		April 2, 2004		Change			Change
Net sales	$		38,896	$	40,376	$	(1,480	)		(3.7)%
Cost of sales			23,300		24,576		(1,276	)		(5.2)
Gross margin	$		15,596	$	15,800	$	(204	)			(1.3)%

The decrease in net sales was primarily due to softening of demand in the semiconductor capital equipment manufacturing sector which resulted in declining sales volumes. Partially offsetting this decrease in volume were product sales of approximately $3.8 million attributable to the acquisition of Polycold in February 2005. Internationally, our business grew by approximately $1.1 million, with approximately 34% of this increase attributable to the favorable impact of foreign currency exchange rates, primarily the Euro and Japanese yen.

The gross margin as a percentage of net sales for the first quarter of 2005 was 40.1% compared with 39.1% for the first quarter of 2004. The improvement in the gross margin percentage for the first quarter of 2005 as compared to the first quarter of 2004 was primarily attributable to an increased portion of our product sales coming from more complex, higher-margin vacuum systems. Gross margin in the first quarter of 2005 was negatively impacted by intangible amortization expense of approximately $0.2 million related to the acquisition of Polycold. We expect this intangible amortization expense to continue to negatively impact our gross margin in future periods.

Page 16

HELIX TECHNOLOGY CORPORATION

PART I

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
(continued)

Operating Expenses

The following table presents our operating expenses:

		Three Months Ended				$		%
(in thousands)		April 1, 2005		April 2, 2004		Change		Change
Research and development	$		2,907	$	2,586	$	321		12.4%
Selling, general and administrative			10,582		8,326		2,256		27.1
Total operating expenses	$		13,489	$	10,912	$	2,577			23.6%

As a strategic matter, we are committed to developing technologies to support a new generation of products for 300-millimeter-capable production tools, to expand our support capability, and to improve our core component product lines. As a percentage of net sales, research and development (R&D) expenses increased to 7.5% from 6.4% in the first quarter of 2005 as compared to the first quarter of 2004. The increase in R&D expenses is attributable to higher spending for R&D outside services of approximately $0.2 million and an increase in salaries and related costs from the Polycold acquisition of approximately $0.1 million.

As a percentage of net sales, selling, general and administrative (SG&A) expenses increased to 27.2% from 20.6% in the first quarter of 2005 as compared to the first quarter of 2004. The increase in SG&A expenses is attributable to increased costs of third party professional services for Sarbanes-Oxley compliance of approximately $0.8 million. The increase is also due to increased salaries and related costs from the Polycold acquisition of approximately $0.6 million, including $0.1 million for intangible amortization expense. We expect this intangible amortization expense to continue to increase our SG&A expenses in future periods. The remaining increase in SG&A expenses in the first quarter of 2005 as compared to the first quarter of 2004 relates to the cost of additional personnel in both domestic and international sales and marketing departments.

Joint Venture Income

Income from our joint venture in Japan decreased slightly from $0.6 million in the first quarter of 2004 to $0.5 million in the first quarter of 2005. The decrease from 2004 is attributable to a slow-down in the flat panel display portion of the electronics capital equipment market.

Interest Income and Other, Net

Interest income and other, net, decreased slightly to $0.1 million in the first quarter of 2005 from $0.2 million in the first quarter of 2004. This reflects lower 2005 average cash and investment balances due to the funding of the Polycold acquisition. Interest income was earned primarily from investments in cash equivalents, municipal government agencies and tax-free bonds, and investment-grade securities.

Income Tax Provision

We had pretax income of $2.7 million in the first quarter of 2005 and a corresponding income tax provision of approximately $1.0 million, resulting in an effective tax rate of 36%. The 2005 effective tax rate differs from the statutory tax rate primarily as a result of state income taxes and the effect of foreign operations. Our aggregate tax rate in foreign

Page 17

HELIX TECHNOLOGY CORPORATION

PART I

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
(continued)

jurisdictions is higher than the income tax rate in the United States. This negative tax impact is partially offset by a tax benefit from the undistributed nontaxable equity income from the joint venture.

We had pretax income of $5.7 million in the first quarter of 2004 and a corresponding income tax provision of approximately $1.0 million, resulting in an effective tax rate of 18%. The 2004 effective tax rate differs from the statutory tax rate due to the release of the valuation allowance associated with the utilization of prior year net operating losses and tax credits.

Liquidity and Capital Resources

Cash and cash equivalents and investments were $28.2 million and $76.3 million at April 1, 2005 and December 31, 2004 respectively, a decrease of $48.1 million. Our working capital at April 1, 2005, decreased by approximately $46.0 million from December 31, 2004, primarily due to funding of the acquisition of Polycold.

Cash provided by operating activities was $4.9 million in the first quarter of 2005 compared to $4.1 million in the first quarter of 2004. The increase in the first quarter of 2005 compared to the first quarter of 2004 was primarily attributable to a decline in receivables balances due to lower sales volumes and related cash collections in addition to maintenance of lower inventory levels. This increase was partially offset by a decrease in operating profitability in the first quarter of 2005 as compared to the first quarter of 2004.

Cash provided by investing activities was $0.9 million in the first quarter of 2005 compared to cash used in investing activities of $9.3 million in the first quarter of 2004. In the first quarter of 2005, we acquired all the outstanding shares of Polycold for $50.3 million, net of cash acquired. Net sales and maturities on investments, utilized as the primary source of funding for the acquisition, was $52.0 million in the first quarter of 2005. Capital additions were $0.8 million and $0.5 million in the first quarter of 2005 and 2004, respectively.

Cash used in financing activities was $2.1 million and $0.9 million in the first quarter of 2005 and 2004, respectively. Cash dividends paid to our stockholders during the first quarter of 2005 was $2.1 million, compared with $1.0 million for the first quarter of 2004. We paid a dividend of $0.08 per share and $0.04 per share in the first quarter of 2005 and 2004, respectively. On April 27, 2005, our Board of Directors approved a quarterly cash dividend of $0.08 per share, payable on May 20, 2005, to shareholders of record at the close of business on May 10, 2005.

We have a noncontributory defined benefit pension plan that covers substantially all of our U. S. employees. Our funding policy is to contribute an amount equal to the minimum funding requirements under the Employee Retirement Income Security Act of 1974 ("ERISA"). We may contribute additional amounts if appropriate to our tax and cash position and plan funded status. The minimum funding requirement under ERISA in 2005 is $298,000; however, we expect to contribute $2.1 million to the plan to meet certain funding targets.

We manage our foreign exchange rate risk arising from intercompany foreign currency denominated transactions through the use of foreign currency forward contracts. The gains and losses on these transactions are not material.

We believe that our existing funds and anticipated cash flow from operations will satisfy our working capital and capital expenditure requirements for at least the next 12 months.

Page 18

HELIX TECHNOLOGY CORPORATION

PART I

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
(continued)

Important Factors That May Affect Future Results

This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements appear principally in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements may appear in other sections of this report as well. Generally, the forward-looking statements in this report include such words as "expect," "anticipate," "plan," "intend," "believe," "seek," "estimate," and similar expressions.

The forward-looking statements include, but are not limited to, statements regarding:

- Our strategic plans;

- The outlook for our business and industry;

- Anticipated sources of future revenues;

- Anticipated expenses and spending;

- Anticipated levels of capital expenditures;

- Anticipated tax benefits; and

- The sufficiency of capital to meet working capital and capital expenditure requirements.

Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions. Important factors that could cause our future results to differ materially from those expressed in any forward-looking statements made by us or on our behalf include, but are not limited to, market acceptance of and demand for our products, the success of our strategic initiatives, including our global support operations and new product introductions, the health of the global semiconductor capital equipment market and the timing and scope of any change in the current industry conditions, our success in sustaining order bookings, and the other risk factors contained in Exhibit 99.1 to our Annual Report on Form 10-K filed for the year ended December 31, 2004. As a result of the foregoing, we may experience material fluctuations in our operating results on a quarterly basis, which could materially affect our business, financial position, results of operations and stock price. We unde rtake no obligation to update the information contained in this report to reflect subsequently occurring events or circumstances.

Page 19

HELIX TECHNOLOGY CORPORATION

PART I

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosure about market risk affecting us, see Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K filed with the SEC on March 16, 2005. Our exposure to market risks has not changed materially from that set forth in our Annual Report.

Item 4.  Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, as of April 1, 2005, were designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by Helix in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There was no change in our internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, these controls that occurred during the period covered by this report. We are continuing to analyze, and expect to make changes in, the controls and procedures in place at Polycold, our recently acquired subsidiary.

Page 20

HELIX TECHNOLOGY CORPORATION

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We may be involved in the normal course of business in ordinary routine litigation incidental to the business. We are not a party to any proceedings that involve amounts that would have a material effect on our financial position or results of operations if such proceedings were resolved unfavorably.

Item 6.  Exhibits

a.  Exhibits:

The Exhibits filed as part of this report are listed on the Exhibit Index immediately preceding the exhibits, which Exhibit Index is incorporated herein by reference.

Page 21

HELIX TECHNOLOGY CORPORATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HELIX TECHNOLOGY CORPORATION
	(Registrant)
Date:  April 29, 2005	By:  /s/ James Gentilcore
	James Gentilcore
	President and Chief Executive Officer
Date:  April 29, 2005	By:  /s/ Paul Kawa
	Paul Kawa
	Interim Chief Financial Officer

Page 22

HELIX TECHNOLOGY CORPORATION

Exhibit Index

Exhibit
Number	Description of Exhibits
10.1	Employee Retention Agreement by and between Helix Technology Corporation and Paul Kawa, dated as of March 10, 2005. Filed herewith.
10.2	Summary of Base Salary and Incentive Compensation with Named Executive Officers. Filed herewith.
10.3	Executive Performance Compensation Program, as amended April 27, 2005. Filed herewith.
10.4	Directors Compensation Program. Incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 20, 2004.
31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the
	Sarbanes-Oxley Act of 2002. Filed herewith.
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the
	Sarbanes-Oxley Act of 2002. Filed herewith.
32.1	Certification of the Principal Executive Officer Pursuant to Section 906 of the
	Sarbanes-Oxley Act of 2002. Filed herewith.
32.2	Certification of the Principal Financial Officer Pursuant to Section 906 of the
	Sarbanes-Oxley Act of 2002. Filed herewith.

Page 23

EX-10.1

Exhibit 10.1

HELIX TECHNOLOGY CORPORATION

EMPLOYEE RETENTION AGREEMENT

     THIS EMPLOYEE RETENTION AGREEMENT by and between HELIX TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), and PAUL KAWA (the "Employee") is made as of March 10, 2005 (the "Effective Date").

     WHEREAS, the Company and the Employee desire to enter into this Agreement to reinforce and encourage the continued employment of the Employee by the Company.

     NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein and as an inducement for and in consideration of the Employee remaining in its employ, the parties, subject to the terms and conditions set forth herein, agree as follows:

     Section 1.  Term of Agreement. The term of this Agreement (the "Term"), and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire, subject to Section 12 hereof, on the earlier to occur of (a) the Employee's "normal retirement date" as defined in the Helix Technology Corporation Employees' Pension Plan (unless extended by mutual agreement) and (b) the date of termination of the Employee's employment with the Company.

     Section 2.  Termination Without Cause; Termination for Good Reason.

          (a)  If, during the Term of this Agreement, the Company terminates the employment of the Employee (other than for Cause (as defined below), death or physical or mental incapacity or disability), the Company shall provide the Employee notice of such pending termination six (6) months in advance of the date that such termination becomes effective (a "Termination Notice"). The severance benefits described in Section 2(b) below shall commence on (i) the effective date of the termination as specified in the Termination Notice or any earlier date on which the Employee terminates employment following receipt of the Termination Notice or (ii) the date on which the Employee terminates employment for Good Reason (as defined below) (each a "Termination Date").

          (b)  If, during the Term of this Agreement, (i) the Company gives a Termination Notice to the Employee or (ii) the Employee terminates employment with the Company for Good Reason (as defined below), then, in each case:

                    (1)  Subject to clause (3) below, the Company shall pay to the Employee an aggregate amount (the "Salary Severance") equal to the Employee's annual base salary in effect immediately prior to the Termination Notice or the event giving rise to the termination for Good Reason by the Employee (each a "Trigger Event"). Such amount shall be payable commencing on the Termination Date in weekly payments, each equal to the weekly base salary payments paid to the Employee immediately prior to the Trigger Event, and ending twelve (12) months after the

Termination Date (the "Tail Period"); provided, however, that the Company may, in its sole discretion, accelerate the timing of such payments;

                    (2)  Subject to clause (3) below, if the Trigger Event occurs during any calendar year in which the Employee is a participant in a variable performance award program, the Company shall deem that the "target" performance goal has been achieved and shall pay to the Employee an amount equal to the Employee's bonus as determined under the plan for the achievement of the "target" goal (the "Bonus Severance"). The manner (i.e., cash or stock or a combination thereof) and timing of the Bonus Severance shall be at the discretion of the Board of Directors of the Company, provided, however, that any such payment must be made by no later than the expiration of the Tail Period;

                    (3)  The amounts otherwise payable pursuant to clauses (1) and (2) above shall be reduced by the amount of compensation earned by the Employee (as an employee, consultant or otherwise) during the Tail Period subject to the following limitation: (a) the Salary Severance actually paid to the Employee shall be no less than fifty percent (50%) of the amount otherwise payable under clause (1) above and (b) the Bonus Severance actual paid to the employee shall be no less than fifty percent (50%) of the amount otherwise payable under clause (2) above;

                    (4)  Until the earlier of (a) the expiration of the Tail Period or (b) the date the Employee secures full time employment, the Company shall provide the Employee with medical, dental and life insurance benefits at least equal to those which would have been provided to the Employee if the Employee's employment had not been terminated, in accordance with the applicable benefit plans of the Company in effect on the Termination Date; and

                    (5)  The Company shall provide outplacement services through one or more outside firms of the Employee's choosing up to an aggregate of $5,000, with such services to extend until the earlier of (a) the expiration of the Tail Period or (b) the date the Employee secures full time employment.

          (c)  "Cause" shall mean any one or more of the following, in any case as determined to have occurred by the Board of Directors of the Company (the "Board"):

               (i)    the Employee's willful and continued failure to substantially perform reasonable assigned duties or a material violation by the Employee of the policies, procedures or rules of the Company;

               (ii)   the Employee's commission of, or conviction for, a felony or any act involving fraud, embezzlement, theft, misrepresentation, dishonesty or moral turpitude;

               (iii)  the Employee's indictment for commission of a material crime on the basis of alleged facts of such a serious nature that the Company has reasonable cause to believe that the Employee cannot effectively discharge the

2

Employee's duties and responsibilities, or the Employee's indictment for the commission of a material business related crime;

               (iv)   any gross or willful misconduct of the Employee resulting in substantial loss to the Company or substantial damage to the Company's business or reputation;

               (v)    gross neglect of the Employee's duties resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; or

               (vi)   any material breach by the Employee of this Agreement or any non-competition agreement between the Employee and the Company.

          (d)  "Good Reason" shall mean, without the Employee's consent, the occurrence of any one or more of the following events:

               (i)    a material diminution of the Employee's responsibilities and authority in his capacity as a Corporate Controller (not Interim Chief Financial Officer), only after the Company shall have had an opportunity to cure (any such cure to be effected within thirty (30) days after written notice of the basis for Good Reason is given to the Company by the Employee);

               (ii)   a material reduction in base salary and bonus opportunities, unless all employees of the Company with similar responsibilities and authority as the Employee suffer a substantially similar reduction;

               (iii)  the relocation of the Employee's office to a location more than fifty (50) miles from Mansfield, Massachusetts; or

               (iv)   the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a merger, consolidation, sale of assets or similar transaction.

     Section 3.  Limit on Parachute Payments. In the event that any benefit received or to be received by you in connection with the termination of your employment (whether pursuant to the terms of this Agreement or otherwise) ("Parachute Payments") would not be deductible (in whole or part) as a result of section 280G of the Internal Revenue Code of 1986, as amended, by the Company, an affiliate or other person making such payment or providing such benefit, the Parachute Payments shall be reduced until no portion of the Parachute Payments is not deductible.

     Section 4.  Non-Competition; Trade Secrets.

          (a)  Except as set forth below, for a period of three (3) years following termination of the Employee's employment with the Company for any reason, the Employee agrees not to accept or continue to hold any position in any capacity, whether

3

as an employee, agent, consultant, investor, director or otherwise, with any person, firm or corporation, whose present or planned business is competitive with the business of the Company as it exists on the Termination Date. In the event the Employee's employment with the Company is terminated by the Company without Cause or by the Employee for Good Reason, the foregoing non-competition covenant shall apply for two (2) years following the Termination Date. Ownership by the Employee of less than one percent (1%) of the outstanding stock or securities in any business enterprise shall not itself be deemed to be engaging in any activity prohibited by this Section 4(a).

          (b) If the Employee has not already done so, the Employee agrees to execute and abide by the Company's standard form of agreement presently in effect protecting the Company's inventions, patents and proprietary and confidential information and the Employee agrees to execute and abide by any subsequent agreement generally in effect for the Company's officers and key employees.

     Section 5.  Assignment. The rights and benefits of the Employee hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Company, and the heirs, executors and administrators of the Employee, and shall be assignable by the Company to any entity acquiring substantially all of the assets of the Company, whether by merger, consolidation, sale of assets or similar transaction.

     Section 6.  Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered, sent by certified or registered mail or sent by overnight courier service as follows (unless another address designated by any party hereto by is given by similar notice):

          (a)  if to the Employee, to the Employee's address as set forth in the records of the Company; and

          (b)  if to the Company, to the address of its principal executive offices, attention: President, with a copy to Matthew J. Gardella, Esquire, Palmer & Dodge LLP, 111 Huntington Avenue, Boston, Massachusetts 02199.

     Section 7.  Waiver of Breach. A waiver by the Company or the Employee of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party.

     Section 8.  Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be modified only by an agreement in writing signed by the parties hereto.

     Section 9.  Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to

4

be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

     Section 10.  Costs. In the event that a dispute shall arise between the parties hereto with respect to any term or provision of this Agreement or the subject matter hereof, all costs and expenses (including attorney fees incurred by the Company or the Employee associated with such dispute) shall be borne by the respective party incurring such costs and expenses.

     Section 11.  Interpretation; Applicable Law. This Agreement and its terms are subject to reasonable interpretation by the Compensation Committee of the Board in its sole discretion. The terms of this Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of laws provisions) of the Commonwealth of Massachusetts.

     Section 12.  Survival of Provisions. The provisions of Section 2, Section 3, Section 4, Section 5, Section 6, Section 10, Section 11, Section 12 and Section 15 of this Agreement will survive the termination of the Employee's employment hereunder and the termination of this Agreement.

     Section 13.  Not an Employment Contract. The Employee acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Employee as an employee and that this Agreement does not prevent the Employee from terminating employment at any time.

     Section 14.  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

     Section 15.  Taxes. Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law. Notwithstanding anything herein to the contrary, the Company shall accelerate the timing of any amounts payable to the Employee hereunder if and as necessary to prevent such amounts from being deemed "deferred compensation" pursuant to the American Jobs Creation Act of 2004 (or the rules and regulation promulgated thereunder).

     Section 16.  Complete Agreement. This Agreement supersedes all other prior agreements between the Employee and the Company concerning the Employee's employment with the Company, and none of such agreements shall be of any force or effect whatsoever; provided, however, that nothing contained herein shall be deemed to limit or otherwise affect the provisions of any other agreement, arrangement or policy concerning the Employee and the Company that is unrelated to the subject matter of this Agreement.

[SIGNATURE PAGE FOLLOWS]

5

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

HELIX TECHNOLOGY CORPORATION

By:  /s/ James Gentilcore

       Name:  James Gentilcore

       Title:   Chief Executive Officer

EMPLOYEE

       /s/ Paul Kawa

       Paul Kawa

       Interim Chief Financial Officer

EX-10.2

Exhibit 10.2

Summary of
Base Salary and Incentive Compensation with Named Executive Officers

Incentive Compensation for 2004 and Base Salary for 2005

     On January 25, 2005, the Human Resources and Compensation Committee (the "Committee") of the Board of Directors of Helix Technology Corporation (the "Company") approved the following executive compensation:

Name	2005 Base Salary	2004 Incentive Compensation
Robert J. Lepofsky1	n/a	$130,000
James Gentilcore2	$375,000	$75,000
Jay Zager3	$262,500	$60,000
Robert E. Anastasi4	$290,000	$70,000
Mark E. Jalbert5	$207,000	$50,000

1 Mr. Lepofsky served as the Company's President and Chief Executive Officer until his retirement on December 31, 2004. Mr. Lepofsky continues as a Director of the Company and effective January 1, 2005 was appointed Chairman of the Board of Directors. As a non-employee Director, Mr. Lepofsky is entitled to the director compensation described in our 2005 Director Compensation Program, which is filed as part of our Current Report on Form 8-K dated December 14, 2004.

2 Mr. Gentilcore, previously our Executive Vice President and Chief Operating Officer, became our President and Chief Executive Officer effective on January 1, 2005, see our Current Reports of Form 8-K dated November 17, 2004 and December 14, 2004. At such time, Mr. Gentilcore was also appointed to our Board of Directors.

3 Mr. Zager served as our Senior Vice President and Chief Financial Officer until February 28, 2005. At such time, our Corporate Controller Paul Kawa became Interim Chief Financial Officer, see below.

4 Mr. Anastasi is our Executive Vice President.

5 Mr. Jalbert is our Senior Vice President.

     In addition, on March 10, 2005, the Committee increased Paul Kawa's 2005 base salary from $167,000 to $200,000 in connection with his appointment as Interim Chief Financial Officer.

2005 Executive Performance Compensation

     In December 2004, the Company adopted the Executive Performance Compensation Program (see our Current Report of Form 8-K, dated December 14, 2004),

which it amended on April 27, 2005 (see Exhibit 10.3 hereto) (as amended, the "Program").

     On April 27, 2005, in accordance with the terms of the Program, the Committee approved the selection of the following persons identified in our 2005 proxy statement as a "Named Executive Officer" to participate in the Program for the 2005 performance year. The names of such persons, the 2005 performance criteria approved by the Committee and the relative weighting of such criteria is set forth below. The payment of incentive compensation, if any, depends on the level of achievement of these performance goals as described in more detail in the Program.

Name	Performance Criteria and Relative Weighting	Maximum 2005 Bonus Opportunity
Robert E. Anastasi	Performance criteria relative to peer companies (60%) Various financial metrics relating to business (20%) Performance criteria regarding global operations strategy and market initiatives (20%)	100% of 2005 base salary
James Gentilcore	Performance criteria relative to peer companies (60%) Various corporate financial metrics (20%) Performance criteria regarding strategic initiatives (20%)	100% of 2005 base salary
Mark E. Jalbert	Performance criteria relative to peer companies (20%) Various financial metrics relating to business (40%) Performance criteria regarding strategic initiatives (40%)	60% of 2005 base salary
Paul Kawa	Performance criteria relative to peer companies (60%) Various corporate financial metrics (20%) Performance criteria regarding strategic initiatives (20%)	40% of 2005 base salary

Additional Information

     Additional information about compensation for our Named Executive Officers will be set forth in the Proxy Statement for our 2005 Annual Meeting of Stockholders, which will be filed with the SEC on or about May 2, 2005.

EX-10.3

HELIX

EXECUTIVE PERFORMANCE COMPENSATION PROGRAM

(As amended on April 27, 2005)

1.  Purpose

     Helix Technology Corporation (the "Company") has historically paid key employees discretionary annual cash bonuses and periodically awarded them stock options. To better align total compensation with shareholders' interests and encourage employees to meet and exceed performance expectations, the Company has adopted this Executive Performance Compensation Program (the "Program") to provide key employees with the opportunity to earn a larger annual bonus generally payable in Company common stock ("Shares"). The payment of any award will be contingent upon the achievement of certain performance goals established at the beginning of each year for each individual. Such goals and the resulting bonus will be set with the purpose of closely-linking bonus pay to the desired employee behavior and the achievement of the Company's business plans. In addition, by basing the number of Shares awarded on the average stock price of t he performance year rather than the date of payment, the Company will allow Participants (as defined below) to further share in any value created by their performance. To help assure the creation of long-term shareholder value, each Participant will be required to retain the award Shares until certain Share ownership levels are attained. Any stock awards are to be granted under the Company's 1996 Equity Incentive Plan, as amended (the "Equity Plan") and are subject to the terms and conditions of the Equity Plan.

2.  Effective Date

     The Program will be effective for the 2005 calendar year (i.e., for bonuses paid in 2006), and subsequent calendar years unless the Board determines otherwise. Bonuses for 2004 (which are payable in 2005) will not be affected by the Program.

3.  Administration of Program

     The Program shall be administered by the Human Resources and Compensation Committee of the Board of Directors (the "Board") or such other committees as the Board may appoint satisfying the requirements to qualify for an exemption under Rule 16b-3 under the Securities Exchange Act of 1934 (the "Committee"). The Committee shall appoint a person (the "Program Administrator") to keep records of all elections of Participants and ensure timely payment of both the cash and equity elements of the Program according to the rules set forth below. Notwithstanding the foregoing, the Program Administrator shall not have any authority over the administration of stock awards under the Program; the administration of such awards shall be governed by Section 3 of the Equity Plan.

4.  Eligibility and Participation

     All employees of the Company and its affiliates capable of contributing to the successful performance of the Company are eligible to become participants in the Program. Each year, the

Committee will identify which employees will participate in the Program and will so advise those employees of their eligibility (each such employee, a "Participant").

5.  Awards

     (a)  General.

     Each Participant will be eligible to earn a bonus for a designated Company fiscal year (a "Performance Year"). A Participant's award will be earned based upon the attainment of written performance objectives approved in advance by the Committee.

     (b)  Maximum Award.

     Participants will be eligible for annual awards up to the following maximum amounts ("Maximum Amounts"): executive officers, 100% of base salary; division leaders, 60% of base salary; and other senior staff, 40% of base salary. Other employees designated as Participants will be eligible for awards in the discretion of the Committee. Base salary as used for this purpose will be the base salary in effect for the Performance Year.

     (c)  Nature of Awards.

     All awards under the Program will be denominated in dollars and generally paid in Shares. Participants will be permitted, however, to elect to receive up to 35% of any award in cash. Any Shares awarded under the Program will be issued pursuant to the Equity Plan.

     (d)  Award Conditions.

     In the month of December preceding the Performance Year, the Committee or its designees will discuss with Participants the general business criteria and performance metrics that will affect the amount of the bonus to be paid in the second quarter after the close of the Performance Year. No later than March 1^st of the Performance Year (May 1^st of the 2005 Performance Year), the Committee will announce to each Participant the specific performance goals that must be met that year for a bonus to be payable in the following year. The performance goals for the five highest paid executive officers generally will be based upon one or more of the general business criteria: (i) increases in the price of Common Stock, (ii) market share, (iii) sales, (iv) revenue, (v) return on equity, assets, or capital, (vi) economic profit (economic value added), (vii) total shareholder return, (viii) costs, (ix) expenses, (x) margins, (xi) earnings or earnings per share, (xii) ca sh flow, (xiii) customer satisfaction, (xiv) operating profit, (xv) research and development, (xvi) product development, (xvii) manufacturing, or (xviii) any combination of the foregoing, including without limitation goals based on any measures relative to appropriate peer groups or market indices. The performance goals of divisional leaders will be tied substantially to the performance of their divisions. The performance goals of executive officers will be closely-aligned with Company-level performance factors.

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     (e)  Relationship of Bonus to Performance.

     The Committee will establish three (3) levels of performance for each Participant - Minimum, Target, and Stretch with corresponding bonus amounts. Initially, these performances levels and bonus amounts will be established as follows:

Expected Performance Level	Estimated Level of Performance	Likelihood of Exceeding Level	Payout as a Percentage of Maximum Award
Minimum (acceptable)	80% of target	80%	50%
Target	--	50%	75%
Stretch	120% of target	20%	100%

     No bonus will be paid for performance below the Minimum level. Performance within the levels will be paid proportionately on a linear basis.

     (f)  Award Determination.

     On or before the later of (1) April 1^st of the year following the Performance Year, or (2) 30 days after the receipt of the Company's audited financial statements, the Committee will determine the extent to which the performance goals have been satisfied and the dollar amount of the bonus. Notwithstanding the attainment of the performance goals by a Participant, the Committee will have the discretion to adjust the amount of the bonus that is otherwise payable at a given level of performance to take into account such factors as the Committee may deem relevant.

     (g)  Election of Payment Form.

     After an award determination is made, each Participant will be given an opportunity to elect to receive up to 35% of the award in cash. The number of Shares to be transferred to a Participant for the non-cash portion of the award will be determined by dividing the dollar amount of the remaining portion of the award by the average of the closing price of a Share on the last trading day of each month during the Performance Year.

     (h)  Timing of Payment.

     Payments will be made as soon as reasonably practical following the determination of the awards by the Committee.

6.  Tax Withholding

     All amounts paid under the Program are subject to income and employment tax withholding. Participants may sell in the market place or (at the discretion of the Company)

3

back to the Company a sufficient number of Shares to cover tax withholding obligations on the portion of the award paid in Shares. All tax withholding on amounts paid in cash must be satisfied by the cash portion of the award.

7.  Adjustments

     In the event of a merger, acquisition, sale of assets, or other corporate transaction, or in the case of any unexpected circumstances, or any unusual or material event (whether or not constituting a change in control of the Company), the Committee may make adjustments to the awards (including modification of the performance goals, the substitution of other consideration, the deferral of payments, and the reduction of the size of awards) as it determines appropriate.

8.  Effect of Termination of Employment

     No bonus shall be payable if a Participant fails for any reason to be employed by the Company through January 31^st of the year following the Performance Year unless otherwise provided in a written employment, severance, or change in control agreement, or in the discretion of the Committee. It will not be necessary for a Participant to be employed on the date that bonuses are paid.

9.  Share Retention Requirements

     As a condition to participation in the Program, and as a condition for eligibility to receive future awards, a Participant shall not sell any Shares received under the Program (other than Shares sold or surrendered to satisfy any tax withholding permitted by this Program) during the period of time that the Participant is employed by the Company unless the Participant would own after such proposed sale (disregarding any Shares that have been acquired by the Participant pursuant to other Company-sponsored programs) a sufficient number of Shares with a then fair market value of no less than the amount determined in accordance with the following schedule and based upon the Participant's employment classification as of the proposed date of sale:

     Executive officers                           200% of base salary

     Division leaders                              100% of base salary

     Senior staff                                       50% of base salary

Any sales or other disposition of Shares must be made in compliance with Section 16 of the Securities Exchange Act of 1934, the rules promulgated thereunder, and the Company's insider trading requirements. Cash dividends paid with respect to any Shares awarded under the Program are not subject to any retention requirements. The Committee may require a Participant to provide proof of ownership of Shares sufficient to satisfy the foregoing Share retention requirements in such form and at such times as the Committee determines is appropriate.

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10.  Effect Upon Other Equity Awards

     Effective January 1, 2005, the Company will generally grant stock options, stock appreciation rights, restricted stock, and other equity awards only in cases of new hires, in recognition of promotions or material changes in responsibility, for achieving significant milestones, or in connection with special corporate events.

11.  Delegation of Authority

     At the discretion of the Committee, all determinations for division leaders and below may be delegated to the Company's Chief Executive Officer or President.

12.  No Right To Employment

     No person shall have any claim or right to be granted an award. Neither the Program nor any award hereunder shall be deemed to give any employee the right to continued employment or service or to limit the right of the Company to discharge any employee at any time.

13.  Non-Transferability

     A Participant may not assign, sell, encumber or otherwise transfer any rights or interest under the Program, except by will or the laws of descent and distribution.

14.  Amendment and Termination

     The Board may amend, suspend or terminate the Program or any portion thereof at any time, subject to such stockholder approval as the Board determines to be necessary or advisable to comply with any tax or regulatory requirement.

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EX-31.1

HELIX TECHNOLOGY CORPORATION

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, James Gentilcore, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Helix Technology Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 29, 2005	/s/ James Gentilcore
	James Gentilcore
	President and Chief Executive Officer

EX-31.2

HELIX TECHNOLOGY CORPORATION

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Kawa, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Helix Technology Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 29, 2005	/s/ Paul Kawa
	Paul Kawa
	Interim Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

HELIX TECHNOLOGY CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Helix Technology Corporation (the "Company") Quarterly Report on Form 10-Q for the period ending April 1, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James Gentilcore, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	HELIX TECHNOLOGY CORPORATION
Date:  April 29, 2005	/s/ James Gentilcore
	James Gentilcore
	President and Chief Executive Officer

EX-32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

HELIX TECHNOLOGY CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Helix Technology Corporation (the "Company") Quarterly Report on Form 10-Q for the period ending April 1, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul Kawa, Interim Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	HELIX TECHNOLOGY CORPORATION
Date:  April 29, 2005	/s/ Paul Kawa
	Paul Kawa
	Interim Chief Financial Officer