def14a

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


	Filed by the Registrant x
	Filed by a Party other than the Registrant o

	Check the appropriate box:


	o Preliminary Proxy Statement
	o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x Definitive Proxy Statement
	o Definitive Additional Materials
	o Soliciting Material Pursuant to §240.14a-12


	o No fee required.
	o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


	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):


	o 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.

The Annual Meeting of Shareholders of Rochester Medical Corporation (the “Company”) will be held January 22, 2004, at 3:30 o’clock p.m. (Central Standard Time) in the Rochester Room, Minneapolis Hilton and Towers Hotel, 1001 Marquette Avenue, Minneapolis, Minnesota 55403 to consider and take action upon the following matters:


	1. To elect five directors to serve until the next Annual Meeting of Shareholders.

	2. To ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending September 30, 2004.

	3. To act upon any other business that may properly come before the meeting and any adjournment thereof.

The Board of Directors has fixed the close of business on November 26, 2003, as the record date for the determination of the shareholders entitled to vote at the meeting or any adjournment thereof.


	By Order of the Board of Directors



	ANTHONY J. CONWAY
	President and Secretary

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.

This Proxy Statement is furnished to the shareholders of Rochester Medical Corporation (the “Company”), in connection with the solicitation by the Company’s Board of Directors of the enclosed proxy for use at the 2004 Annual Meeting of Shareholders of the Company to be held on Thursday, January 22, 2004, at 3:30 o’clock p.m. (Central Standard Time) in the Rochester Room, Minneapolis Hilton and Towers Hotel, 1001 Marquette Avenue, Minneapolis, Minnesota 55403, or at any adjournment(s) thereof (the “2004 Annual Meeting”) for the purposes set forth in the Notice of Annual Meeting of Shareholders. The persons named as proxies in the enclosed form of proxy will vote the Common Stock according to the instructions given therein or, if no instruction is given, then in favor of all nominations and Proposal 2. A person giving a proxy may revoke it before it is exercised by delivering to the Secretary of the Company a written notice terminating the proxy’s authority or by duly executing a proxy bearing a later date. A shareholder who attends the meeting need not revoke his or her proxy and vote in person unless he or she wishes to do so.

The Company will pay expenses for solicitation of proxies. Proxies are being solicited primarily by mail, but, in addition, directors, officers and regular employees of the Company, who will receive no extra compensation for their services, may solicit proxies personally, by telephone or by special letter. So far as the management of the Company is aware, only matters described in this Proxy Statement will be acted upon at the meeting. If another matter requiring a vote of shareholders properly comes before the meeting, the persons named as proxies in the enclosed proxy form will vote on such matter according to their judgment.

A copy of the Company’s Annual Report to Shareholders for the fiscal year ended September 30, 2003, is being furnished to each shareholder with this Proxy Statement.

The principal executive offices of the Company are located at One Rochester Medical Drive, Stewartville, Minnesota 55976. The approximate mailing date of this Proxy Statement and the accompanying form of proxy is December 17, 2003.

The Common Stock of the Company, without par value, is the only authorized voting security of the Company. Only holders of the Company’s Common Stock whose names appear of record on the Company’s books on November 26, 2003, are entitled to receive notice of, and to vote at, the 2004 Annual Meeting. At the close of business on November 26, 2003, a total of 5,428,431 shares of Common Stock were outstanding, each entitled to one vote. Holders of Common Stock do not have cumulative voting rights.

The Company’s By-Laws provide that the shareholders or the Board of Directors may set the number of directors to constitute the Company’s Board of Directors. Recent federal legislation and resulting amendments to Nasdaq listing requirements mandate that a majority of the Company’s directors be independent directors. As executive officers of the Company, neither Philip J. Conway nor Richard D. Fryar can be considered “independent” within the meaning of these requirements. They have therefore informed the Board of Directors of their intention not to stand for re-election to the Board of Directors and to retire as directors of the Company effective as of the close of business at the 2004 Annual Meeting, but will continue in office as executive officers of the Company. The Board of Directors therefore has determined to set the number of directors to be elected at the 2004 Annual Meeting at five, of whom three will be independent directors. Each director is elected at the Annual Meeting of Shareholders to hold office until the Annual Meeting of Shareholders next held after his or her election.

It is intended that the persons named as proxies in the enclosed form of proxy will vote the proxies received by them for the election as directors of the nominees named in the table below except as specifically directed otherwise. Each nominee has indicated a willingness to serve, but in case any nominee is not a candidate at the meeting, for reasons not now known to the Company, the proxies named in the enclosed form of proxy may vote for a substitute nominee in their discretion. Information regarding these nominees is set forth in the table below.

Anthony J. Conway, a founder of the Company, has served as Chairman of the Board, Chief Executive Officer, President, and Secretary of the Company since May 1988, and was its Treasurer until September 1997. In addition to his duties as Chief Executive Officer, Mr. Anthony Conway actively contributes to the Company’s research and development and design activities. From 1979 to March 1988, he was President, Secretary and Treasurer of Arcon Corporation (“Arcon”), a company that he co-founded in 1979 to develop, manufacture and sell latex-based male external catheters and related medical devices. Prior to founding Arcon, Mr. Anthony Conway worked for twelve years for International Business Machines Corporation (“IBM”) in various research and development capacities. Mr. Anthony Conway is one of the named inventors on numerous patent applications that have been assigned to the Company, of which to date 19 have resulted in issued United States patents and 32 have resulted in issued foreign patents.

Darnell L. Boehm has served as a Director of the Company since October 1995. Since 1986, Mr. Boehm has served as a Director of Aetrium, Inc., a manufacturer of electromechanical equipment for handling and testing semiconductors. From 1986 to 2000, Mr. Boehm also served as the Chief Financial Officer and Secretary of Aetrium. From August 1999 to January 2002, Mr. Boehm served as a Director of ALPNET, Inc.,

a supplier of multilingual information services including language translation, product localization and other services. He is also the principal of Darnell L. Boehm & Associates, a management consulting firm.

Peter R. Conway has served as a Director of the Company since May 1988. He is a Director and the Chief Executive Officer of Halcon Corporation, a manufacturer of quality custom office furniture of which he was a co-founder in 1978. From 1979 to 1985 Mr. Peter Conway served as a director of Arcon.

Roger W. Schnobrich has served as a director of the Company since October 1995. Mr. Schnobrich currently is of counsel with the law firm of Hinshaw & Culbertson and previously was a partner with such firm since 1997. Prior to joining Hinshaw & Culbertson, Mr. Schnobrich was a partner in the law firm of Popham, Haik, Schnobrich and Kaufman Ltd. for more than five years.

Benson Smith has served as a director of the Company since May 2001. Mr. Smith has been a lecturer for the Gallup organization since April 2000. Prior to joining the Gallup organization, Mr. Smith worked for several years with C.R. Bard, a company specializing in medical devices, serving most recently as President and Chief Operating Officer. In 1991, Mr. Smith was elected to the position of Group Vice President, responsible for C.R. Bard’s urological product group. He was promoted to the position of Executive Vice President in 1993 and became a member of C.R. Bard’s Board of Directors in 1994. Shortly thereafter, Mr. Smith was promoted to the position of President and Chief Operating Officer. Mr. Smith is also a director for Zoll Medical.

The Board of Directors recommends that the shareholders vote FOR the nominees named above as directors of the Company for the ensuing year.

During the fiscal year ended September 30, 2003, the Board of Directors met on one occasion and adopted resolutions by unanimous written consent on eight additional occasions.

The Board of Directors has established a Compensation Committee and an Audit Committee. The Audit Committee has oversight of the Company’s financial statements, financial reporting process, systems of internal accounting and financial controls, internal audit function, the annual independent audit of the Company’s financial statements and legal compliance. The Compensation Committee has power and authority to recommend compensation for the Company’s executive officers. Messrs. Boehm, Schnobrich and Smith are members of both the Audit Committee and the Compensation Committee. The Audit Committee met six times and the Compensation Committee met one time during the fiscal year ended September 30, 2003.

No director of the Company attended fewer than 75% of all board and committee meetings.

No director who is also an employee of the Company receives any separate compensation for services as a director. Each non-employee director currently receives $1,000 per meeting attended in person and $500 per meeting in which the director participates by telephone. Non-employee directors also receive reimbursement of out-of-pocket expenses incurred with respect to their duties as board or committee members.

Non-employee directors can also each receive stock options under the Company’s 2001 Stock Incentive Plan (the “2001 Plan”). Each Grant has the following terms: (1) the exercise price is equal to the fair market value (as defined in the 2001 Plan) of the Common Stock on the date of grant; (2) the exercise price is payable upon exercise in cash or in Common Stock held at least six months, (3) the term of the option is 10 years, (4) the option is immediately exercisable and (5) the option expires if not exercised within twelve months (i) after the optionee ceases to serve as a Director or (ii) following the optionee’s death.

Messrs. Darnell Boehm, Roger W. Schnobrich, Peter R. Conway and Benson Smith are the only non-employee Directors of the Company and therefore the only Directors eligible to receive the compensation described above. On January 2, 2003, Messrs. Boehm, Schnobrich, Smith and Peter Conway each received an option to purchase 2,000 shares of Common Stock.

In addition to its executive officers who are also directors of the Company, the Company employs the following executive officers:

David A. Jonas has served as the Company’s Treasurer since November 2000 and as its Chief Financial Officer since May 2001. From June 1, 1998 until May 2001, Mr. Jonas served as the Company’s Controller. From August 1999 until October 2001, Mr. Jonas served as the Company’s Director of Operations and had principal responsibility for the Company’s operational activities. Since November 2000, Mr. Jonas has also had principal responsibility for the Company’s financial activities. Prior to joining the Company, Mr. Jonas was employed in various financial, financial management and operational management positions with Polaris Industries, Inc. from January 1989 to June 1998. Mr. Jonas holds a BS degree in Accounting from the University of Minnesota and is a certified public accountant.

Philip J. Conway, a founder of the Company, has served as Vice President of Production Technologies of the Company since August 1999 and as a Director of the Company since May 1988. From 1988 to July 1999, Mr. Philip Conway served as Vice President of Operations of the Company. Mr. Philip Conway is responsible for plant design as well as new product and production processes, research, design and development activities. Since November 2001, he has had primary responsibility for the Company’s operational activities. From 1979 to March 1988, Mr. Philip Conway served as Plant and Production Manager of Arcon, a company that he co-founded. Prior to joining Arcon, Mr. Philip Conway was employed in a production supervisory capacity by AFC Corp., a manufacturer and fabricator of fiberglass, plastics and other composite materials. He is one of the named inventors on numerous patent applications that have been assigned to the Company, of which to date 19 have resulted in issued United States patents and 32 have resulted in issued foreign patents.

Richard D. Fryar, a founder of the Company, has served as a Director and as Vice President of Research and Development of the Company since May 1988. Mr. Fryar is responsible for overseeing the Company’s research and development and regulatory affairs activities. From 1984 to March 1988, Mr. Fryar was employed by Arcon, a company that he co-founded, in research and development capacities. From 1969 to 1984, he was employed by IBM in various research and development capacities. He is one of the named

inventors on numerous patent applications that have been assigned to the Company, of which to date 19 have resulted in issued United States patents and 32 have resulted in issued foreign patents.

Dara Lynn Horner joined the Company in November 1998 and serves as the Company’s Vice President of Marketing. From November 1998 until November 1999, Ms. Horner served as Marketing Director for the Company’s FemSoft Insert product line. Ms. Horner has principal responsibility for management of the Company’s marketing activities. From 1990 until joining the Company in 1998, Ms. Horner was employed by Lake Region Manufacturing, Inc., a medical device manufacturer, most recently as Marketing Director.

Martyn R. Sholtis joined the Company in April 1992 and serves as the Company’s Corporate Vice President. Mr. Sholtis is responsible for all international and private label sales and for corporate business development activities. From 1985 to 1992 Mr. Sholtis was employed by Sherwood Medical, a company that manufactured and sold a variety of disposable medical products including urological catheters, most recently as Regional Sales Manager for the Nursing Care Division.

The Company’s executive officers are employed pursuant to annually renewing employment agreements which continue until terminated by either the Company or the employee. Under each respective agreement, employment continues unless terminated by the employee or by the Company. Each such agreement contains confidentiality and assignment of invention provisions benefiting the Company, and the employment agreements with Messrs. Conways and Fryar also contain non-competition provisions benefiting the Company.

The Compensation Committee of the Board authorized change in control agreements with Philip J. Conway, Vice President of Production Technologies, and Richard D. Fryar, Vice President of Research and Development, on December 1, 1998, and with Anthony J. Conway, President and Chief Executive Officer, Dara Lynn Horner, Vice President of Marketing, David A. Jonas, Chief Financial Officer, and Martyn R. Sholtis, Corporate Vice President, on November 21, 2000. The Compensation Committee and the Board believe that the arrangements are appropriate to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction if a change in control of the Company is proposed. The Compensation Committee and the Board believe that it is important, should the Company or its shareholders receive a proposal for transfer of control of the Company, that management be able to assess and advise the Board whether such proposal would be in the best interests of the Company and its shareholders and to take such other actions regarding such proposal as the Board might determine to be appropriate, without being influenced by the uncertainties of management’s own personal situation

The change in control agreements, which are substantially the same for each individual, provide that each employee agrees to continue employment with the Company following a Change in Control (as defined), unless such employment is terminated because of death, disability or by the employee for Good Reason (as defined). If a Change in Control occurs and the individual remains employed by the Company for twelve months following such Change in Control, then the individual will be entitled to receive a payment equal to 2.5 times such individual’s earned compensation (salary plus cash bonuses) during the 12 month period. If an individual’s employment is terminated within twelve months following a Change in Control by the Company without Cause (as defined) or by the individual for Good Reason, then the individual will be entitled to receive a payment equal to 2.5 times such individual’s earned compensation during the one year period prior to the date of the Change in Control. In either case, payments to an individual are subject to excess payment limitations, such that the amounts payable under such individual’s agreement shall be reduced until no portion of the total payments by the Company to such individual as a result of the change in control (including the value of accelerated vesting of stock options) will not be deductible solely as a result of Section 280G of the Internal Revenue Code of 1986, as amended.

The following table sets forth, as of November 1, 2003, certain information with respect to the beneficial ownership of the Common Stock of the Company by (i) each person who, to the knowledge of the Company, owned beneficially more than five percent of such stock, (ii) each director, (iii) each executive officer named in the “Summary Compensation Table” below and (iv) all directors and executive officers as a group. Unless otherwise noted, shares are subject to the sole voting and investment power of the indicated person.


	(1)	Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission, and includes general voting power and/or investment power with respect to securities. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of November 1, 2003 are deemed to be outstanding for the purpose of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person.

	(2)	The address of each executive officer of the Company is One Rochester Medical Drive, Stewartville, Minnesota 55976.

	(3)	Messrs. Anthony J. Conway, Peter R. Conway and Philip J. Conway are brothers.

	(4)	Includes 92,000 shares issuable upon exercise of currently outstanding options at prices ranging from of $4.33 to $17.25 per share. Also includes 39,300 shares held by his wife and 100 shares held by his son, as to which he disclaims beneficial ownership.

	(5)	Includes 43,000 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $20.00 per share. Mr. Peter R. Conway’s address is Route 1, Box 1575, Chatfield, Minnesota 55923.

	(6)	Includes 56,000 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $17.25 per share. Also includes 4,800 shares held in an IRA for the benefit of Mr. Philip J. Conway’s wife, as to which he disclaims beneficial ownership.

	(7)	Includes 56,000 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $17.25 per share.

	(8)	Includes 43,000 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $20.00 per share. Also includes 2,350 shares held for the benefit of a minor child. Mr. Boehm’s address is 19330 Bardsley Place, Monument, Colorado 80132.


	(9)	Includes 43,000 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $20.00 per share. Also includes 12,000 shares held in an IRA for the benefit of Mr. Schnobrich. Mr. Schnobrich’s address is 3100 Campbell Mithun Tower, Minneapolis, Minnesota 55402.


(10)	Includes 43,500 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $15.375 per share. Also includes 2,050 shares held indirectly by Mr. Sholtis’ mother and also includes 3,490 shares held indirectly for the benefit of his wife.

(11)	Includes 52,500 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $14.75 per share.

(12)	Includes 22,000 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $8.25 per share.

(13)	Includes 508,500 shares issuable upon exercise of currently outstanding options at prices ranging from $4.33 to $20.00.

Executive compensation is determined by the Board of Directors based on the recommendations of the Compensation Committee, which is composed entirely of independent, outside directors. The following information sets forth the compensation paid by the Company for services rendered during the three fiscal years ended September 30, 2003 for the Company’s Chief Executive Officer and for each of the other four most highly compensated executive officers.


(1)	With respect to each of the named executive officers, the aggregate amount of perquisites and other personal benefits, securities or property received was less than either $50,000 or 10% of the total annual salary and bonus reported for such named executive officer.

(2)	Annual bonus amounts are earned and accrued during the fiscal years indicated, and paid subsequent to the end of the fiscal year.

The following table sets forth information with respect to options granted to the Company’s named executive officers during the fiscal year ended September 30, 2003:


(1)	Potential realizable value is based on an assumption that the market price of the stock appreciates at the stated rate, compounded annually, from the date of grant until the end of the ten year option term. These values are calculated based on regulations promulgated by the Securities and Exchange Commission and do not reflect the Company’s estimate of future stock price appreciation. There is no assurance that the actual stock price appreciation over the ten-year option term will be at the assumed 5% or 10% levels, or at any other defined level.

(2)	The exercise price of each option is equal to the market value of the Common Stock on the date of grant. The exercise price is payable in cash, or, at the discretion of the Stock Option Committee, in Common Stock of the Company already owned by the optionee or by promissory note acceptable to the Company.

(3)	The option vests and becomes exercisable for the option shares in four equal, successive annual installments. The option is subject to earlier termination in the event of optionee’s cessation of service with the Company.

The following table sets forth information with respect to the value of options held by the named executive officers as of September 30, 2003 and exercised during the fiscal year ended September 30, 2003:


(1)	An in-the-money option is an option which has an exercise price for the Common Stock which is lower than the fair market value of the Common Stock on a specified date. The fair market value of the Company’s Common Stock at September 30, 2003 was $11.26 per share.

(2)	Value realized is based on the fair market value of the Company’s Common Stock on the date of exercise minus the exercise price and does not necessarily indicate that the optionee sold such stock.

The Company’s Compensation Committee (the “Committee”) was established in 1995 and is composed entirely of independent, outside members of the Company’s Board of Directors. The Committee reviews and approves each of the elements of the executive compensation program and assesses the effectiveness and competitiveness of the overall program.

Rochester Medical’s executive compensation program is designed to accomplish several goals, including:


	•	To attract, retain, and motivate employees of outstanding ability.

	•	To link changes in employee compensation to individual and corporate performance.

	•	To align the interests of management with the interests of the Company’s shareholders.

The Company’s executive compensation program consists of three components: base salary, annual incentive bonus, and long-term incentives in the form of stock options. The program includes a strong link between pay and performance by emphasizing variable components of the program through annual incentive bonus and stock options. The annual incentive bonus is an integral part of the program, providing a means for total executive compensation to adjust from the low to middle range of compensation for comparable-sized manufacturing companies as appropriate based on the individual’s and the Company’s performance. In the past, the Company has typically paid a portion of the available annual incentive bonus to each executive, which has generally resulted in total executive compensation falling within the midrange of compensation at comparable companies.

The Committee determines base salaries for executive officers on the basis of a number of factors, including an assessment of competitive compensation levels for similar-size publicly held manufacturing companies performed by an independent consulting firm, the Company’s financial condition, any changes in job responsibilities, and the performance of each executive. Executive officer base salaries generally are set to correspond to the midrange of base salaries at comparable companies.

Executive officers are eligible to receive annual incentive compensation equivalent to a specified percentage of their salaries under the Company’s bonus plan. At the beginning of each fiscal year, the Company establishes bonus payout targets that are designed to bring the level of total annual cash compensation (base salary plus annual incentive bonus) within the competitive ranges for comparable positions at similar-size publicly held manufacturing companies. The total potential bonus for each executive is based upon performance objectives as appropriate for that executive’s area of responsibility. These objectives include financial performance of the Company and individual performance objectives. The results from the respective areas of responsibility for each executive are evaluated against financial and individual performance objectives, to determine a payout level as a percentage of the annual incentive target. In recent years, incentive payouts have generally averaged 25-35% of the executives’ base salary.

Generally, the Company awards stock options to executive officers on an annual basis. Each grant is designed to align the interests of executive officer with those of the shareholders and provide each individual

with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. Awards to specific employees, including the Chief Executive Officer, are made on the basis of each employee’s job responsibilities and recommendations of the executive officers of the Company concerning the individual’s contributions (both historical and potential) to the success of the Company, without regard to prior awards of stock option grants.

Mr. Conway is a founder of the Company and has served as its Chief Executive Officer and Chairman of the Board since its incorporation in 1988. Mr. Conway’s base salary and annual incentive bonus are set by the Committee using the same policies and criteria used for other executive officers. In setting Mr. Conway’s salary for fiscal 2003, the Committee considered competitive information for similar sized manufacturing companies provided by an independent compensation consultant and the Company’s financial performance. Mr. Conway is currently paid a base salary and bonus, which has been set by the Committee in the low to midrange of comparable competitive compensation data. As a result of the comparison of the Company’s performance with its targeted performance in fiscal 2003, Mr. Conway received a bonus equal to 115.7% of target bonus level.

As a result of federal tax legislation enacted in 1993, a publicly-held company such as the Company will not be allowed a federal income tax deduction for compensation paid to certain executive officers, to the extent that compensation exceeds $1 million per officer in any year. It is not expected that the compensation to be paid to the Company’s executive officers for the 2004 fiscal year will exceed the $1 million limit per officer. Compensation which qualifies as performance-based compensation will not have to be taken into account for purposes of this limitation. The Company believes the total compensation granted to its executives, including options, is less than the $1 million limit per officer and that, in any case, stock options granted to its executives qualify for the performance-based exception to the deduction limit. However, there can be no assurance that the options will so qualify. In addition, future amendments to the Company’s Stock Incentive Plan may be necessary to preserve such qualification in the future.

The cash compensation paid to the Company’s executive officers for the fiscal 2003 year did not exceed the $1 million dollar limit per officer, nor is the cash compensation to be paid to the Company’s executive officers for the 2004 fiscal year expected to reach that level. Because it is very unlikely that the cash compensation payable to any of the Company’s executive officers in the foreseeable future will approach the $1 million dollar limitation, the Compensation Committee has decided not to take action at this time to limit or restructure the elements of cash compensation payable to the Company’s executive officers. The Compensation Committee will reconsider this decision should the individual compensation of any executive officer ever approach the $1 million dollar level.


	Submitted By the Compensation Committee
	of the Board of Directors

	Roger W. Schnobrich
	Darnell L. Boehm
	Benson Smith

The following graph compares the yearly percentage changes in the cumulative total shareholder return on the Company’s Common Stock with the cumulative total return on the Nasdaq Market Value Index and the Media General Financial Services Medical Instruments and Supplies Index (“MG Index”) during the five fiscal years ended September 30, 2003. The comparison assumes $100 was invested on September 30, 1998 in the Company’s Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding Compensation Committee Report on Executive Compensation and the preceding Company Stock Performance Graph are not to be incorporated by reference into any such filings; nor are such Report or Graph to be incorporated by reference into any future filings.

No member of the Compensation Committee is a former officer or employee of the Company or any of its subsidiaries.

The Audit Committee of the Board of Directors consists of three independent, non-employee directors in accordance with the applicable independence standards of The Nasdaq Stock Market. In addition, the Company’s Board of Directors has determined that Darnell L. Boehm is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission.

The Audit Committee assists the Board of Directors in carrying out its oversight responsibilities for the Company’s financial reporting process, audit process and internal controls. The Audit Committee met six times during the past fiscal year and performed its responsibilities under an Audit Committee Charter. The Audit Committee has the sole authority to appoint, terminate or replace the Company’s independent auditors. The independent auditors report directly to the Audit Committee.

The Audit Committee has reviewed and discussed the audited financial statements for fiscal year 2003 with management and with the independent auditors. Specifically, the Audit Committee has discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other things:


	•	methods used to account for significant unusual transactions;

	•	the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

	•	the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates; and

	•	disagreements with management over the application of accounting principles, the basis for management’s accounting estimates, and the disclosures in the financial statements.

The Audit Committee has received the written disclosures and the letter from our independent accountants, Ernst & Young LLP, required by Independence Standards Board Standard No. 1, Independence Discussions With Audit Committees, and the Audit Committee discussed with the independent auditors the audit firm’s independence. The Audit Committee also considered whether non-audit services provided by the independent auditors during the last fiscal year were compatible with maintaining the independent auditors’ independence.

Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2003. The Audit Committee also approved the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending September 30, 2004.


	Submitted By the Audit Committee
	of the Board of Directors

	Darnell L. Boehm
	Roger W. Schnobrich
	Benson Smith

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten-percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended September 30, 2003, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were properly met.

The Board of Directors has selected Ernst & Young LLP as independent auditors for the Company for the fiscal year ending September 30, 2004. A proposal to ratify the appointment of Ernst & Young LLP will be presented at the Annual Meeting. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to answer appropriate questions from shareholders. If the appointment of Ernst & Young LLP is not ratified by the shareholders, the Board of Directors is not obligated to appoint other auditors, but the Board of Directors will give consideration to such unfavorable vote.

The aggregate fees billed to the Company for fiscal years 2003 and 2002 by Ernst & Young LLP, the Company’s independent auditors, are as follows:

Audit Fees include audit of the Company’s financial statements for the fiscal year ended September 30, 2003 and reviews of the Company’s financial statements included in the Company’s quarterly reports on Form 10-Q during the last fiscal year. Audit Related Fees include primarily benefit plan audits. Tax Fees include primarily tax returns, advice and planning.

In 2003, the Audit Committee adopted policies and procedures requiring pre-approval for audit and non-audit services to be provided by the Company’s independent auditors. The Audit Committee approved all of the services performed by Ernst & Young LLP during fiscal 2003.

The Board of Directors recommends that the shareholders vote FOR ratification of the selection of Ernst & Young LLP as the Company’s independent auditors.

Proposals of shareholders of the Company that are intended to be presented by such stockholders at the Company’s 2004 Annual Meeting must be received no later than August 12, 2003, in order that they may be included in the proxy statement and form of proxy relating to that meeting.

A copy of the Company’s Annual Report to Shareholders for the fiscal year ended September 30, 2003 is furnished with this Proxy Statement. A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003 as filed with the Securities and Exchange Commission is available without charge upon written request to Rochester Medical Corporation, One Rochester Medical Drive, Stewartville, MN 55976, to the attention of David A. Jonas, Chief Financial Officer.

Please mark, sign, date and return promptly the enclosed proxy provided. The signing of a proxy will not prevent you from attending the meeting in person.

ANNUAL MEETING OF SHAREHOLDERS
Thursday, January 22, 2004
3:30 p.m. CST
Rochester Room
Minneapolis Hilton and Towers Hotel
1001 Marquette Avenue
Minneapolis, MN 55403

The undersigned, having duly received the Notice of Annual Meeting and Proxy Statement dated December 10, 2003, hereby appoints Anthony J. Conway and David A. Jonas as Proxies (each with the power to act alone and with the power of substitution and revocation) to represent the undersigned and to vote, as designated below, all Common Shares of Rochester Medical Corporation held of record by the undersigned on November 26, 2003, at the meeting of shareholders to be held Thursday, January 22, 2004, in the Rochester Room, Minneapolis Hilton and Towers Hotel, 1001 Marquette Avenue, Minneapolis, Minnesota 55403, at 3:30 o’clock p.m. CST, and any adjournment(s) thereof, and, in their discretion, upon any other matters which may be brought before the meeting.

Election of Directors:

01
02
03

Darnell L. Boehm
Anthony J. Conway
Peter R. Conway

04
05

Roger W. Schnobrich
Benson Smith

Vote FOR all nominees (except as marked to the contrary)

Vote WITHHELD
from all nominees

(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)

Ratification of the Selection of Ernst & Young LLP as Independent Auditors.

For

Against

Abstain

In their discretion, the Proxies are authorized to vote upon other business of which the Board of Directors is presently unaware and which may properly come before the meeting, and for the election of any person as a member of the Board of directors if a nominee named in the accompanying Proxy Statement is unable to serve or for good cause will not serve. In their discretion the Proxies are authorized to vote upon such other business as may properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY UNDERSIGNED SHAREHOLDER, IF NO DIRECTION IS GIVEN, THIS PROXY SHALL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND “FOR” ITEM 2 LISTED HEREIN, AND UPON ALL OTHER MATTERS, THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE COMPANY.


Date

Signature(s) in Box

PLEASE SIGN exactly as name appears at left. When shares are held by joint tenants, both should sign. If signing as attorney, executor, administrator or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.


		OMB APPROVAL

		OMB Number:		3235-0059
		Expires:		February 28, 2006
		Estimated average burden hours per response		12.75


SOLICITATION AND REVOCABILITY OF PROXY
RECORD DATE AND VOTING OF SECURITIES
PROPOSAL 1: ELECTION OF DIRECTORS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE COMPENSATION AND RELATED INFORMATION
OPTION GRANTS IN FISCAL YEAR 2003
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
AUDIT COMMITTEE REPORT
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
ADDITIONAL INFORMATION


Name	Age		Position

David A. Jonas		39	Chief Financial Officer and Treasurer




Philip J. Conway		47	Vice President, Production Technologies




Richard D. Fryar		56	Vice President, Research and Development




Dara Lynn Horner		45	Vice President, Marketing




Martyn R. Sholtis		44	Corporate Vice President


	Amount and Nature
Name and Address of Beneficial Owner	of Beneficial Ownership(1)		Percent of Class

Anthony J. Conway(2), (3), (4)		567,150		10.3	%




Peter R. Conway(3), (5)		417,104		7.6	%




Philip J. Conway(2), (3), (6)		305,800		5.6	%




Richard D. Fryar(2), (7)		230,500		4.2	%




Darnell L. Boehm(8)		60,350		1.1	%




Roger W. Schnobrich(9)		55,500		1.0	%




Martyn R. Sholtis(10)		54,040		1.0	%




David A. Jonas(11)		53,250		1.0	%




Benson Smith(12)		22,000		*




All officers and directors as a group (10 persons)(13)		1,823,194		30.7	%


								Long-Term
								Compensation
				Annual
				Compensation(1)				Securities
		Fiscal						Underlying		All Other
Name and Principal Position		Year		Salary		Bonus(2)		Options/SAR’s(#)		Compensation($)





Anthony J. Conway			2003	$	181,438	$	73,465		8,000		—
	Chief Executive Officer		2002		170,661		54,707		15,000		—
	and President		2001		165,000		50,000		25,000		—




Martin R. Sholtis			2003		140,250		48,601		5,000		—
	Corporate Vice President		2002		130,031		38,127		10,000		—
			2001		118,000		36,000		20,000		—




Philip J. Conway			2003		129,750		37,526		5,000		—
	Vice President,		2002		120,661		27,548		10,000		—
	Production Technologies		2001		115,000		29,000		22,000		—




Richard D. Fryar			2003		126,750		36,659		5,000		—
	Vice President,		2002		120,661		27,548		10,000		—
	Research and		2001		115,000		29,000		22,000		—
	Development




David A. Jonas			2003		128,250		37,092		5,000		—
	Chief Financial Officer		2002		120,661		27,548		10,000		—
	and Treasurer		2001		108,212		29,000		30,000		—

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


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


	2) Aggregate number of securities to which transaction applies:


SEC 1913 (02-02)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


			Director
Name	Age		Since		Position

Anthony J. Conway		59		1988	Chairman of the Board, Chief Executive Officer, President and Secretary




Darnell L. Boehm		55		1995	Director




Peter R. Conway		49		1988	Director




Roger W. Schnobrich		73		1995	Director




Benson Smith		56		2001	Director



												Potential Realizable
		Individual Grantee										Value at Assumed
												Annual Rates of Stock
					Percent of Total							Price Appreciation for
					Options Granted to			Exercise				Option Term(1)
		Options			Employees in			Price		Expiration
Name		Granted(#)			Fiscal Year			($/Sh)(2)		Date(3)		5%		10%

Anthony J. Conway			8,000	(3)		11	%	$	8.25		1/2/13	$	41,507	$	105,187
	Chief Executive Officer and President




Martyn R. Sholtis			5,000	(3)		7	%		8.25		1/2/13		25,942		65,742
	Corporate Vice President




Philip J. Conway			5,000	(3)		7	%		8.25		1/2/13		25,942		65,742
	Vice President, Production Technologies




Richard D. Fryar			5,000	(3)		7	%		8.25		1/2/13		25,942		65,742
	Vice President, Research and Development




David A. Jonas			5,000	(3)		7	%		8.25		1/2/13		25,942		65,742
	Chief Financial Officer and Treasurer



										Value of Unexercised
						Number of Unexercised				In-the-Money
						Options at				Options at
		Shares				September 30, 2003				September 30, 2003(1)
Name and Principal		Acquired		Value
Position		on Exercise		Realized$(2)		Exercisable		Unexercisable		Exercisable		Unexercisable

Anthony J. Conway			0		0		80,750		39,250	$	196,724	$	213,566
	Chief Executive Officer and President




Martyn R. Sholtis			50,000	$	115,927		38,500		22,500	$	84,640	$	130,560
	Corporate Vice President




Philip J. Conway			0		0		51,000		26,000	$	115,851	$	145,814
	Vice President, Production Technologies




Richard D. Fryar			0		0		51,000		26,000	$	115,851	$	145,814
	Vice President, Research and Development




David A. Jonas			0		0		47,500		27,500	$	126,320	$	163,420
	Chief Financial Officer and Treasurer




	1998		1999		2000		2001		2002		2003


Rochester Medical Corp.		100.00		93.90		59.76		45.28		57.67		109.85
MG Index		100.00		114.21		136.53		139.66		113.79		157.27
NASDAQ Market Index		100.00		161.77		221.30		90.67		72.95		111.80


		Fiscal 2003		Fiscal 2002

Audit Fees		$	54,100	$	48,300




Audit Related Fees			19,080		6,500




Tax Fees			16,050		30,809




Other Fees			—		—

	Total Fees	$	89,230	$	85,609


	By Order of the Board of Directors


	ANTHONY J. CONWAY
	President


Rochester Medical Corporation One Rochester Medical Drive Stewartville, MN 55976		proxy


	4) Proposed maximum aggregate value of transaction:


	1) Amount Previously Paid:


	2) Form, Schedule or Registration Statement No.:


	3) Filing Party: