UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-K

                          [X] Annual Report Pursuant to
                           Section 13 or 15(d) of the
                        Securities Exchange Act of 1934.

       For the Year Ended December 31, 1999 Commission File Number 0-6866

                                       OR

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

                        For the transition period from to

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


               Delaware                             04-2423640
       (State of incorporation)         (IRS Employer Identification No.)


               Mansfield Corporate Center, Nine Hampshire Street,
                      Mansfield, Massachusetts 02048-9171
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (508) 337-5111

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock,
                                                              $1 Par Value
                                                              ----------------
                                                              (Title of Class)

Indicate by checkmark  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 checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The  aggregate   market  value  of  the   registrant's   common  stock  held  by
nonaffiliates of the registrant as of March 14, 2000,  (computed by reference to
the quoted selling  prices of such stock in the  over-the-counter  market),  was
$1,604,742,626.

The number of shares outstanding of the registrant's Common Stock, $1 Par Value,
as of March 14, 2000, was 22,598,704.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Proxy Statement for the registrant's  2000 Annual Meeting
of  Stockholders  to be filed  with the SEC in March  2000 are  incorporated  by
reference into Part III, Items 10-12.


<PAGE>
HELIX TECHNOLOGY CORPORATION                                  10-K Annual Report
Commission File No. 0-6866                                    For the Year Ended
                                                               December 31, 1999


                                     PART I

Item 1.    Business

         General HELIX  TECHNOLOGY  CORPORATION  (the  "Company" or "Helix"),  a
Delaware corporation organized in 1967, provides critical enabling vacuum system
technology to a broad range of electronic component  manufacturers,  principally
for the production of semiconductors, data storage and flat panel displays.

The Company's  On-Board  technology is a  comprehensive  package of hardware and
software that can integrate both Helix and non-Helix vacuum products.  (On-Board
is a  registered  trademark  of Helix  Technology  Corporation.)  These  systems
provide original equipment  manufacturers the flexibility to rapidly implement a
full  range  of  process-driven  solutions  and  end-user  performance-enhancing
process  controls,  advanced  diagnostics  and  communications  capabilities  to
increase system uptime and to lower the cost of ownership.

The Company's  On-Board  Cryopump product  continues to be the industry standard
high-vacuum  pump for both the PVD (Physical Vapor  Deposition or  "sputtering")
and ion implantation  markets. Its On-Board Waterpumps,  On-Board Turbopumps and
On-Board  TurboPlus give the Company products to support the CVD (Chemical Vapor
Deposition) and etch processes.

The  Company's   STABIL-ION  and  CONVECTRON  vacuum  measurement   systems  are
considered industry standards and are used in the PVD, ion implantation, CVD and
etch processes.  (STABIL-ION  and CONVECTRON are registered  trademarks of Helix
Technology   Corporation.)  The  Company's  vacuum  gauging  products  are  also
integrated into analytical instruments, primarily mass spectrometers.

The Company maintains Customer Support Centers  strategically located throughout
the world to provide replacement parts,  overhaul,  repair and upgrade services.
The Company's  unique GUTS  (Guaranteed  Up-Time Support) rapid response system,
which has been the  industry  benchmark  since 1985,  is designed to assure that
users of the Company's  products have direct,  twenty-four-hour-a-day  access to
the resources of the Customer Support Centers.  (GUTS is a registered  trademark
of Helix Technology Corporation.)

In 1999,  the Company  introduced  GOLDLink  Support,  its remote Global On-Line
Diagnostic  service,  and  deployed  it  at  several  semiconductor  fabrication
facilities  in the United  States and  Europe.  Beginning  in 2000,  the Company
expects to  significantly  expand  this  internet-based  service to  fabrication
facilities throughout the world. (GOLDLink is a registered service mark of Helix
Technology Corporation.)

When fully implemented,  the  Company  expects that GOLDLink Support will enable
it  to  remotely  monitor  and  control  Helix  and  third-party  vacuum  system
components,  at semiconductor  fabrication facilities anywhere in the world, and
develop  information that can be used to proactively  maximize customers' vacuum
system uptime.

                                      - 2 -

<PAGE>
                                     PART I

Item 1.    Business  (continued)

The Company encounters  competition in both domestic and foreign markets for its
products.  Competition comes from smaller firms and from larger firms which have
greater total resources than the Company.  Customer  service,  product  quality,
performance and price are all factors in selling the Company's products.

The Company's  business is, generally,  not dependent on the availability of raw
materials or components from any single source. Certain components, however, may
be available from only one or two qualified sources.  The Company's policy is to
develop alternative  sources for components and, where possible,  to avoid using
scarce raw materials in its products.

The Company's  business has been  cyclical  because of its  dependence  upon the
semiconductor industry that has historically been highly cyclical.

The Company holds many U.S. and foreign patents in the fields of vacuum pumping,
gauging and cryogenics that it believes are significant to its operations. These
patents  expire at various  years  through  2019.  No patents  which the Company
considers  significant  expire  during the next five  years.  The  Company has a
number  of  trademarks  that  it  considers  important  to its  business.  These
trademarks  are  protected  by  registration  in the  United  States  and  other
countries in which the Company's products are marketed.

The Company and Ulvac Corporation of Chigasaki,  Japan, operate a joint venture,
Ulvac  Cryogenics,  Inc.  ("UCI") formed in 1981,  which  manufactures and sells
cryogenic vacuum pumps, principally to Ulvac Corporation.  Each company owns 50%
of UCI and made initial cash  investments  of  approximately  $100,000,  with no
subsequent cash investments.  The joint venture  arrangement  includes a license
and  technology  agreement  from the Company and a management  and  consultation
agreement from Ulvac Corporation.  The Company and Ulvac Corporation essentially
share control of the joint venture.

On May 7, 1998, the Company acquired  Granville-Phillips Company ("GPC"). GPC is
a world leader in the development and manufacture of instrumentation  for vacuum
measurement  and  control  used  principally  in the  semiconductor,  flat panel
display and data storage manufacturing processes.

         Backlog - The backlog of orders  believed to be firm was  approximately
$13.8  million at December  31,  1999,  compared to $4.8 million at December 31,
1998.  The Company  expects to recognize  revenues from  essentially  all of the
December 31, 1999, backlog during 2000.

         Research and Development - The Company  expended  $9,916,000 in 1999 on
research and development efforts compared to $10,106,000 and $11,540,000 in 1998
and  1997,  respectively.  These  expenditures  reflect  development  activities
relating to product enhancements and new products for commercial applications.



                                      - 3 -

<PAGE>

                                     PART I

Item 1.    Business  (continued)

         Employment - Total employment in the Company at the end of 1999 was 649
compared  with  457  and 606 at the end of 1998  and  1997,  respectively.  This
includes 90 temporary  employees at the end of 1999  compared to eight and 65 in
1998 and 1997, respectively.

         Environmental  Affairs -  Compliance  with  federal,  state  and  local
provisions relating to environmental quality has not had, and is not expected to
have, a material impact upon capital  expenditures,  earnings or the competitive
position of the Company.

           Financial   Information  about  One  Reportable   Segment  and  Major
Customers - The Company's  one  reportable   segment  is  cryogenic  and  vacuum
equipment.  The Company's  largest  customer is Applied  Materials,  the world's
largest manufacturer of semiconductor  capital equipment,  representing 29%, 20%
and  30% of net  sales  for  1999,  1998  and  1997,  respectively.  Information
concerning the Company's segment information and different geographical areas is
included  in Note F of  Notes  to  Consolidated  Financial  Statements  included
elsewhere in this report.

Item 2.    Properties

The Company occupies  approximately 297,400 square feet worldwide,  as described
in the table below.

                    Size       Lease
   Location      (Sq. Ft.)    Expires                  Functions
   --------      ---------    -------                  ---------

Massachusetts     155,000       2006       Corporate headquarters, engineering,
                   63,000       2004       manufacturing, sales and
                                           marketing and administration

Colorado           22,000       2000       Engineering, manufacturing, and
                    9,000       2001       sales and marketing

California         11,000       2000       Sales office, customer support and
                                           repair depot

Texas              12,000       2000       Sales office and customer support

Arizona             1,300       2000       Sales office and customer support

Scotland            5,300       2020       Sales office and customer support

Germany             2,500       2000       Sales office and customer support

France              6,400       2000       Sales office, customer support and
                                           repair depot

Japan               9,900       2000       Sales office, customer support and
                                           repair depot

                                      - 4 -


<PAGE>

                                     PART I

Item 2.    Properties (continued)

During 2000, the Company will  consolidate  its Colorado  operations  into a new
60,000 square foot leased facility.  In anticipation of this consolidation,  the
Company sold its Colorado facility in December 1999,  recognizing a $1.4 million
gain,  and entered into a lease with the new owner to facilitate  the transition
into the new facility.

The Company  has also  signed a lease for a 7,500  square foot sales and service
facility in Taiwan that will be occupied during 2000.

With  these  additions  during  2000,  the  Company  believes  it  has  adequate
facilities  to meet its  currently  anticipated  requirements  and that suitable
additional or substitute facilities will be available as required.  The lease on
the Mansfield,  Massachusetts,  facility  provides for renewal options for up to
fifteen additional years.

Item 3.    Legal Proceedings

In the normal  course of  business,  the  Company  is  subject to various  legal
proceedings and claims.  The Company believes that the ultimate outcome of these
matters will not have a material effect on its financial statements.

The Company is a  defendant  in an action  brought in 1998 in the  Massachusetts
Superior Court by Raytheon  Company which alleges that between 1992 and 1994 the
Company sold Raytheon  defective  components  used in missile  guidance  systems
manufactured  by  Raytheon.  The Company has not been in the business of selling
these components since 1994.

The  Company  has denied  all claims  asserted  against it by  Raytheon  and has
succeeded in having certain claims dismissed. The action is in the discovery and
motion phase.  The Company  believes that it has meritorious  defenses and that,
although the ultimate outcome of the matters cannot be predicted with certainty,
the  disposition  of the  matters  should  not  have a  material  effect  on the
financial position of the Company.

Item 4.    Submission of Matters to a Vote of Security Holders

During the quarter ended  December 31, 1999, no matters were submitted to a vote
of security holders through the solicitation of proxies or otherwise.







                                      - 5 -


<PAGE>


                                     PART II

Item 5.    Market for the Registrant's Common Stock and Related  Security Holder
Matters

The Company's  common stock is traded on the Nasdaq Stock Market  (Nasdaq symbol
HELX).  At December  31,  1999,  there were  22,375,631  shares of common  stock
outstanding and approximately 740 common stockholders of record.

Price Range of Common Stock and Cash Dividend Per Common Share

The price range and cash dividend per common share of the Company's common stock
by quarter are:

                               First     Second     Third     Fourth
             1999             Quarter    Quarter   Quarter    Quarter
--------------------------------------------------------------------------------
Stock price
   High                        $24.00    $24.00     $35.06    $49.50
   Low                         $12.88    $15.13     $21.00    $32.44
Cash dividends per share       $ 0.12    $ 0.12     $ 0.12    $ 0.12

                               First     Second     Third     Fourth
             1998             Quarter    Quarter   Quarter    Quarter
--------------------------------------------------------------------------------
Stock price
   High                        $25.13    $20.63     $15.50    $14.00
   Low                         $17.75    $14.75     $ 9.25    $ 6.81
Cash dividends per share (1)   $ 0.21    $ 0.21     $ 0.21    $ 0.12

(1) In the first quarter of 1998,  cash  dividends per share are based on shares
    outstanding  at that time and therefore do not reflect the 2,383,000  shares
    issued as part of the acquisition of Granville Phillips Company.

The Board of Directors  declared a quarterly  cash  dividend of $0.12 per common
share payable on March 15, 2000, to common  stockholders  of record at the close
of business on March 7, 2000.

Item 6.    Selected Consolidated Financial Data

The following table  summarizes  certain selected  consolidated  financial data,
which should be read in conjunction with  "Management's  Discussion and Analysis
of Financial Condition and Results of Operations" and the Company's consolidated
financial  statements and related notes included elsewhere herein. In connection
with the acquisition of  Granville-Phillips  Company in 1998, accounted for as a
pooling of  interests,  all  prior-period  financial  data has been  restated to
include the impact of the combination.


                                      - 6 -

<PAGE>


                                     PART II

Item 6.    Selected Consolidated Financial Data (continued)

<TABLE>
<CAPTION>

                                                                      December 31
                                          -----------------------------------------------------------------
(in thousands except per share data)        1999         1998           1997           1996          1995
-----------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>            <C>           <C>
Net sales                                 $139,389      $95,345       $157,076       $151,665      $145,370

Net income (loss) (1)                     $ 15,864      $(1,920)      $ 25,544       $ 25,126      $ 24,694

Basic net income (loss)
    per share (2)                         $   0.71      $ (0.09)      $   1.15       $   1.15      $   1.14

Diluted net income (loss)
    per share (2)                         $   0.70      $ (0.09)      $   1.14       $   1.14      $   1.12

Cash dividends per share (1) (2) (3)      $   0.48      $  0.75       $  0.735       $   0.65      $   0.29

Total assets                              $ 93,655      $75,652       $ 96,219       $ 83,005      $ 79,509

Basic shares (2)                            22,336       22,262         22,151         21,788        21,592
Diluted shares (2)                          22,623       22,262         22,353         22,096        22,124

(1)  Net income for the year ended December 31, 1999,  reflects the gain on sale
     of the Company's  Colorado  facility of  $1,397,000.  Net loss for the year
     ended  December  31, 1998,  reflects  merger and other  special  charges of
     $3,546,000  related to the  acquisition of  Granville-Phillips  Company and
     restructuring and other special charges of $2,500,000 related to work force
     reductions,  exit costs for a leased  facility  and  impairment  of certain
     assets. (See Notes H and I of Notes to Consolidated Financial Statements.)
(2)  All share and per  share data  reflect a  two-for-one  common  stock  split
     effective November 1997.
(3)  Cash  dividends per share  declared in periods prior to the  acquisition of
     Granville-Phillips Company are based on shares outstanding at that time and
     therefore  do not  reflect  the  2,383,000  shares  issued  as  part of the
     acquisition.
</TABLE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The   discussion   in  this  item  and   elsewhere   in  this  report   contains
forward-looking  statements  involving risks and uncertainties  that could cause
actual results to differ materially from those expressed in the  forward-looking
statements. These risks and uncertainties include those described under "Certain
Factors That May Affect Future Results" below.

On May 7, 1998, the Company acquired  Granville-Phillips Company ("GPC"). GPC is
a world leader in the development and manufacture of instrumentation  for vacuum
measurement  and  control  used  principally  in the  semiconductor,  flat panel
display and data storage manufacturing  processes. The transaction was accounted
for as a pooling of interests;  and  accordingly,  the financial  results of the
Company for all periods  presented  include the financial  position,  results of
operations, stockholders' equity and cash flows of GPC.


                                      - 7 -

<PAGE>

                                     PART II

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Results of Operations - 1999 Compared with 1998

Throughout 1999, the global semiconductor capital equipment industry experienced
a rapid recovery from the significant  worldwide downturn that occurred in 1998.
Because of this positive  industry trend, net sales for 1999 were $139.4 million
compared to $95.3 million in 1998, an increase of $44.1 million or 46.2%.

Total gross profit as a percentage of net sales was 44.4% for 1999,  compared to
39.8%  for the  prior  year.  The  improvement  in gross  margin  was  primarily
attributable  to  increased  production  volume  and  the  related  decrease  in
manufacturing unit costs.

Selling,  general and administrative expenses increased in 1999 to $32.0 million
from $26.6  million in the prior year.  The  increase  in spending is  primarily
attributable to expenditures to support  increased sales  activities  worldwide,
including  expansion of the Company's sales and service  location in Japan,  and
the final year of expense related to a stock-based variable compensation plan.

Research  and  development  expenses  for 1999 were $9.9  million or 7.1% of net
sales,  compared to $10.1 million or 10.6% of net sales for 1998. As the Company
entered  1999,  its  research  and  development  spending  focused on  long-term
strategic  initiatives.  As industry  conditions  improved  during the year, the
Company  increased  its spending to also include  projects  that meet  near-term
customer requirements.  The Company expects to spend approximately $13.0 million
to $14.0 million on research and development in 2000.

In  1998,  the  Company  eliminated  non-strategic  spending  while  redirecting
resources to the Company's global customer support structure and other strategic
initiatives  and took a charge of $2.5  million.  These  changes made  available
approximately  $5.0  million,   which  was  redirected  to  the  above-mentioned
operations  in 1999.  At October 1, 1999,  the  restructuring  accrual was fully
utilized.

Royalty and equity income from the Company's joint venture in Japan increased by
$0.5 million in 1999 due to the turnaround in the Japanese semiconductor capital
equipment market.

Interest and other income for 1999 was $0.9 million  compared  with $1.2 million
for 1998,  reflecting lower cash, cash equivalent and investment balances during
the year.

During 2000, the Company will  consolidate  its Colorado  operations  into a new
60,000 square foot leased facility.  In anticipation of this consolidation,  the
Company sold its Colorado facility in December 1999,  recognizing a $1.4 million
gain,  and entered into a lease with the new owner to facilitate  the transition
into the new facility.

The Company  recorded an income tax  provision of $7.8 million for 1999 compared
to an income  tax  benefit  of $0.7  million  for the  previous  year.  The 1999
provision  of 33% is less than the  federal  statutory  rate of 35%  because the
Company benefited from research and development and other tax credits.  In 1998,
the Company had an operating loss before taxes due to merger,  restructuring and
special  charges;  and the Company  benefited from research and  development and
other tax credits.

                                      - 8 -

<PAGE>



                                     PART II

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Results of Operations - 1998 Compared with 1997

Net sales for 1998 were $95.3  million  compared  to $157.1  million in 1997,  a
decrease of $61.8 million.  This decline was attributable to the excess capacity
in the worldwide semiconductor industry, combined with the economic slump in the
Pacific Rim.

Total gross profit as a percentage of net sales was 39.8% for 1998,  compared to
48.2% for the prior  year.  The  reduction  in gross  margin  was  caused by the
substantial  decline in  production  volume and the  related  increase in excess
capacity and manufacturing unit costs.

Research and  development  expenses for 1998 were $10.1  million or 10.6% of net
sales,  compared  to $11.5  million or 7.3% of net sales for 1997.  As  industry
conditions worsened during the year, the Company delayed certain expenditures on
projects it believed were not critical during the downturn.  Despite the decline
in the semiconductor  capital equipment  business  environment and the continued
weakness of the Asian  markets,  the  Company  continued  to fund its  long-term
strategic  development  programs  in 1998 in order to  position  the Company for
growth as economics improved in the worldwide semiconductor industry.

Selling,  general and administrative expenses decreased in 1998 to $26.6 million
from $30.9 million in the prior year.  This  reduction in spending was primarily
attributable  to a decrease in  variable  compensation,  lower sales  commission
expense and a reduction in advertising and promotional  expenditures,  which was
partially offset by expenses  associated with the opening of the Company's sales
office in Japan.

During  1998,  the  Company  incurred  certain  special  charges.  In the second
quarter, the Company acquired GPC in a transaction accounted for as a pooling of
interests.   Direct   acquisition   costs,   including   professional  fees  and
compensation  expense for  various  incentive  plans for certain GPC  employees,
amounted to $3.5 million and were charged against results of operations.  During
the third quarter, the Company restructured its domestic operations to eliminate
non-strategic  spending,  while  redirecting  resources to the Company's  global
customer support structure and other strategic  initiatives and took a charge of
$2.5 million. The restructuring  included provisions for termination benefits of
$1.3 million paid to  approximately  80 personnel,  $1.0 million relating to the
closing of a leased  facility  and $0.2  million for the  impairment  of certain
assets.  Approximately $0.7 million of the charge was non-cash,  relating to the
write-off  of certain  leasehold  improvements  in the closed  facility  and the
impairment  of the assets.  The Company  expected  these  changes  would provide
approximately $5.0 million of annual cost savings in 1999. At December 31, 1998,
$0.9 million of  restructuring  and special  charges  remained in other  accrued
expenses.

As a result of the decline in net sales and the special charges  recorded during
1998,  the Company  experienced an operating loss of $4.8 million or 5.0% of net
sales,  compared to an operating  profit of $33.3  million or 21.2% of net sales
for the prior year.


                                      - 9 -
<PAGE>

                                     PART II

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Results of Operations - 1998 Compared with 1997 (continued)

Royalty and equity income from the Company's joint venture in Japan decreased by
$0.8 million in 1998 due to the downturn in the Japanese  semiconductor  capital
equipment market.

Interest and other income for 1998 was $1.2 million  compared  with $1.8 million
for 1997,  reflecting lower cash, cash equivalent and investment balances during
the year.

The Company  recorded an income tax benefit of $0.7 million for 1998 compared to
a tax provision of $11.3 million for the previous year. In 1998, the Company had
an operating loss before taxes due to merger, restructuring and special charges.
The Company  benefited from research and development and other tax credits.  The
1997  provision of 30.6% is less than the federal  statutory rate of 35% because
Granville-Phillips  Company was an  S-Corporation  prior to the acquisition and,
therefore, not subject to federal income tax.

Liquidity and Capital Resources

Net cash provided by operating activities was $12.4 million in 1999. The Company
invested $4.6 million,  primarily in machinery and  equipment,  during 1999. The
increase of approximately $2.0 million from 1998 was principally due to spending
on  information  systems for its Japanese  operation  and Year 2000  remediation
efforts.

The Company's normal annual capital needs are approximately $4.0 million to $5.0
million.  However,  in 2000 the  Company  has four major  initiatives  that will
result in capital spending of  approximately  $10.0 million.  These  initiatives
are:  consolidation  of its Colorado  operations  into a new 60,000  square foot
leased  facility,  the first phase of a new corporate  information  system,  its
GOLDLink global support operations center and the opening of a sales and service
location in Taiwan.

Cash dividends paid to stockholders  during 1999 were $10.7 million  compared to
$16.1  million for 1998.  In October  1998,  the  Company's  Board of  Directors
reduced the  quarterly  dividend from $0.21 per common share to $0.12 per common
share.

The Company  manages its 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.

The Company believes that existing cash, cash equivalents,  investment  balances
and  anticipated  cash flow from  operations will be adequate to fund operations
for the foreseeable future.






                                     - 10 -

<PAGE>

                                     PART II

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Legal Proceedings

In the normal  course of  business,  the  Company  is  subject to various  legal
proceedings  and  claims.  The Company is a  defendant  in an action  brought by
Raytheon  Company  claiming  damages  from  the  sale  of  allegedly   defective
components by the Company to Raytheon,  which the Company no longer  sells.  The
Company  believes  that it has  meritorious  defenses  to the  claims  and that,
although  the outcome of the action  cannot be  predicted  with  certainty,  the
disposition  of the claim  should  not have a material  effect on the  financial
position of the Company.

New Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133 (SFAS 133),  "Accounting for Derivative
Instruments and Hedging Activities " This statement  establishes  accounting and
reporting  standards  for  derivative  instruments,  including  some  derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for hedging  activities.  The Company  will adopt SFAS 133 in
2001, in accordance  with SFAS 137,  which  deferred the effective  date of SFAS
133.  The  adoption of this  standard in 2001 is not expected to have a material
impact on the Company's consolidated financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue  Recognition in Financial  Statements." SAB
101  summarizes  the staff's  view in  applying  generally  accepted  accounting
principles  to selected  revenue  recognition  issues.  The  application  of the
guidance in SAB 101 will be required in the Company's first quarter of 2000. The
Company has evaluated the  application  of SAB 101 and  determined  that it will
have no impact.

Certain Factors That May Affect Future Results

From time to time,  information provided by the Company,  statements made by its
employees  or  information  included  in its  filings  with the  Securities  and
Exchange Commission may contain statements that are "forward-looking statements"
involving risks and  uncertainties.  In particular,  statements in "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
relating to the Company's shipment levels, profitability,  business and industry
outlook  and  sufficiency  of  capital  to  meet  working  capital  and  capital
expenditure requirements may be forward-looking  statements. The words "expect,"
"anticipate,"  "plan," "believe," "seek," "estimate" and similar expressions are
intended to identify such  forward-looking  statements.  Such statements are not
guarantees of future  performance and involve certain risks,  uncertainties  and
assumptions that could cause the Company's  future results to differ  materially
from those expressed in any  forward-looking  statements made by or on behalf of
the Company.  Many such factors are beyond the  Company's  ability to control or
predict.  Readers  are  accordingly  cautioned  not to place  undue  reliance on
forward-looking  statements.  The Company  disclaims any intent or obligation to
update publicly any forward-looking statements, whether in



                                     - 11 -
<PAGE>

                                     PART II

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Certain Factors That May Affect Future Results (continued)

response to new  information  or future events or otherwise.  Important  factors
that may cause the  Company's  actual  results  to differ  materially  from such
forward-looking  statements  include,  but  are  not  limited  to,  the  factors
discussed below.

The Company's  business  depends in large part upon the capital  expenditures of
semiconductor  manufacturers,   which,  in  turn,  depend  on  the  current  and
anticipated  market  demand  for  integrated  circuits  and  products  utilizing
integrated  circuits.  The  semiconductor  industry is highly  cyclical  and has
historically  experienced periodic downturns,  which generally have had a severe
effect on the  semiconductor  industry's  demand for capital  equipment and have
adversely  affected  the  Company's  results  of  operations.  There  can  be no
assurance that developments in the  semiconductor  industry or the semiconductor
equipment  industry  will  occur at the rate or in the  manner  expected  by the
Company.

In addition to the cyclical nature, risks and uncertainties of the semiconductor
industry,  the Company faces the following risks and uncertainties among others:
the need to continuously develop,  manufacture and gain customers' acceptance of
new  products  and  product  enhancements;  dependence  on a  limited  number of
customers and  concentration  of sales to one or a few customers;  the Company's
ability to attract and retain certain key personnel;  the ability of the Company
to protect  its  technology  assets by  obtaining  and  enforcing  patents;  and
dependence  on sole and limited  source  suppliers  for certain  components  and
subassemblies included in the Company's products and systems. As a result of the
foregoing and other factors, the Company may experience material fluctuations in
its  future  operating  results  on a  quarterly  or annual  basis  which  could
materially affect its business,  financial  position,  results of operations and
stock price.

Year 2000

The Year 2000 problem  refers to the  potential  for  information  systems to be
unable to correctly  recognize  and process  calendar  dates and  date-sensitive
information  involving  dates on or after January 1, 2000. In 1997,  the Company
began to address its Year 2000 risk within four categories: 1) internal business
software,  2) internal  systems  (hardware and  software,  exclusive of business
software),  3) external  suppliers of goods and  services,  and 4) the Company's
products.  The Company has not  experienced  any material  Year 2000 problems to
date in any of these categories but will continue  monitoring its Year 2000 risk
on an ongoing basis.

The Company's  total cost  associated  with addressing the Year 2000 problem was
approximately  $1.0  million.  Of the total  cost,  approximately  $0.8  million
relates to new systems and has been capitalized.





                                     - 12 -
<PAGE>

                                     PART II

Item 7a.   Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency and Exchange Rate Risk

A portion of the  Company's  business is  conducted  outside  the United  States
through  its  foreign  subsidiaries.  The foreign  subsidiaries  maintain  their
accounting  records in their local  currencies.  Consequently,  period-to-period
comparability  of results of operations is affected by  fluctuations in exchange
rates. To reduce the risks associated with foreign  currency rate  fluctuations,
the Company has entered into forward exchange contracts on a continuing basis to
hedge the currency  exposures.  Gains and losses on forward  exchange  contracts
qualifying for hedge  accounting  were  immaterial for years  presented and were
classified  in cost of sales.  The  Company  plans to  continue  to use  forward
exchange  contracts to mitigate the impact of exchange  rate  fluctuations.  The
notional  amount of the  Company's  outstanding  foreign  currency  contracts at
December  31,  1999,  was  $4,027,000.  The  potential  fair  value  loss  for a
hypothetical 10% adverse change in forward  currency  exchange rates at December
31, 1999,  would be $451,600.  The potential loss was estimated  calculating the
fair value of the forward exchange contracts at December 31, 1999, and comparing
that with the value calculated using the hypothetical  forward currency exchange
rates.









                                     - 13 -



<PAGE>


                                     PART II

Item 8.    Financial Statements and Supplementary Data

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
                       SCHEDULES COVERED BY THE REPORT OF
                             INDEPENDENT ACCOUNTANTS

                                                                       Page(s)

Report of Independent Accountants..........................................23

Consolidated Financial Statements of Helix Technology Corporation

       Consolidated Balance Sheets as of December 31, 1999 and 1998........24

       Consolidated Statements of Operations for the Years Ended
           December 31, 1999, 1998 and 1997................................25

       Consolidated Statements of Stockholders' Equity
           for the Years Ended December 31, 1999, 1998 and 1997............26

       Consolidated Statements of Cash Flows for the Years
           Ended December 31, 1999, 1998 and 1997..........................27

Notes to Consolidated Financial Statements..............................28-42

Report of Independent Accountants..........................................43

Quarterly Results (Unaudited)..............................................44

Financial Statement Schedule for the Years Ended December 31, 1999,
1998 and 1997

        II.     Valuation and Qualifying Accounts..........................45

Schedules  other than those listed above have been omitted since they are either
inapplicable or not required.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial  Disclosure

The  Company  did  not  change  accountants  or  file a  Form  8-K  reporting  a
disagreement  on  an  accounting  principle,  practice  or  financial  statement
disclosure during the two-year period ended December 31, 1999.



                                     - 14 -


<PAGE>


                                    PART III

Item 10.  Directors and Executive Officers of The Registrant

Officers are elected  annually by the Board and serve at the  discretion  of the
Board. Set forth below is information  regarding the current Executive  Officers
of the Company who are not Directors of the Company.

Mr. Robert E. Anastasi is 53 and has served the Company as Senior Vice President
since July 1997 and prior to that as Vice President since June 1991.

Mr. Michael  El-Hillow is 48 and has served the Company as Senior Vice President
and Chief Financial  Officer since July 1997 and prior to that as Vice President
and Chief  Financial  Officer since April 1997. He was Vice  President and Chief
Financial Officer of A.T. Cross Company from January 1991 until April 1997.

Mr.  Christopher Moody is 44 and has served the Company as Senior Vice President
since  August  1997.  He  was  Vice  President  of  Japan  Sales  at  KLA-Tencor
Corporation  from April 1996 until  August  1997 and  Director  of Sales for KLA
Instruments  Wafer  Inspection  Division  from January 1995 until April 1996. He
served as National Sales Manager at Eaton Corporation,  Semiconductor  Equipment
Division, from 1993 until January 1995.

Additional information required by this item is incorporated herein by reference
to the registrant's  proxy statement for its 2000 Annual Meeting of Stockholders
which will be filed with the SEC in March 2000, pursuant to Regulation 14A.

Item 11.  Executive Compensation

Information  required by this item is  incorporated  herein by  reference to the
registrant's  proxy statement for its 2000 Annual Meeting of  Stockholders  that
will be filed with the SEC in March 2000, pursuant to Regulation 14A.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Information  required by this item is  incorporated  herein by  reference to the
registrant's  proxy statement for its 2000 Annual Meeting of  Stockholders  that
will be filed with the SEC in March 2000, pursuant to Regulation 14A.

Item 13.  Certain Relationships and Related Transactions

There were no related-party transactions.


                                     - 15 -


<PAGE>



                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

                                                           Page Number(s) or
                                                           Incorporation by
Description                                                Reference to

(a)    Financial Statements, Schedules & Exhibits:

       (1), (2)   The Consolidated Financial Statements
                  and required schedules are indexed
                  under Item 8.                            14


       (3) Exhibits required by Item 601 of SEC
           Regulation  S-K.  (Exhibit numbers refer
           to exhibit number on Table I.)

           2.1   Agreement and Plan of Merger dated as     Exhibit 2.1 to the
                 of April 16, 1998, among Helix            Company's Form 8-K
                 Technology Corporation, Helix             filed May 15, 1998.
                 Acquisition Corporation, Granville-
                 Phillips Company and certain
                 principal stockholders of Granville-
                 Phillips Company.

           2.2   Escrow Agreement dated May 7, 1998.       Exhibit 2.3 to the
                                                           Company's Form 8-K
                                                           filed May 15, 1998.

           3.    Restated Certificate of Incorporation,    Exhibit 3 to the
                 as amended on May 7, 1987, and            Company's Form 10-Q
                 May 18, 1988.                             for the Quarter Ended
                                                           September 30, 1988.

                 By-laws, as amended on December 10,       Exhibit (3)-3 to the
                 1986, and December 9, 1987.               Company's Form 10-K
                                                           for the Year Ended
                                                           December 31, 1987.

           4A.   Description of Common Stock               Exhibit 3 to the
                                                           Company's Form
                                                           10-Q for the
                                                           Quarter Ended
                                                           September 30, 1988.







                                     - 16 -

<PAGE>



                                     PART IV

Item  14.  Exhibits,  Financial  Statement  Schedules  and  Reports  on Form 8-K
(continued)

                                                          Page Number(s) or
                                                          Incorporation by
Description                                               Reference to

              4B.   Description of Preferred Stock        Exhibit 3 to the
                                                          Company's Form
                                                          10-Q for the
                                                          Quarter Ended
                                                          September 30, 1988.

              10.   Material Contracts:

              (1)   Basic agreement between the Company   Exhibit 10.13 to
                    and Ulvac Corporation dated           a Registration
                    August 17, 1981.                      Statement on Form
                                                          S-2, Registration
                                                          No. 2-84880.

              (2)   Lease agreement dated July 24,        47-49
                    1984, as amended July 26, 1999,
                    between Long Gate LLC as Lessor
                    and the Company as Lessee.


              (3)   Lease agreement dated May 23,         Exhibit 10-(14) to the
                    1991, between Mansfield Corporate     Company's Form 10-K
                    Center Limited Partnership as         for the Year Ended
                    Lessor and the Company as Lessee.     December 31, 1991.

              (4)   Lease agreement dated May 21,         Exhibit 10-(4) to the
                    1996, between LakeCenter Plaza,       Company's Form 10-K
                    Ltd., LLLP as Lessor and the          for the Year Ended
                    Company as Lessee.                    December 31, 1998.

              (5)   Lease agreement dated August 7,       Exhibit 10-(5) to the
                    1998, between Mitsubishi Jisho        Company's Form 10-K
                    Co., Ltd. as Lessor and the           for the Year Ended
                    Company as Lessee.                    December 31, 1998.






                                     - 17 -


<PAGE>



                                     PART IV

Item  14.  Exhibits,  Financial  Statement  Schedules  and  Reports  on Form 8-K
(continued)

                                                           Page Number(s) or
                                                           Incorporation by
Description                                                Reference to

              Management Compensation Plans, Contracts and Arrangements:

              (6)   Lease agreement dated May 14,          50-91
                    1999, between MUM IV, LLC as
                    Lessor and the Company as Lessee.

              (7)   The Company's 1996 Equity Incentive    Exhibit A to the
                    Plan.                                  Company's Proxy
                                                           Statement for its
                                                           1996 Annual Meeting
                                                           of Stockholders held
                                                           on April 24, 1996.

              (8)   The Company's 1996 Stock Option        Exhibit B to the
                    Plan for Non-Employee Directors.       Company's Proxy
                                                           Statement for its
                                                           1996 Annual Meeting
                                                           of Stockholders held
                                                           on April 24, 1996.

              (9)   The Company's informal incentive       Exhibit 10.9 to a
                    bonus plan.                            Registration
                                                           Statement on Form
                                                           S-2, Registration
                                                           No. 2-84880.

              (10)  Employment agreement dated             Exhibit 10-(1) to the
                    February 11, 1999, between the         Company's Form 10-Q
                    Company and Robert J. Lepofsky.        for the Quarter Ended
                                                           April 2, 1999.



                                     - 18 -


<PAGE>



                                     PART IV

Item  14.  Exhibits,  Financial  Statement  Schedules  and  Reports  on Form 8-K
(continued)

                                                           Page Number(s) or
                                                           Incorporation by
Description                                                Reference to



              (11)  The Company's Supplemental Key         Exhibit 14-(14) to
                    Executive Retirement Plan              the Company's Form
                    effective February 13, 1992.           10-K for the Year
                                                           Ended December 31,
                                                           1992.

              (12)  Employment Agreement dated July 18,    Exhibit 10-(13) to
                    1997, between the Company and          the Company's Form
                    Robert E. Anastasi.                    10-K for the Year
                                                           Ended December 31,
                                                           1997.

              (13)  Employment Agreement dated July 18,    Exhibit 10-(14) to
                    1997, between the Company and          the Company's Form
                    Michael El-Hillow.                     10-K for the Year
                                                           Ended December 31,
                                                           1997.

              (14)  Employment Agreement dated             Exhibit 10-(15) to
                    August 18, 1997, between the           the Company's Form
                    Company and Christopher Moody.         10-K for the Year
                                                           Ended December 31,
                                                           1997.

              (15)  The Company's Supplemental Benefit     92-93
                    Plan effective April 1, 1999.







                                     - 19 -

<PAGE>



                                     PART IV

Item  14.  Exhibits,  Financial  Statement  Schedules  and  Reports  on Form 8-K
(continued)

                                                            Page Number(s) or
                                                            Incorporation by
Description                                                 Reference to

       21.    Subsidiaries of the Registrant.               94

       23.    Consent of Independent Accountants.           95

       27.1   Financial Data Schedule (EDGAR version only).

(b)    The Company did not file any reports on Form 8-K during the quarter ended
       December 31, 1999.

(c)    Exhibits required by Item 601 of Regulation S-K are indexed  under (a)(3)
       above.

(d)    Separate  financial  statements of: (1) subsidiaries not consolidated and
       fifty percent or less owned persons;  (2) affiliates whose securities are
       pledged as collateral; and (3) other Schedules are not filed because they
       are  either  not  applicable  or the  items  do not  exceed  the  various
       disclosure levels.













                                     - 20 -


<PAGE>


                                   SIGNATURES



           Pursuant to the requirements of Section 13 or 15(d) 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, this 17th day of March, 2000.

                                   HELIX TECHNOLOGY CORPORATION
                                             (Registrant)


                                   /s/Robert J. Lepofsky
                                   ----------------------------------
                                   Robert J. Lepofsky
                                   President and Chief Executive Officer

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
           this report has been signed below by the following  persons on behalf
           of the registrant on this 17th day of March,  2000, in the capacities
           indicated.

              Signatures                              Titles

  (i)     Principal Executive Officer



          /s/Robert J. Lepofsky
          ---------------------
          Robert J. Lepofsky             President and Chief Executive Officer

  (ii)    Principal Financial and
          Accounting Officer


          /s/Michael El-Hillow
          --------------------
          Michael El-Hillow              Senior Vice President and Chief
                                         Financial Officer










                                     - 21 -


<PAGE>


       (iii)   A Majority of the Board of Directors



               /s/Arthur R. Buckland       Director
               ------------------------
                  Arthur R. Buckland



               /s/Matthew O. Diggs, Jr.    Director
               ------------------------
                  Matthew O. Diggs, Jr.



               /s/Frank Gabron             Director
               -------------------------
                  Frank Gabron



               /s/Robert H. Hayes          Director
               -------------------------
                  Robert H. Hayes



               /s/Robert J. Lepofsky       Director
               -------------------------
                  Robert J. Lepofsky



               /s/Marvin G. Schorr         Director and Chairman of the Board
               -------------------------
                  Marvin G. Schorr



               /s/Mark S. Wrighton         Director
               -------------------------
                  Mark S. Wrighton







                                     - 22 -


<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS




To The Board of Directors and Stockholders
of Helix Technology Corporation:

         In our opinion,  the accompanying  consolidated  balance sheets and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows present fairly, in all material respects,  the financial position of Helix
Technology  Corporation  at December 31, 1999 and 1998, and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.  These financial  statements are the responsibility of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.



/s/PricewaterhouseCoopers LLP
-----------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 21, 2000








                                     - 23 -


<PAGE>
<TABLE>


                          HELIX TECHNOLOGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                              December 31,
(in thousands except share data)                            Notes        1999              1998
------------------------------------------------------------------------------------------------
ASSETS
Current:
<S>                                                           <C>       <C>             <C>
   Cash and cash equivalents                                  A         $ 11,408        $  8,843
   Investments                                                A           15,912          18,152
   Receivables - net of allowances of $185 in
     1999 and $228 in 1998                                                19,479           9,783
   Inventories                                                A           18,442          14,811
   Deferred income taxes                                      A&C          7,040           5,157
   Other current assets                                                    1,626           1,106
                                                                        -------------------------
Total Current Assets                                                      73,907          57,852
                                                                        -------------------------

Property, plant and equipment at cost                         A           38,724          36,691
Less:  accumulated depreciation                                          (28,093)        (25,990)
                                                                        -------------------------
Net property, plant and equipment                                         10,631          10,701
Other assets                                                  A&E          9,117           7,099
                                                                        -------------------------
TOTAL ASSETS                                                            $ 93,655        $ 75,652
                                                                        =========================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
   Accounts payable                                                     $  8,490        $  3,752
   Payroll and compensation                                                4,768           2,884
   Retirement costs                                           G            4,561           3,588
   Income taxes                                               A&C          3,238             507
   Other accrued liabilities                                  H              975           1,553
                                                                        -------------------------
Total Current Liabilities                                                 22,032          12,284
                                                                        -------------------------

Commitments                                                   B                -               -
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:  22,375,631 in 1999
   and 22,319,131 in 1998                                     D           22,376          22,319
Capital in excess of par value                                             9,314           7,936
Treasury stock, $1 par value, 11,602 shares in
   1999 and 34,000 shares in 1998                                           (198)           (438)
Retained earnings                                                         39,063          33,910
Accumulated other comprehensive income (loss)                              1,068            (359)
                                                                        -------------------------
Total Stockholders' Equity                                                71,623          63,368
                                                                        -------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 93,655        $ 75,652
                                                                        =========================

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</TABLE>


                                                            - 24 -


<PAGE>
<TABLE>


                          HELIX TECHNOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>

                                                                        For the years ended December 31,
(in thousands except per share data)                  Notes           1999          1998           1997
----------------------------------------------------------------------------------------------------------

<S>                                                     <C>         <C>           <C>            <C>
Net sales                                                           $139,389      $ 95,345       $157,076
                                                                    --------------------------------------

Costs and expenses:
Cost of sales                                                         77,487        57,373         81,325
Research and development                                A              9,916        10,106         11,540
Selling, general and administrative                     D             31,976        26,581         30,891
Merger, restructuring and special charges               H                  -         6,046              -
                                                                    --------------------------------------
                                                                     119,379       100,106        123,756
                                                                    --------------------------------------
Operating income (loss)                                               20,010        (4,761)        33,320
Joint venture income                                    E              1,415           957          1,744
Interest and other income                                                856         1,234          1,754
Gain on sale of building                                I              1,397             -              -
                                                                    --------------------------------------
Income (loss) before taxes                                            23,678        (2,570)        36,818
Income tax provision (benefit)                          A&C            7,814          (650)        11,274
                                                                    -------------------------------------
Net income (loss)                                                   $ 15,864      $ (1,920)      $ 25,544
                                                                    ======================================
Net income (loss) per share:
   Basic                                                A&D         $   0.71      $  (0.09)      $   1.15
   Diluted                                              A&D         $   0.70      $  (0.09)      $   1.14
                                                                    ======================================
Number of shares used in per share calculations:
   Basic                                                A&D           22,336        22,262         22,151
   Diluted                                              A&D           22,623        22,262         22,353
                                                                    ======================================


Pro Forma Results (unaudited)
Income (loss) before taxes                                                        $ (2,570)      $ 36,818
Income tax (benefit) provision                                                        (824)        12,767
                                                                                  ------------------------
Pro forma net income (loss)                                                       $ (1,746)      $ 24,051
                                                                                  ========================
Pro forma net income (loss) per share:
    Basic                                                                         $  (0.08)      $   1.09
    Diluted                                                                       $  (0.08)      $   1.08
                                                                                  ========================

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</TABLE>








                                     - 25 -


<PAGE>

<TABLE>

                                                     HELIX TECHNOLOGY CORPORATION
                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>

                                        Common Stock                                         Accumulated
                                              Capital                                          Other                 Statements of
                                       Par   in Excess    Deferred    Treasury  Retained   Comprehensive             Comprehensive
(in thousands)                        Value   of Par    Compensation   Stock    Earnings   Income (Loss)    Total       Income
------------------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>       <C>        <C>        <C>       <C>            <C>           <C>          <C>
Balance, December 31, 1996            $22,035   $ 2,104    $(885)     $   -     $ 45,396       $  833       $ 69,483
Comprehensive income, net of tax:
 Net income                                 -         -        -          -       25,544            -         25,544      $25,544
 Other comprehensive loss:
  Foreign currency translation
   adjustments                              -         -        -          -            -         (762)          (762)        (762)
                                                                                                ------                    --------
 Other comprehensive loss                   -         -        -          -            -         (762)                       (762)
                                                                                                                          --------
Comprehensive income                                                                                                      $24,782
                                                                                                                          ========
Shares issued for stock options           157     1,625        -          -            -            -          1,782
Income tax effect from exercise
 of stock options                           -       448        -          -            -            -            448
Restricted stock (Note H)                  73       494      (68)         -            -            -            499
Shares tendered for exercise of
 stock options                            (52)              (987)         -            -            -         (1,039)
Cash dividends                              -         -        -          -      (16,260)           -        (16,260)
                                      -------------------------------------------------------------------------------
Balance, December 31, 1997             22,213     3,684     (953)         -       54,680           71         79,695
                                      -------------------------------------------------------------------------------
Comprehensive loss, net of tax:
 Net loss                                   -         -        -          -       (1,920)           -         (1,920)     $(1,920)
 Other comprehensive loss:
  Foreign currency translation
   adjustments                              -         -        -          -            -         (440)          (440)        (440)
  Unrealized gain on available-
   for-sale investment                      -         -        -          -            -           10             10           10
                                                                                                ------                    --------
 Other comprehensive loss                   -         -        -          -            -         (430)                       (430)
                                                                                                                          --------
Comprehensive loss                                                                                                        $(2,350)
                                                                                                                          ========
Shares issued for stock options           106     1,785        -          -            -            -          1,891
Income tax effect from exercise
 of stock options                           -      (224)       -          -            -            -           (224)
Restricted stock and acquisition
 adjustment (Note H)                        -     2,691      953          -       (2,783)           -            861
Shares tendered for exercise of
 stock options                              -         -        -       (438)           -            -           (438)
Cash dividends                              -         -        -          -      (16,067)           -        (16,067)
                                      -------------------------------------------------------------------------------
Balance, December 31, 1998             22,319     7,936        -       (438)      33,910         (359)        63,368
                                      -------------------------------------------------------------------------------
Comprehensive income, net of tax:
 Net income                                 -         -        -          -       15,864            -         15,864      $15,864
 Other comprehensive income:
  Foreign currency translation
   adjustments                              -         -        -          -            -        1,467          1,467        1,467
  Unrealized loss on available-
   for-sale investment                      -         -        -          -            -          (40)           (40)         (40)
                                                                                               -------                    --------
 Other comprehensive income                 -         -        -          -            -        1,427                       1,427
                                                                                                                          --------
Comprehensive income                                                                                                      $17,291
                                                                                                                          ========
Shares issued for stock options            57       746        -          -            -            -            803
Shares issued for employee
 savings plan                               -       302        -        318            -            -            620
Income tax effect from exercise
 of stock options                           -       330        -          -            -            -            330
Shares tendered for exercise of
 stock options                              -         -        -        (78)           -            -            (78)
Cash dividends                              -         -        -          -      (10,711)           -        (10,711)
                                      -------------------------------------------------------------------------------
Balance, December 31, 1999            $22,376   $ 9,314    $   -      $(198)    $ 39,063      $ 1,068       $ 71,623
                                      ===============================================================================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                                                - 26 -


<PAGE>




<TABLE>



                          HELIX TECHNOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                  For the years ended December 31,
(in thousands)                                                                  1999            1998          1997
------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                          <C>             <C>            <C>
   Net income (loss)                                                         $ 15,864        $ (1,920)      $ 25,544
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
       Depreciation and amortization                                            4,045           3,999          3,713
       Deferred income taxes                                                   (1,883)           (923)          (801)
       Gain on sale of property                                                (1,397)              -              -
       Restructuring charge                                                         -             667              -
       Undistributed earnings of joint venture, other                            (533)           (769)        (1,561)
       Amortization of deferred compensation                                        -             861            499
       Performance-based stock compensation                                     1,581             959          1,300
       Shares issued for employee savings plan                                    620               -              -
       Net change in other operating assets and liabilities (1)                (5,867)          4,535         (1,235)
                                                                             ----------------------------------------
   Net cash provided by operating activities                                   12,430           7,409         27,459
                                                                             ----------------------------------------
Cash flows from investing activities:
   Proceeds from sale of property                                               2,500               -              -
   Capital expenditures                                                        (4,561)         (2,557)        (5,248)
   Purchase of investments                                                    (23,910)        (53,047)        (4,444)
   Sale of investments                                                         26,092          38,585          3,470
                                                                             ----------------------------------------
   Net cash provided/(used) by investing activities                               121         (17,019)        (6,222)
                                                                             ----------------------------------------
Cash flows from financing activities:
   Shares tendered for exercise of stock options                                  (78)           (438)        (1,039)
   Net cash provided by employee stock plans                                      803             241            543
   Cash dividends paid                                                        (10,711)        (16,067)       (16,260)
                                                                             ----------------------------------------
   Net cash used by financing activities                                       (9,986)        (16,264)       (16,756)
                                                                             ----------------------------------------
Increase (decrease) in cash and cash equivalents                                2,565         (25,874)         4,481
Cash and cash equivalents, January 1                                            8,843          34,717         30,236
                                                                             ----------------------------------------
Cash and cash equivalents, December 31                                       $ 11,408        $  8,843       $ 34,717
                                                                             ========================================

(1) Change in other operating assets and liabilities:
         (Increase)/decrease in accounts receivable                          $ (9,696)       $  8,402       $ (4,871)
         (Increase)/decrease in inventories                                    (3,631)            560            484
         (Increase)/decrease in other current assets                             (520)             12           (218)
         Increase/(decrease) in accounts payable                                4,738          (1,284)            67
         Increase/(decrease) in other accrued expenses                          3,242          (3,155)         3,303
                                                                             ----------------------------------------
       Net change in other operating assets and liabilities                  $ (5,867)       $  4,535       $ (1,235)
                                                                             ========================================

Income taxes paid                                                            $  6,619        $  3,528       $ 10,131
                                                                             ========================================

Supplemental  disclosure  of  non-cash  activity  in 1999,  1998 and  1997,  $0,
$1,650,000 and $1,240,000,  respectively, was reclassed from accrued expenses to
equity in connection with issuance of stock options.

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</TABLE>

                                     - 27 -



<PAGE>



                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.     Summary of Significant Accounting Policies

       Use of Estimates

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities at
       the date of the financial statements and the reported amounts of revenues
       and expenses  during the reporting  period.  Actual  results could differ
       from those estimates.  Certain  reclassifications have been made to prior
       years'  consolidated  financial  statements  to conform  with the current
       presentation.

       Principles of Consolidation

       The consolidated financial statements include the accounts of the Company
       and its wholly owned  subsidiaries  after elimination of all intercompany
       transactions.  The  investment in and operating  results of the Company's
       50%-owned joint venture are included on the basis of the equity method of
       accounting.

       Business Combination

       In May 1998, the Company acquired Granville-Phillips Company ("GPC"). The
       acquisition was accounted for as a pooling of interests under  Accounting
       Principles Board Opinion No. 16 "Business Combinations." All prior period
       consolidated  financial  statements  have been  restated  to include  the
       financial position, results of operations,  stockholders' equity and cash
       flows of GPC.

       Foreign Currency Translation

       Assets and  liabilities  of  operations  outside  the  United  States are
       translated into U.S.  dollars using current  exchange  rates.  Income and
       expense accounts are translated at the average rates in effect during the
       year.  The  effects  of  foreign  currency  translation  adjustments  are
       included in comprehensive income as a component of stockholders'  equity.
       The cumulative  translation  adjustment for the Company's 50%-owned joint
       venture is reported net of income taxes.  Transaction  gains/losses  were
       not material.  The effect of foreign currency  exchange rates on cash and
       cash equivalents was not material.

       Cash and Cash Equivalents

       Cash and cash equivalents include demand deposits,  money market accounts
       and other highly liquid  investments  with  original  maturities of three
       months or less.






                                     - 28 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.     Summary of Significant Accounting Policies (continued)

       Investments

       The  Company's   investments   are   classified   as   available-for-sale
       securities,  and the  difference  in the  cost  and  fair  value of these
       investments   is  included  in   comprehensive   income.   The  Company's
       investments consist of the following:


                                                       December 31,
                                      ------------------------------------------
                                                1999                   1998
                                      -------------------    -------------------
       (in thousands)                  Cost    Fair Value     Cost    Fair Value
       -------------------------------------------------------------------------

       Money market funds             $ 1,855   $ 1,855      $ 2,336    $ 2,336
       Municipal and tax-free bonds    14,114    14,057       15,516     15,531
       Treasury bills                       -         -          285        285
                                      -----------------------------------------
                                      $15,969   $15,912      $18,137    $18,152
                                      =========================================

       Financial Instruments

       Financial instruments that potentially subject the Company to significant
       concentrations  of  credit  risk  consist  principally  of cash  and cash
       equivalents,  short-term  investments and trade accounts receivable.  The
       Company invests in investment-grade  securities.  The Company's customers
       are concentrated in one industry segment, the semiconductor manufacturing
       industry, and, historically, a significant portion of the Company's sales
       have been to a limited  number of  customers  within this  industry.  The
       Company performs ongoing credit  evaluations of its customers'  financial
       condition  and may require  deposits on large orders but does not require
       collateral or other security to support customer receivables.

       Inventories
                                                          December 31,
       (in thousands)                                 1999             1998
       ----------------------------------------------------------------------

       Finished goods                                $ 5,157         $  3,067
       Work in process                                 8,716            7,597
       Materials and parts                             4,569            4,147
                                                     ------------------------
                                                     $18,442          $14,811
                                                     ========================

       Inventories  are  stated at the  lower of cost or  market on a  first-in,
       first-out basis.



                                     - 29 -
<PAGE>

                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.     Summary of Significant Accounting Policies  (continued)

       Property, Plant and Equipment
                                                    December 31,
       (in thousands)                           1999          1998
       -------------------------------------------------------------

       Land                                    $     -       $    20
       Leasehold improvements                    3,962         5,454
       Machinery and equipment                  34,762        31,217
                                               ---------------------
                                               $38,724       $36,691
                                               =====================

       Depreciation is provided on the  straight-line  method over the estimated
       useful lives of the assets. Leasehold improvements are amortized over the
       lesser of their useful life or the remaining life of the lease. Estimated
       useful lives of machinery and equipment range from 3 to 15 years.

       Maintenance  and  repairs  are  charged  to  expense  as  incurred,   and
       betterments  are  capitalized.  The cost of assets  sold or  retired  and
       related  depreciation  are removed  from the accounts at the time of sale
       and any resulting gain or loss is reflected in income.

       Revenue Recognition

       The Company  records  revenue on its products  when units are shipped and
       when services are performed.

       Research and Development

       Research and development costs are expensed as incurred.

       Income Taxes

       Deferred  income   taxes   result  from  temporary   differences  in  the
       recognition of revenues and expenses between financial statements and tax
       returns.  Tax credits are recognized when realized for tax purposes using
       the "flow-through" method of accounting. The Company has not provided for
       federal income taxes applicable to undistributed  earnings of its foreign
       subsidiaries since these earnings are indefinitely reinvested.



                                     - 30 -
<PAGE>

                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.     Summary of Significant Accounting Policies  (continued)

       Net Income Per Share

       Basic net income (loss) per common share is based on the weighted average
       number of common shares  outstanding  during the year. Diluted net income
       (loss) per common share reflects the potential  dilution that could occur
       if outstanding stock options were exercised.

       The following  table sets forth the  computation of basic and diluted net
       income (loss) per common share:

                                                For the years ended December 31,
       (in thousands except per share data)       1999        1998       1997
       -------------------------------------------------------------------------

       Net income (loss)                        $15,864     $(1,920)    $25,544
                                                ===============================

       Basic shares                              22,336      22,262      22,151
       Add: Common equivalent shares (1)            287           -         202
                                                -------------------------------
       Diluted shares                            22,623      22,262      22,353

       Basic net income (loss) per share        $  0.71     $ (0.09)    $  1.15
                                                ===============================

       Diluted net income (loss) per share      $  0.70     $ (0.09)    $  1.14
                                                ===============================

       (1) Common equivalent shares represent shares issuable upon conversion of
           stock options (using the treasury  stock method).  As of December 31,
           1999,  the  Company  had no stock  options  that were  anti-dilutive.
           Options outstanding not included in the computation of diluted shares
           were 491,000 in 1998 because the Company was in a net loss  position,
           and the  inclusion of such shares would be  anti-dilutive.  For 1997,
           30,000  options  outstanding  were not  included in the  computation,
           because the option price was greater than the average market price of
           the common shares.

       New Accounting Pronouncements

       In June 1998, the Financial  Accounting  Standards Board issued Statement
       of Financial  Accounting  Standards No. 133 (SFAS 133),  "Accounting  for
       Derivative   Instruments   and  Hedging   Activities."   This   statement
       establishes   accounting   and   reporting   standards   for   derivative
       instruments,  including  some  derivative  instruments  embedded in other
       contracts  (collectively  referred  to as  derivatives),  and for hedging
       activities.  The Company will adopt SFAS 133 in 2001, in accordance  with
       SFAS 137,  which deferred the effective date of SFAS 133. The adoption of
       this  Standard in 2001 is not  expected to have a material  impact on the
       Company's financial statements.






                                     - 31 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.     Summary of Significant Accounting Policies  (continued)

       New Accounting Pronouncements (continued)

       In December 1999, the  Securities  and Exchange  Commission  issued Staff
       Accounting Bulletin No. 101 (SAB 101), "Revenue  Recognition in Financial
       Statements."  SAB 101 summarizes  the staff's view in applying  generally
       accepted  accounting  principles to selected revenue  recognition issues.
       The  application  of the  guidance  in SAB 101  will be  required  in the
       Company's   first  quarter  of  2000.   The  Company  has  evaluated  the
       application of SAB 101 and determined that it will have no impact.


B.     Lease Commitments and Contingent Obligations

       The Company  leases  certain  facilities  and equipment  under  long-term
       operating leases.

       Future minimum lease payments under the  noncancelable  operating  leases
       are:

       (in thousands)                                     Operating Leases
       -------------------------------------------------------------------

       2000                                                  $    4,495
       2001                                                       3,550
       2002                                                       3,491
       2003                                                       3,267
       2004                                                       3,025
       Later years                                                9,428
                                                             ----------
       Total                                                 $   27,256
                                                             ==========

       Total rental  expense  under  operating  leases was  $4,130,000  in 1999,
       $3,526,000 in 1998, and $3,289,000 in 1997.

       The Company enters into short-term  foreign  currency  forward  contracts
       with its primary bank to minimize the effect of foreign currency exchange
       rate  fluctuations on certain  intercompany  transactions with its wholly
       owned  European and Japanese  subsidiaries.  Net realized and  unrealized
       gains and losses on these  transactions are not material and are recorded
       in the  statements of operations.  The notional  amounts of the Company's
       outstanding  foreign currency forward  contracts at December 31, 1999 and
       1998, were $4,027,000 and $2,153,000, respectively.

       In the normal course of business, the Company is subject to various legal
       proceedings  and claims.  The Company is a defendant in an action brought
       by Raytheon Company claiming damages from the sale of allegedly defective
       components by the Company to Raytheon, which the Company no longer sells.
       The Company  believes that it has meritorious  defenses to the claims and
       that,  although  the  outcome  of the  action  cannot be  predicted  with
       certainty, the disposition of the claim should not have a material effect
       on the financial position of the Company.


                                     - 32 -
<PAGE>

                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

C.     Income Taxes

       The   components  of  income   (loss) before income taxes and the related
       provision for (benefit from) income taxes are presented below:


                                               For the years ended December 31,
       (in thousands)                          1999         1998        1997
       ------------------------------------------------------------------------
       Income (loss) before income taxes:
         Domestic                            $22,500      $(2,572)     $36,106
         Foreign                               1,178            2          712
                                             ----------------------------------
                                             $23,678      $(2,570)     $36,818
                                             ==================================

       Provision for (benefit from)
       income taxes:
         Current:
             Federal                         $ 8,114      $   176      $10,096
             Foreign                             558           18          250
             State                             1,025           79        1,729
                                             ----------------------------------
                                               9,697          273       12,075
         Deferred:
             Federal                          (1,675)        (611)        (656)
             State                              (208)        (312)        (145)
                                             ----------------------------------
                                              (1,883)        (923)        (801)
                                             ----------------------------------
       Total                                 $ 7,814      $  (650)     $11,274
                                             ==================================

       The Company's  deferred tax assets and (liabilities) are comprised of the
       following:

                                                                December 31,
       (in thousands)                                        1999        1998
       ------------------------------------------------------------------------
       Deferred tax assets:
       Inventory valuation                                $ 1,821      $ 1,411
       Compensation and benefit plans                       3,643        2,208
       Leases                                                 190          223
       Depreciation                                           671          305
       Net operating loss and tax credit carryforwards        457          656
       Other                                                  335          434
                                                          ---------------------
          Total deferred tax assets                         7,117        5,237
       Deferred tax liabilities                               (77)         (80)
                                                          ---------------------
          Net deferred tax assets                         $ 7,040      $ 5,157
                                                          =====================

       Deferred   income  taxes  on   undistributed   earnings  of  the  foreign
       subsidiaries are not material. The Company believes that its deferred tax
       assets are more  likely  than not  realizable;  therefore,  no  valuation
       allowance is required.




                                     - 33 -

<PAGE>

                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

C.     Income Taxes (continued)

       The table below reconciles the expected U.S. federal income tax provision
       (benefit)  to  the  recorded  income  tax  provision   (benefit)  in  the
       statements of operations:
<TABLE>
<CAPTION>

                                                                             December 31,
                                                                   ----------------------------------
       (in thousands)                                              1999          1998          1997
       ----------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>        <C>
       Federal tax computed at statutory rate of 35%               $8,287         $(899)     $12,886
       State income taxes, net of federal income tax benefit          531          (151)       1,063
       Non-taxable S-Corporation loss (income)                          -           165       (1,514)
       Foreign sales corporation tax benefit                         (548)            -         (907)
       Earnings not subject to U.S. income taxes                     (308)         (191)        (414)
       R&D and foreign tax credits                                   (508)         (357)        (516)
       Non-deductible acquisition costs                                 -           620            -
       Other, net                                                     360           163          676
                                                                  -----------------------------------
       Income tax provision (benefit)                              $7,814         $(650)     $11,274
                                                                  ===================================
</TABLE>

       Prior  to the  acquisition  on May 7,  1998,  Granville-Phillips  Company
       ("GPC") had elected to be treated as an S-Corporation  for federal income
       tax reporting purposes.  Under this election, the individual stockholders
       of GPC are  deemed to have  received a pro rata  distribution  of taxable
       income of GPC (whether or not an actual  distribution was made), which is
       included in their taxable  income.  Accordingly,  GPC did not provide for
       federal income taxes. Unaudited pro forma net income (loss) per share for
       1998 and 1997  reflects  the  unaudited  pro  forma  income  tax  benefit
       (provision)  of GPC as if GPC was combined  and subject to the  effective
       federal and state statutory rates of  approximately  38% throughout these
       periods.  GPC's  S-Corporation tax reporting status was terminated on the
       date of the acquisition and,  therefore,  the  undistributed  earnings of
       $2.8  million as of the date of  acquisition  have been  reclassified  to
       additional paid-in capital.

D.     Capital Stock

       On October 16,  1997,  the  Company's  Board of  Directors  authorized  a
       two-for-one  common  stock split that was  effected in the form of a 100%
       stock dividend. Stock certificates were distributed on November 13, 1997,
       to  stockholders  of record on October 30, 1997.  All  references  in the
       financial statements and notes to number of shares, per share amounts and
       market  prices of the  Company's  common  stock  have been  retroactively
       restated to reflect the increased number of common shares outstanding.

       Options for the  purchase of shares of the  Company's  common  stock have
       been granted to  officers,  directors  and key  employees  under  various
       nonqualified  stock  option  agreements.  The  terms of these  agreements
       provide that the options are exercisable  over a number of years from the
       date of  grant at not less  than  the  fair  market  value at the date of
       grant.




                                     - 34 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

D.     Capital Stock  (continued)

       Options  expire at various  dates  through the year 2009. At December 31,
       1999 and 1998,  respectively,  1,151,274 and  1,207,774  shares of common
       stock were  reserved  for stock  options.  At December 31, 1999 and 1998,
       respectively,   115,274  and  97,024   nonqualified  stock  options  were
       exercisable.  In 1989,  the Company  entered into an  agreement  with its
       president  under which  options to  purchase up to 800,000  shares of the
       Company's  common  stock  were  granted,  at a price of $1.69 per  share,
       exercisable  over a ten-year  period subject to the attainment of certain
       financial  performance  targets.  At December 31,  1999,  options for the
       purchase of 640,000 shares had become exercisable.  The remaining 160,000
       shares will become  exercisable on March 1, 2000. In connection with this
       agreement,  compensation  expense of $1,581,000,  $959,000 and $1,300,000
       was charged in 1999, 1998 and 1997, respectively.

       In the first quarter of 1999,  the Company  entered into a new employment
       agreement with its president under which nonqualified options to purchase
       up to 200,000  shares of the  Company's  common stock were granted at the
       fair market value of $20.81 per share, vesting over an eight-year period.

       The following table summarizes  option activity for the years ended 1997,
       1998 and 1999:

                                        Number of              Weighted Average
       Options Outstanding            Common Shares             Exercise Price
       ------------------------------------------------------------------------
       December 31, 1996                615,000                    $   5.95

       Options granted                  121,000                    $  20.90
       Options exercised               (157,226)                   $   3.45
       Options cancelled                (82,000)                   $  14.66
                                     -----------
       December 31, 1997                496,774                    $   8.95

       Options granted                  180,000                    $  22.33
       Options exercised               (106,000)                   $   2.27
                                       ---------
       December 31, 1998                570,774                    $  14.41

       Options granted                  331,500                    $  21.68
       Options exercised                (56,500)                   $  14.21
       Options cancelled                (73,500)                   $  20.65
                                    ------------
       December 31, 1999                772,274                    $  16.95
                                    ============









                                     - 35 -
<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

D.     Capital Stock  (continued)

       The  following  table   summarizes   information   concerning   currently
       outstanding and exercisable options:
<TABLE>
<CAPTION>

                                              Options Outstanding                          Options Exercisable
                          ----------------------------------------------------     --------------------------------
          Range of           Number         Weighted Average       Weighted           Number            Weighted
          Exercise        Outstanding          Remaining            Average        Exercisable          Average
           Prices         at 12/31/99       Contractual Life    Exercise Price     at 12/31/99       Exercise Price
     --------------------------------------------------------------------------------------------------------------

<S>  <C>      <C>           <C>                 <C>                 <C>              <C>                <C>
     $ 1.69 - $ 1.69        160,000             .16 years           $ 1.69                   -               -
     $ 2.86 - $ 3.85         12,274            3.82 years           $ 3.68              12,274          $ 3.68
     $ 9.13 - $20.81        407,500            7.09 years           $19.56              64,000          $16.76
     $23.11 - $40.69        192,500            8.09 years           $24.97              39,000          $24.96
     ---------------        -------          ------------           ------           ---------          ------
     $ 1.69 - $40.69        772,274            5.85 years           $16.95             115,274          $18.14
</TABLE>

       The  Company  adopted  the  disclosure  only option  under  Statement  of
       Financial  Accounting  Standards  No.  123 (SFAS  123),  "Accounting  for
       Stock-Based  Compensation"  as of December  31, 1996.  If the  accounting
       provisions of SFAS 123 had been adopted,  the effect on net income (loss)
       and basic and  diluted  net income  (loss)  per share  would have been as
       follows:

                                               For the years ended December 31,
       (in thousands except per share data)       1999       1998        1997
       ------------------------------------------------------------------------

       As Reported
       Net income (loss)                        $15,864    $(1,920)     $25,544
       Basic net income (loss) per share        $  0.71    $ (0.09)     $  1.15
       Diluted net income (loss) per share      $  0.70    $ (0.09)     $  1.14

       Pro Forma
       Net income (loss)                        $15,179    $(2,438)     $25,371
       Basic net income (loss) per share        $  0.68    $ (0.11)     $  1.15
       Diluted net income (loss) per share      $  0.67    $ (0.11)     $  1.14

       The weighted  average fair value of options granted during 1999, 1998 and
       1997 was $10.63,  $8.44 and $8.06,  respectively.  The fair value of each
       option grant is  estimated  on the date of grant using the  Black-Scholes
       option-pricing model with the following weighted average assumptions:

                                                  1999        1998        1997
       ------------------------------------------------------------------------

       Dividend yield                              1.8%        4.2%        4.2%
       Expected stock price volatility              50%         50%         50%
       Risk-free interest rate                    5.18%       5.49%       6.34%
       Expected holding period (years)             7.4         6.4         6.4

                                     - 36 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

E.     Other Assets

       The Company has a 50/50 joint venture company,  Ulvac  Cryogenics,  Inc.,
       with an unrelated Japanese manufacturer to produce cryogenic vacuum pumps
       in Japan.

       Condensed  results of  operations  for the joint  venture for each of the
       three fiscal years ended September 30, are as follows:

       (in thousands)                             1999       1998       1997
       ------------------------------------------------------------------------

       Net sales                                $24,229     $19,511     $27,638
                                                ===============================
       Gross profit                             $ 7,847     $ 5,280     $ 8,488
                                                ===============================
       Net income                               $ 1,762     $ 1,092     $ 2,364
                                                ===============================
       Joint venture income, including
         royalty income and equity income       $ 1,415     $   957     $ 1,744
                                                ===============================

       Condensed balance sheet information as of September 30, is as follows:

       (in thousands)                             1999       1998
       ------------------------------------------------------------------------

       Current assets                           $26,548     $15,314
       Noncurrent assets                          4,119       2,906
                                                -------------------
       Total assets                             $30,667     $18,220
                                                ===================

       Current liabilities                      $11,291     $ 4,572
       Long-term liabilities                      1,113         829
       Stockholders' equity                      18,263      12,819
                                                -------------------
       Total liabilities and
         stockholders' equity                   $30,667     $18,220
                                                ===================

       The  Company's  net  investment  in the joint  venture  of  approximately
       $8,549,000 and $6,500,000 at December 31, 1999 and 1998, respectively, is
       reported in other assets.  The  Company's net  investment at December 31,
       1999  and  1998,  reflects  a  cumulative   translation  gain  (loss)  of
       $1,083,000 and ($168,000),  respectively  (net of income tax provision of
       $583,000 and benefit of $90,000, respectively). This currency translation
       gain or loss,  which is included in stockholders'  equity,  resulted from
       translating the balance sheet of the joint venture into U.S. dollars.

F.     Segment Information

       Line of Business and Foreign Operations

       The Company adopted Statement of Financial  Accounting  Standards No. 131
       (SFAS  131),  "Disclosure  about  Segments of an  Enterprise  and Related
       Information" for 1998. The Company operates in several operating segments
       and in one reportable  segment:  the development,  manufacture,  sale and
       support of cryogenic and vacuum equipment.  These operating segments have
       been combined in accordance with the aggregation criteria of SFAS 131.

                                     - 37 -


<PAGE>




                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F.     Segment Information  (continued)

       The  consolidated  financial  statements  include the  accounts of wholly
       owned   international   subsidiaries   which  operate   customer  support
       facilities  to sell  and  service  products  manufactured  in the  United
       States. A summary of United States and International  operations  follows
       for the years ended December 31:



                                       United
       (in thousands)                  States     International    Consolidated
       ------------------------------------------------------------------------
       1999
       Net sales                      $119,154       $20,235        $139,389
       Long-lived assets              $ 17,328       $ 2,420        $ 19,748



       1998
       Net sales                      $ 81,747       $13,598        $ 95,345
       Long-lived assets              $ 16,707       $ 1,093        $ 17,800



       1997
       Net sales                      $143,083       $13,993        $157,076
       Long-lived assets              $ 18,387       $   531        $ 18,918

       Intercompany   transactions   are  at  prices  that  are   comparable  to
       third-party sales.

       Export Sales and Significant Customers

       The  Company's  export sales,  principally  to customers in the Far East,
       were $10,663,000 in 1999, $9,231,000 in 1998 and $13,105,000 in 1997.

       The Company's largest customer represented 29%, 20%, and 30% of net sales
       for 1999, 1998 and 1997, respectively.









                                     - 38 -
<PAGE>

                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

G.     Employee Benefit Plans

       The Company's retirement and savings plans cover substantially all of the
       Company's  employees  who  have one year of  service.  A  noncontributory
       defined  benefit  pension plan and a defined  contribution  plan function
       together as the Company's retirement program.

       The Company adopted Statement of Financial  Accounting Standards No. 132,
       "Employees'  Disclosure  about Pensions and Other  Retirement  Benefits,"
       during 1998. The following tables set forth the funded status,  projected
       benefit obligation and fair value of assets of the plan.

       Reconciliation of Funded Status

                                                                December 31,
       (in thousands)                                         1999       1998
       ------------------------------------------------------------------------

       Funded status                                        $ 2,336     $ 1,402
       Unrecognized prior service cost                           33          40
       Unrecognized net transition asset                       (145)       (184)
       Unrecognized net actuarial gain                       (5,819)     (4,018)
                                                            --------------------
       Accrued pension cost                                 $(3,595)    $(2,760)
                                                            ====================

       Reconciliation of Projected Benefit Obligation

       (in thousands)                                         1999       1998
       -------------------------------------------------------------------------

       Beginning of year benefit obligation (January 1)     $ 7,271     $ 6,369
          Service cost                                        1,024         981
          Interest cost                                         515         508
          Actuarial (gain) loss                              (1,975)        963
          Benefits paid                                        (956)     (1,061)
          Curtailment gain (1)                                    -        (489)
                                                            --------------------
       End of year benefit obligation (December 31)         $ 5,879     $ 7,271
                                                            ====================

       Reconciliation of Fair Value of Assets

       (in thousands)                                         1999       1998
       -------------------------------------------------------------------------

       Beginning of year, fair value of assets (January 1)  $ 8,673     $ 8,190
          Actual return on plan assets                          498       1,544
          Benefits paid                                        (956)     (1,061)
                                                            --------------------
       End of year, fair value of assets (December 31)      $ 8,215     $ 8,673
                                                            ====================



                                     - 39 -
<PAGE>

                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

G.     Employee Benefit Plans  (continued)

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

       (in thousands)                   1999          1998           1997
       -------------------------------------------------------------------
       Service cost                   $1,024         $ 981          $ 894
       Interest cost                     515           508            481
       Expected return on assets        (546)         (563)          (537)
       Net amortization of:
          Prior service cost               7             8              8
          Net actuarial gain            (125)         (131)          (131)
          Transition obligation          (39)          (39)           (39)
       Curtailment gain(1)                 -          (489)             -
                                      ------------------------------------
       Net periodic pension cost      $  836         $ 275          $ 676
                                      ====================================

       (1) The curtailment  gain relates to certain  participants in the pension
           plan who were  terminated  from  employment  in  connection  with the
           Company's restructuring plan. (Note H).

       Key assumptions  used in computing  year-end  obligations for the defined
       benefit plan were:

                                              1999          1998          1997
       ------------------------------------------------------------------------

       Discount rate for obligations          7.75%         6.75%          7.0%
       Rate of compensation increase           5.5%          5.0%          5.0%
       Long-term rate of return on assets      9.0%          9.0%          9.0%

       The Company has Employee  Savings Plans,  qualified under Section 401(k),
       which  are  designed  to  supplement   retirement   income.  The  Company
       contributes  a  percentage  of the  participants'  contributions  up to a
       defined maximum amount.  The contributions  expense,  net of forfeitures,
       was $1,239,000 in 1999, $826,000 in 1998 and $812,000 in 1997.

       The Company has a  Supplemental  Key Executive  Retirement  Plan which is
       designed   to   supplement    benefits   paid   to   participants   under
       Company-funded,  tax-qualified  retirement  plans.  The Company  recorded
       additional  retirement  costs of $186,000  in 1999,  $170,000 in 1998 and
       $69,000 in 1997 in connection with this Plan.






                                     - 40 -
<PAGE>

                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

H.     Merger, Restructuring and Special Charges

       In the second  quarter of 1998, the Company  acquired  Granville-Phillips
       Company ("GPC") in a transaction accounted for as a pooling of interests.
       GPC  operates  in  the  same  line  of  business  as  the  Company;   the
       development,  manufacture,  sale and  support  of vacuum  equipment.  The
       Company  issued  2,382,925  shares of common  stock in  exchange  for all
       outstanding common stock of GPC at May 7, 1998. Direct acquisition costs,
       primarily  compensation  expense relating to shares issued to certain GPC
       employees  as part of a  restricted  stock plan,  and  professional  fees
       amounted  to $3.5  million  and  were  charged  against  the  results  of
       operations. At the time of the acquisition, GPC common shares included in
       the restricted  stock plan were exchanged for the equivalent value of the
       Company's common shares.  GPC was an S-Corporation for tax purposes prior
       to the  acquisition.  In  accordance  with SAB  Topic 4B,  the  amount of
       undistributed  earnings of $2.8 million generated during the periods that
       GPC was taxed as an S-Corporation was reclassified from retained earnings
       to  capital  in excess of par  value at the time of the  merger  and $0.8
       million  was  recorded  in  capital  in  excess  of par  value  for stock
       incentive plans in 1998.

       The following  information  presents certain statement of operations data
       of the Company and GPC for the periods prior to the acquisition.

                                             (Unaudited)
                                         Three Months Ended     Year Ended
       (in thousands)                      Mar. 31, 1998      Dec. 31, 1997
       --------------------------------------------------------------------
       Net sales for:
          Helix                             $25,872              $131,519
          GPC                                 5,622                25,557
                                            -----------------------------
          Combined                          $31,494              $157,076
                                            =============================
       Net income (loss) for:
          Helix                             $ 2,941              $ 21,315
          GPC                                (1,075)                4,229
                                            -----------------------------
          Combined                          $ 1,866              $ 25,544
                                            =============================

       During the third quarter of 1998, the Company recorded  restructuring and
       other  special  charges of $2.5  million.  The Company  restructured  its
       domestic   operations   to  eliminate   non-strategic   spending,   while
       redirecting  resources to the Company's global customer support structure
       and  other  strategic   initiatives.   The  charges  primarily   included
       provisions for termination  benefits of $1.3 million for approximately 80
       personnel,  exit costs  related to a leased  facility of $1.0 million and
       $0.2 million for the impairment of certain assets.  At December 31, 1999,
       the restructuring accrual was fully utilized.






                                     - 41 -

<PAGE>



                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

H.     Merger, Restructuring and Special Charges (continued)

       The amounts  accrued and charged  against the provisions  described above
       were as follows:
<TABLE>
<CAPTION>

                                          1998                          1999
                                      Cash Payments       Dec. 31,     Cash Payments    Dec. 31
                                        and Asset         1998         and Asset        1999
(in thousands)           Provision      Write-offs        Balance      Write-offs       Balance
-----------------------------------------------------------------------------------------------
<S>                       <C>              <C>               <C>           <C>        <C>
Employee termination
   benefits               $1,300           $1,000            $300          $300       $  -
Leased facility            1,000              400             600           600          -
Asset impairment             200              200               -             -          -
                         -------------------------------------------------------------------
Total                     $2,500           $1,600            $900          $900       $  -
                         ===================================================================
</TABLE>


I.     Gain on Sale of Building

       During 2000, the Company will consolidate its Colorado  operations into a
       new  60,000  square  foot  leased  facility.   In  anticipation  of  this
       consolidation,  the Company sold its Colorado  facility in December 1999,
       recognizing  a $1.4 million  gain,  and entered into a lease with the new
       owner to facilitate the transition into the new facility.









                                     - 42 -

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS




To The Board Of Directors and Stockholders
of Helix Technology Corporation:


         Our report on the consolidated financial statements of Helix Technology
Corporation  is included on Page 23 of this Form 10-K.  In  connection  with our
audits of such financial statements,  we have also audited the related financial
statement schedule listed in the index on Page 14 of this Form 10-K.

         In our opinion,  the financial  statement  schedule  referred to above,
when considered in relation to the basic financial  statements taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.







/s/PricewaterhouseCoopers LLP
-----------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 21, 2000







                                     - 43 -


<PAGE>

<TABLE>

                          HELIX TECHNOLOGY CORPORATION
                                QUARTERLY RESULTS
                                   (UNAUDITED)


<CAPTION>
                                                          First          Second         Third         Fourth
(in thousands except per share data)                     Quarter         Quarter       Quarter        Quarter
-------------------------------------------------------------------------------------------------------------
1999
<S>                                                       <C>            <C>            <C>           <C>
Net sales                                                 $25,900        $32,533        $39,036       $41,920
Gross profit                                               10,789         14,154         17,605        19,354
Operating income                                            1,566          4,004          6,510         7,930
Net income                                                  1,260          2,992          4,785         6,827
Basic net income per share                                $  0.06        $  0.13        $  0.21       $  0.31
Diluted net income per share                              $  0.06        $  0.13        $  0.21       $  0.30

1998
Net sales                                                 $31,494        $25,706        $18,550       $19,595
Gross profit                                               14,702          9,955          5,948         7,367
Operating income (loss)                                     2,821         (1,873)        (4,765)         (944)
Net income (loss)                                           1,866           (434)        (3,431)           79
Basic net income (loss) per share                         $  0.08        $ (0.02)       $ (0.15)      $  0.00
Diluted net income (loss) per share                       $  0.08        $ (0.02)       $ (0.15)      $  0.00

</TABLE>













                                     - 44 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

              For the Years Ended December 31, 1999, 1998 and 1997

                                 (in thousands)


<TABLE>
<CAPTION>

                                                                          Additions
                                                                 ---------------------------
                                                  Balance at     Charged to       Charged to    Deductions   Balance at
                                                   Beginning     Costs and          Other          from      at End of
                 Description                       of Period      Expenses         Accounts      Reserves     Period
-----------------------------------------------------------------------------------------------------------------------

Year ended December 31, 1999
<S>                                                 <C>             <C>            <C>            <C>          <C>
    Allowance for doubtful accounts                 $228            $   63         $   -          $  106       $185
===================================================================================================================
    Warranty                                        $297            $  742         $   -          $  748       $291
===================================================================================================================


Year ended December 31, 1998
    Allowance for doubtful accounts                 $240            $    5         $   -          $   17       $228
===================================================================================================================
    Warranty                                        $292            $1,375         $   -          $1,370       $297
===================================================================================================================


Year ended December 31, 1997
    Allowance for doubtful accounts                 $238            $   17         $   -          $   15       $240
===================================================================================================================
    Warranty                                        $303            $1,614         $   -          $1,625       $292
===================================================================================================================
</TABLE>











                                     - 45 -