<PAGE>

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

                          Amendment No. 1 to Form 10-K

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

 For the Fiscal Year Ended December 31, 1997      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 February 20, 1998,  (computed by reference
to the quoted selling prices of such stock in the over-the-counter  market), was
$423,595,000.

The number of shares outstanding of the registrant's Common Stock, $1 Par Value,
as of February 20, 1998 was 19,830,206.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Proxy Statement for the registrant's  1998 Annual Meeting
of  Stockholders  to be filed with the SEC in March 1998  are  incorporated  by
reference into Part III, Items 10-12.

<PAGE>

HELIX TECHNOLOGY CORPORATION                                  10-K Annual Report
Commission File No. 0-6866                                 For Fiscal Year Ended
                                                               December 31, 1997

                                     PART I

Item 1.    Business

     General  -  HELIX  TECHNOLOGY   CORPORATION  ("the  Company"),  a  Delaware
corporation  organized in 1967, is engaged in the development and application of
cryogenic and vacuum technology.  The Company provides  innovative  solutions to
customer requirements in select markets worldwide.

Through its  CTI-CRYOGENICS  ("CTI")  operations,  the Company provides critical
vacuum  components and subsystems used in a broad range of electronic  component
manufacturing  equipment.  The principal customers for CTI's vacuum products are
involved in the production of semiconductors,  optical and magnetic data storage
media and advanced  information  displays.  The Cryo-Torr  cryogenic vacuum pump
product  line  combines  the  expertise  of CTI in both  cryogenics  and  vacuum
technology.   (Cryo-Torr   is  a  registered   trademark  of  Helix   Technology
Corporation.)  CTI's  On-Board  cryogenic  vacuum  pumping  system  incorporates
built-in  microprocessor  capabilities to provide on-line performance monitoring
and  diagnostics.  (On-Board  is a  registered  trademark  of  Helix  Technology
Corporation.)

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 rapid response system 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.)

The Company encounters  competition in both domestic and foreign markets for its
products.  Competition  comes from smaller firms and from larger firms that have
greater total  resources  than the Company.  The absence of statistics  makes it
impossible  to state the  Company's  precise  position  in its  served  markets,
although the Company believes it enjoys a leadership in the market for cryogenic
vacuum pumping systems. 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 material in its products.

The  Company  holds  many U.S.  and  foreign  patents in the field of vacuum and
cryogenics that it believes are  significant to its operations,  which expire at
various  times  during the period  ending  2015.  No patents,  which the Company
considers  significant,  expire  during  the next  five  years.  Trademarks  are
considered  important to the Company's business.  These trademarks are protected
by  registration in the United States and other countries in which the Company's
products are marketed.







                                      - 2 -


<PAGE>


                                     PART I

Item 1.    Business  (continued)

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  included 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.

     Backlog - The  backlog  of  orders  believed  to  be firm was approximately
$5.9  million on December  31,  1997,  compared to $5.3  million at December 31,
1996.  The Company  expects to recognize  revenues from  essentially  all of the
December 31, 1997 backlog during the 1998 calendar year.

     Research  and  Development  - The Company  expended  $8,899,000  in 1997 on
research and development  efforts  compared to $7,668,000 and $4,534,000 in 1996
and  1995,  respectively.  These  expenditures  reflect  development  activities
relating to product enhancements and new products for commercial applications.

     Employment  - Total  employment  in the  Company at the end of 1997 was 453
compared with 423 and 404 at the end of 1996 and 1995, 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 Industry  Segments and Major  Customers - The
Company's one industry 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%, 28% and 30% of  sales for
1997,  1996  and  1995, respectively. Information   concerning   operations   in
different geographic  areas  is  included  in Note G of  Notes  to  Consolidated
Financial Statements included elsewhere in this report.
    
Item 2.    Properties

The Company  leases and occupies  two  buildings  in  Mansfield,  Massachusetts,
totaling  approximately  218,000  square  feet.  The  lease  for  its  corporate
headquarters and manufacturing  operations  expires December 31, 2006. The lease
includes scheduled base rent increases through the term of the lease and renewal
options for up to fifteen  additional  years.  The Company  also leases space to
house remote customer support  facilities.  A facility of  approximately  11,000
square feet is leased in Santa Clara,  California,  a facility of 12,000  square
feet is leased in Austin,  Texas,  and a facility of 1,300 square feet is leased
in Phoenix,  Arizona.  A total of approximately  16,000 square feet is leased in
Europe to house three customer  support  centers.  The Company believes that its
facilities are adequate to support its current operations.




                                      - 3 -


<PAGE>


                                     PART I

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.

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

During the quarter ended  December 31, 1997, no matters were submitted to a vote
of security holders through the solicitation of proxies or otherwise.

                                     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  Over-The-Counter  market  (NASDAQ
symbol HELX). At December 31, 1997, there were 19,830,206 shares of common stock
outstanding and approximately 750 common stockholders of record.

Cash Dividend Per Common Share and Price Range of Common Stock

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

                               First       Second      Third      Fourth
             1997             Quarter      Quarter    Quarter     Quarter
--------------------------------------------------------------------------------
Stock price
   High (1)                  $   18.63   $   21.00   $   33.38  $  31.53
   Low (1)                   $   14.13   $   15.00   $   19.50  $  17.50
Cash dividend per share (1)  $    .175   $    .175   $    .175  $   .210


                               First       Second      Third      Fourth
             1996             Quarter      Quarter    Quarter     Quarter
--------------------------------------------------------------------------------
Stock price
   High (1)                  $   20.63   $   21.44   $   19.63  $  16.63
   Low (1)                   $   12.50   $   13.63   $   11.63  $  12.63
Cash dividend per share (1)  $    .125   $    .175   $    .175  $   .175


(1) Market  prices and per share data reflect a  two-for-one  common stock split
effective November 1997. (Note E)

The Board of Directors  declared a quarterly  cash  dividend of $0.21 per common
share payable on March 19, 1998, to common  stockholders  of record at the close
of business on March 5, 1998.



                                      - 4 -


<PAGE>


                                     PART II
<TABLE>

Item 6.    Selected Financial Data

<CAPTION>
(in thousands except per share data)         1997         1996           1995          1994            1993
---------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>           <C>            <C>            <C>           <C>    
Net sales                                 $131,519      $128,383       $123,667       $86,761       $63,863

Net income                                $ 21,315      $ 21,957       $ 20,985       $10,603       $ 5,021 (2)

Basic net income per share (1)            $   1.08      $   1.12       $   1.08       $   .55       $   .27 (2)

Diluted net income per share (1)          $   1.07      $   1.10       $   1.05       $   .54       $   .27 (2)

Cash dividends per share (1)              $   .735      $    .65       $    .29       $  .145       $   .10

Total assets                              $ 81,666      $ 71,759       $ 69,074       $45,386       $32,662

Capitalized lease obligations             $      -      $      -       $      -       $    36       $    81

Basic shares (1)                            19,768        19,670         19,478        19,146        18,944

Diluted shares (1)                          19,970        19,978         20,010        19,698        19,124

(1) All share and per  share  data  reflect a  two-for-one  common  stock  split
effective  November  1997.  (Note E) (2)  Includes  $108,000  ($0.01  per share)
cumulative tax benefit from adoption of SFAS No. 109 in 1993.
</TABLE>

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

Results of Operations - 1997 Compared With 1996

Net sales for 1997 increased to $131.5  million,  an increase of $3.1 million or
2% compared with the prior year.  The growth in sales  resulted  primarily  from
record sales of the  Company's  cryogenic  vacuum  products  and  services  used
principally by semiconductor  manufacturers  worldwide.  Sales showed sequential
quarterly  improvement  during the first  three  quarters  of 1997 as the global
market for semiconductor capital equipment strengthened.  Sales decreased in the
fourth quarter due to uncertainty in the Asian market.

Total gross profit as a percentage  of net sales was 47.4% in 1997 compared with
47.0% in 1996. The increase in gross profit was  principally due to efficiencies
derived from the Company's  flexible  manufacturing  strategies and ongoing cost
reduction initiatives.

Research and development expenses increased to $8.9 million or 6.8% of net sales
for fiscal 1997 as  compared to $7.7  million or 6.0% of net sales for the prior
fiscal  period.  This  increase  reflects  continued  funding by the  Company of
long-term  strategic  development  programs in response to the increasing demand
for new products and product enhancements from the semiconductor industry.


                                      - 5 -


<PAGE>


                                     PART II

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

Selling, general and administrative expenses increased to $24.2 million or 18.4%
of net sales for fiscal 1997 as compared to $20.9  million or 16.3% of net sales
for the prior  fiscal  year.  This  increase is  primarily  due to  increases in
salaries   and   variable   compensation  expense, and   to  increased sales and
marketing efforts worldwide.

Interest  income for 1997 was $1.5 million  compared with $1.3 million for 1996,
reflecting higher cash and cash equivalent balances during the year.

Royalty and equity income from the Company's joint venture in Japan improved $.3
million over 1996.

The Company's  provision for income taxes was $11.2 million and $12.5 million in
1997 and 1996,  respectively.  The difference  between the statutory federal tax
rate and the Company's effective tax rate of 34.4% and 36.25% for 1997 and 1996,
respectively,  is principally  due to state and foreign income taxes.  The lower
tax rate for 1997 is  primarily  due to  increased  tax credits for research and
development expenditures.

Liquidity and Capital Resources

Net cash provided by operating activities was $23.5 million in 1997. The Company
invested $4.5 million,  primarily in machinery and equipment  during 1997. As of
December  31,  1997,   there  are  no   anticipated   material   future  capital
expenditures.  Cash  dividends paid to  stockholders  increased to $14.5 million
from $12.8 million for 1996.

At December 31, 1997, the Company had informal bank money market lines of credit
of $12 million. There have been no borrowings under these agreements since 1993.
Since the  agreements  are informal  and unused,  terms would be  negotiated  as
necessary.  The Company does not anticipate  utilizing  these lines of credit in
the near term.

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  anticipated cash flow from operations and funds available
under existing credit lines will be adequate to fund operations through 1998 and
that  it  has   opportunities  to  consider  further  financing  options  should
additional funds be required.

Results of Operations - 1996 Compared With 1995

Net sales for 1996 increased to $128.4  million,  an increase of $4.7 million or
4% compared with prior year sales.  The growth in sales resulted  primarily from
record sales of the  Company's  cryogenic  vacuum  products  and  services  used
principally by semiconductor  manufacturers worldwide.  Sales in the second half
of 1996 were sharply lower than in the first half as a result of the slowdown in
the global market for semiconductors and the equipment required to produce these
devices.

                                      - 6 -

<PAGE>


                                     PART II

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

Total  gross profit as a  percentage of net sales improved 1.8 percentage points
during 1996 compared with 1995.  The increase in gross  margin  was  principally
due to efficiencies derived from the Company's manufacturing competencies.  As a
result of the Company's flexible manufacturing strategy,  gross margins remained
strong at the low revenue levels of the second half of 1996.

The  Company's  investment  in research and  development  increased  69% in 1996
compared with 1995.  Incorporation of our On-Board technology in a full range of
vacuum  components  will allow us to offer a broader  range of  products  to our
current  market.  The Company has been  developing  unique vacuum  solutions for
customers  who are moving to larger  wafer  sizes and finer  geometries  in next
generation  semiconductors.  The Company  continues to fund long-term  strategic
development programs despite short-term market conditions.

The  increase in Selling,  general and  administrative  expenses  was  primarily
attributable   to  increases  in  selling  costs  and  was  somewhat  offset  by
performance-based management compensation expense.

Interest  income for 1996 was $1.3 million  compared  with $.6 million for 1995,
reflecting  significantly  higher cash and cash  equivalent  balances during the
year.

Royalty and equity  income from the Company's  joint  venture in Japan  improved
$88,000 over 1995.

The Company's  provision for income taxes was $12.5 million and $12.7 million in
1996 and 1995,  respectively.  The difference  between the statutory federal tax
rate and the  Company's  effective  tax rate of 36.25% and 37.75%,  for 1996 and
1995,  respectively,  is principally due to state and foreign income taxes.  The
change  in the  Company's  effective  tax rate  between  1996 and 1995 is due to
increased tax credits for research and development  combined with higher foreign
tax credits.

Year 2000
   
The Company has established a project team to work with our major customers  and
suppliers   regarding   their  abilities   to  meet  the Year 2000 requirements.
Specifically, we have sent questionnaires to our suppliers regarding  their Year
2000 programs, and we have received  similar  correspondence from our customers.
These  programs  are in  process, and  to  date  the  Company is unaware  of any
possible negative impact  by  these third parties in their abilities to be ready
for the Year 2000.
      
Certain  of the  Company's  internal  computer  systems  are not Year 2000 ready
(i.e.,  such  systems  use only two  digits to  represent  the year in date data
fields and,  consequently,  may not accurately  distinguish between the 20th and
21st  centuries or may not function  properly at the turn of the  century).  The
Company  has been taking  actions  intended to either  correct  such  systems or
replace  them with Year 2000 ready  systems.  The Company  expects to  implement
successfully the systems and programming  changes necessary to address Year 2000
issues and does not believe  that the cost of such  actions will have a material
effect  on  the   Company's   results  of  operations  or  financial  condition.








                                      - 7 -


<PAGE>


                                     PART II

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

New Accounting Pronouncements

In  June  1997,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting Standards No. 130, "Reporting  Comprehensive Income" (SFAS 130). SFAS
130 establishes  standards for the reporting and display of comprehensive income
and its  components  in a full  set of  general  purpose  financial  statements.
Comprehensive income is defined as the change in equity of a business enterprise
during a period  from  transactions  and other  events  and  circumstances  from
nonowner  sources.  The impact of adopting SFAS 130,  which is effective for the
Company in 1998, has not been determined.

In  June  1997,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standards No. 131,  "Disclosure  about Segments of an Enterprise and
Related  Information"  (SFAS 131). SFAS 131 requires public  companies to report
segment  information on the basis used internally to measure segment performance
in complete  financial  statements and in condensed interim financials issued to
stockholders. This segment information includes their products and services, the
geographic areas in which they operate and their major customers.  The impact of
adopting  SFAS 131,  which is  effective  for the Company in 1998,  has not been
determined.

Business Risks and Uncertainties

The Company  operates  in a changing  and  cyclical  business  environment  that
involves a number of risks, some of which are beyond the Company's control.  The
Company's future results will depend on its continued  ability to manage through
the  cyclical  nature  of the  semiconductor  capital  equipment  industry,  the
Company's  ability to introduce new products to meet its customers'  demands for
higher  productivity and  reliability,  and the dependence of the Company on key
customers and key suppliers.

Forward-Looking Statements

This Annual Report,  other SEC filings,  and  pronouncements  and press releases
made from time to time by the Company through its senior  management may include
a  number  of  forward-looking  statements,   including,  but  not  limited  to,
statements with respect to the Company's future financial performance, operating
results,  plans and  objectives.  Such  statements are made pursuant to the Safe
Harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Actual results may differ  materially from those  anticipated by such statements
depending upon a variety of factors, some of which are itemized in the "Business
Risks and Uncertainties" section above. The Company undertakes no responsibility
to update any  forward-looking  statements that may be made to reflect events or
circumstances  occurring  after the dates the statements were made or to reflect
the occurrence of unanticipated events.







                                      - 8 -


<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..........................................17

Consolidated Financial Statements of Helix Technology Corporation

       Consolidated Balance Sheets as of December 31, 1997 and 1996........18

       Consolidated Statements of Operations for the Years Ended
           December 31, 1997, 1996 and 1995................................19

       Consolidated Statements of Stockholders' Equity
           for the Years Ended December 31, 1997, 1996 and 1995............20

       Consolidated Statements of Cash Flows for the Years
           Ended December 31, 1997, 1996 and 1995..........................21

       Notes to Consolidated Financial Statements.......................22-32

Report of Independent Accountants..........................................33

Quarterly Results (Unaudited)..............................................34

Financial Statement Schedules for the Years Ended December 31, 1997,
1996 and 1995

        II.     Valuation and Qualifying Accounts..........................35

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 twenty-four-month period ended December 31, 1997.






                                      - 9 -


<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  Anastasi is 51 and has served the Company as Senior Vice  President
since July 1997 and Vice President since June 1991.

Mr. Michael  El-Hillow is 46 and has served the Company as Senior Vice President
and  Chief  Financial  Officer  since  July  1997 and 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 42 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.

     Mr.  Richard  Paynting  is 50 and has  served the  Company  as Senior  Vice
President  since July 1997 and Vice President since August 1996. He was Director
of New Products at Bose Corporation from May 1991 until August 1996.

Additional information required by this item is incorporated herein by reference
to the registrant's  proxy statement for its 1998 Annual Meeting of Stockholders
which will be filed with the SEC in March 1998, 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 1998 Annual Meeting of Stockholders  which
will be filed with the SEC in March 1998, 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 1998 Annual Meeting of Stockholders  which
will be filed with the SEC in March 1998, pursuant to Regulation 14A.

Item 13.  Certain Relationships and Related Transactions

There were no related party transactions.




                                     - 10 -


<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   9
                  and required schedules are indexed
                  under Item 8.

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

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

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

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





                                     - 11 -


<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

       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, 1984,  Exhibit 10-(14)
                    between WRC Properties, Inc., as      to the Company's
                    Lessor, and the Company as Lessee.    Form 10-K for
                                                          the Year Ended
                                                          December 31, 1984.

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

                    Compensation Plans, Contracts and
                    Arrangements:

              (4)   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.

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






                                     - 12 -


<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

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

              (7)   Employment agreement dated            Exhibit 9-(14) to the
                    December 13, 1989, as amended         Company's Form 10-K
                    and restated on February 13, 1992,    for the Year Ended
                    and re-executed on May 28, 1992,      December 31, 1992.
                    between the Company and
                    Robert J. Lepofsky.

              (8)   The Company's Section 125 Plan.       Exhibit 18 to Form 8,
                                                          Amendment No. 1 to
                                                          1985 Annual Report
                                                          on Form 10-K.

              (9)   The Company's Amended and             Exhibit 10-(11) to the
                    Restated Employee Savings Plan        Company's Form
                    dated December 15, 1994.              10-K for the Year
                                                          Ended December 31,
                                                          1994.



             (10)   The Company's Amended and Restated    Exhibit 10-(12) to the
                    Employees' Pension Plan dated         Company's Form
                    December 15, 1994.                    10-K for the Year
                                                          Ended December 31,
                                                          1994.




             (11)   The Company's Amended and Restated    Exhibit 10-(13) to the
                    Employee Personal Account Plan        Company's Form
                    dated December 15, 1994.              10-K for the Year
                                                          Ended December 31,
                                                          1994.            

                                     - 13 -


<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

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

             (13)   Employment Agreement dated 
                    July 18, 1997 between the Company
                    and Robert E. Anastasi.               

             (14)   Employment Agreement dated 
                    July 18, 1997 between the Company
                    and Michael El-Hillow.                

             (15)   Employment Agreement dated
                    August 18, 1997 between the Company
                    and Christopher Moody.                

             (16)   Employment Agreement dated
                    July 18, 1997 between the Company
                    and Richard J. Paynting.              

       11.    Schedule of Computation of Income per 
              Share                                       

       21.    Subsidiaries of the Registrant             

       23.    Consent of Independent Accountants          

       27.    Financial Data Schedule
              (EDGAR version only)

(b)    The Company did not file any reports on Form 8-K during the quarter ended
       December 31, 1997.

(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)  Schedules  I, III, and IV are not filed
       because  they are  either not  applicable  or the items do not exceed the
       various disclosure levels.





                                     - 14 -


<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 7th day of May, 1998.


                                               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 7th day of May, 1998, 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 Officer


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


(iii)    Principal Accounting Officer


         /s/ Thomas D. Gilday
         ----------------------------
             Thomas D. Gilday              Corporate Controller and
                                           Chief Accounting Officer


                                     - 15 -


<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 J. Lepofsky      Director
                  -------------------------
                      Robert J. Lepofsky



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



                  /s/ Wickham Skinner         Director
                  -------------------------
                      Wickham Skinner



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








                                     - 16 -


<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS




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


         We have audited the accompanying  consolidated  balance sheets of Helix
Technology  Corporation  as of  December  31,  1997 and  1996,  and the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1997.  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 in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit 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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the consolidated  financial position of Helix
Technology  Corporation as of December 31, 1997 and 1996,  and the  consolidated
results of its  operations and its cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.




                                        /s/ Coopers & Lybrand L.L.P.
                                        ----------------------------
                                            Coopers & Lybrand L.L.P.


Boston, Massachusetts
February 6, 1998











                                     - 17 -


<PAGE>

<TABLE>

                                                  HELIX TECHNOLOGY CORPORATION
                                                   CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                                              December 31,
(in thousands except share data)                                      Notes              1997            1996
--------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>             <C>
ASSETS
Current:   
   Cash and cash equivalents (including repurchase
     agreements of $24,500 in 1997 and $18,500
     in 1996)                                                          A               $ 33,360        $ 29,378
   Receivables - net of allowances of $150 in
     1997 and $148 in 1996                                                               15,371          11,525
   Inventories                                                         A                 11,287          12,370
   Deferred income taxes                                               A&D                4,215           3,414
   Other current assets                                                                   1,096             842
Total Current Assets                                                                     65,329          57,529

Property, plant and equipment at cost                                  A                 27,094          24,219
Less:  accumulated depreciation                                                         (17,370)        (15,837)
Net property, plant and equipment                                                         9,724           8,382
Other assets                                                           A&F                6,613           5,848
TOTAL ASSETS                                                                           $ 81,666        $ 71,759

LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
   Accounts payable                                                                    $  4,695        $  4,780
   Payroll and compensation                                            E                  3,691           3,438
   Retirement costs                                                    H                  2,960           2,212
   Income taxes                                                        A&D                2,931           1,049
   Other accrued liabilities                                                                343             442
Total Current Liabilities                                                                14,620          11,921

Commitments                                                            C                      -               -
Stockholders' Equity:
Preferred stock, $1 par value; authorized
   2,000,000 shares; issued and outstanding: none                                             -               -
Common stock, $1 par value; authorized 30,000,000
   shares; issued and outstanding:  19,830,206 in 1997
   and 19,725,180 in 1996                                              E                 19,830          19,725
Capital in excess of par value                                                            1,897             811
Currency translation adjustment                                        A&F                   71             833
Retained earnings                                                      E                 45,248          38,469
Total Stockholders' Equity                                                               67,046          59,838
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 81,666        $ 71,759

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

                                                       - 18 -


<PAGE>

<TABLE>
                                               HELIX TECHNOLOGY CORPORATION
                                           CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                                                   For the years ended December 31,
(in thousands except per share data)                          Notes             1997             1996            1995
------------------------------------------------------------------------------------------------------- ----------------
<S>                                                             <C>           <C>               <C>            <C>
Net sales                                                                     $131,519          $128,383       $123,667

Costs and expenses:
Cost of sales                                                                   69,210            68,081         67,740
Research and development                                        A                8,899             7,668          4,534
Selling, general and administrative                             E               24,189            20,922         19,588
                                                                               102,298            96,671         91,862
Operating income                                                                29,221            31,712         31,805

Joint venture income                                            F                1,744             1,480          1,392
Interest income                                                                  1,527             1,282            621
Other                                                                                -               (32)          (104)
Income before taxes                                                             32,492            34,442         33,714
Income taxes                                                    A&D            (11,177)          (12,485)       (12,729)
Net income                                                                    $ 21,315          $ 21,957       $ 20,985
Net income per share:
   Basic                                                        A&E           $   1.08          $   1.12       $   1.08
   Diluted                                                      A&E           $   1.07          $   1.10       $   1.05
Number of shares used in per share calculations:
   Basic                                                        A&E             19,768            19,670         19,478
   Diluted                                                      A&E             19,970            19,978         20,010

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


















                                                          - 19 -


<PAGE>

<TABLE>

                                               HELIX TECHNOLOGY CORPORATION
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<CAPTION>
                                                               Capital
                                                 Par          in Excess      Translation       Retained
(in thousands except per share data)            Value           of Par       Adjustment        Earnings          Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>              <C>            <C>             <C>
Balance, December 31, 1994
   as previously reported                       $ 9,668          $ 2,157          $1,043         $ 21,477        $ 34,345
Two-for-one stock split (Note E)                  9,668           (2,157)              -           (7,511)              -
As restated                                      19,336                -           1,043           13,966          34,345

Shares issued for stock options                     370            2,523               -                -           2,893
Income tax benefit from exercise of
   stock options                                      -            1,273               -                -           1,273
Shares tendered for exercise of
   stock options                                   (152)          (2,403)              -                -          (2,555)
Currency translation adjustment                       -                -             264                -             264
Net income                                            -                -               -           20,985          20,985
Cash dividends ($.29 per share)                       -                -               -           (5,652)         (5,652)
Balance, December 31, 1995                       19,554            1,393           1,307           29,299          51,553

Shares issued for stock options                     419            1,417               -                -           1,836
Income tax benefit from exercise of
   stock options                                      -            1,739               -                -           1,739
Shares tendered for exercise of
   stock options                                   (168)          (2,843)              -                -          (3,011)
Retirement of treasury stock                        (80)            (895)              -                -            (975)
Currency translation adjustment                       -                -            (474)               -            (474)
Net income                                            -                -               -           21,957          21,957
Cash dividends ($.65 per share)                       -                -               -          (12,787)        (12,787)
Balance, December 31, 1996                       19,725              811             833           38,469          59,838

Shares issued for stock options                     157            1,625               -                -           1,782
Income tax benefit from exercise of
   stock options                                      -              448               -                -             448
Shares tendered for exercise of
   stock options                                    (52)            (987)              -                -          (1,039)
Currency translation adjustment                       -                -            (762)               -            (762)
Net income                                            -                -               -           21,315          21,315
Cash dividends ($.735 per share)                      -                -               -          (14,536)        (14,536)
Balance, December 31, 1997                      $19,830          $ 1,897          $   71         $ 45,248        $ 67,046


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

</TABLE>

                                                          - 20 -


<PAGE>

<TABLE>

                                               HELIX TECHNOLOGY CORPORATION
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                    For the years ended December 31,
(in thousands)                                                                  1997             1996              1995
---------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                          <C>               <C>              <C>     
   Net income                                                                $ 21,315          $ 21,957         $ 20,985
   Adjustments to reconcile net income to net
     cash provided (used) by operating activities:
       Depreciation and amortization                                            3,176             3,235            2,562
       Decrease in noncurrent deferred income taxes                                 -              (388)            (174)
       Undistributed earnings of joint venture, other                          (1,527)             (962)            (418)
       Increase in accrual for performance-based
         executive compensation                                                 1,300               750            1,938
       Net change in other operating assets and liabilities   (1)                (732)            2,092             (665)
   Net cash provided by operating activities                                   23,532            26,684           24,228
Cash flows from investing activities:
   Capital expenditures                                                        (4,518)           (3,291)          (3,051)
   Net cash used by investing activities                                       (4,518)           (3,291)          (3,051)
Cash flows from financing activities:
   Decrease in capital lease obligations                                            -                 -              (36)
   Shares tendered for exercise of stock options                               (1,039)           (3,011)          (2,555)
   Net cash provided by employee stock plans                                      543             1,061              713
   Purchase of treasury stock                                                       -              (975)               -
   Cash dividends paid                                                        (14,536)          (12,787)          (5,652)
   Net cash used by financing activities                                      (15,032)          (15,712)          (7,530)
Increase in cash and cash equivalents                                           3,982             7,681           13,647
Cash and cash equivalents, January 1                                           29,378            21,697            8,050
Cash and cash equivalents, December 31                                       $ 33,360          $ 29,378         $ 21,697
(1) Change in other operating assets and liabilities:
         (Increase)/decrease in accounts receivable                          $ (3,846)         $  6,449         $ (5,755)
         (Increase)/decrease in inventories                                     1,083              (248)          (2,566)
         (Increase)/decrease in other current assets                           (1,055)             (661)            (549)
         Increase/(decrease) in accounts payable                                  (85)           (1,778)           1,662
         Increase/(decrease) in other accrued expenses                          3,171            (1,670)           6,543
       Net change in other operating assets and liabilities                  $   (732)         $  2,092         $   (665)
 
Income taxes paid                                                            $  9,992          $ 15,288         $  8,217


Supplemental disclosure of non-cash activity:

In 1997 and 1996,  $1,240,000  and $775,000,  respectively,  was reclassed  from
accrued  executive  compensation  to equity in connection with issuance of stock
options.

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

                                                          - 21 -


<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.

       Foreign Currency Translation

       Assets and  liabilities  of  operations  outside of 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  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

       Short-term  investments with original maturities or put features of three
       months  or  less  from  the  date  of  purchase  are  classified  as cash
       equivalents. Cash and cash equivalents include demand deposits, overnight
       repurchase  agreements  fully  collateralized  by U.S.  Government-backed
       securities, and U.S. Government-backed variable rate demand notes.

       Financial Instruments

       Financial instruments that potentially subject the Company to significant
       concentrations  of  credit  risk  consist  principally  of cash  and cash
       equivalents and trade accounts receivable.  The Company generally invests
       its  cash  investments  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.

                                     - 22 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.     Summary of Significant Accounting Policies  (continued)

       Inventories
                                                     December 31,
       (in thousands)                             1997          1996
       -------------------------------------------------------------------------

       Finished goods                           $ 3,846       $ 3,854
       Work in process                            6,460         7,655
       Materials and parts                          981           861
       Net inventories                          $11,287       $12,370

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

       Property, Plant and Equipment
                                                      December 31,
       (in thousands)                              1997          1996
       -------------------------------------------------------------------------
       Machinery and equipment                  $23,985       $21,488
       Leasehold improvements                     3,109         2,731
       Total                                    $27,094       $24,219

       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 10 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.

                                     - 23 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.     Summary of Significant Accounting Policies  (continued)

       Net Income Per Share

       The Company  has adopted  Financial  Accounting  Standards  No. 128 which
       specifies the computation,  presentation and disclosure of net income per
       share. Basic net income per common share is based on the weighted average
       number of common shares  outstanding  during the year. Diluted net income
       per common share  reflects  the  potential  dilution  that could occur if
       outstanding stock options were exercised. All prior period net income per
       share figures have been restated.

       New Accounting Pronouncements

       In June 1997, the Financial  Accounting  Standards Board issued Financial
       Accounting  Standards  No. 130,  "Reporting  Comprehensive  Income" (SFAS
       130).  SFAS 130  establishes  standards  for the reporting and display of
       comprehensive  income and its components in a full set of general purpose
       financial  statements.  Comprehensive  income is defined as the change in
       equity of a business  enterprise  during a period from  transactions  and
       other  events and  circumstances  from  nonowner  sources.  The impact of
       adopting SFAS 130,  which is effective  for the Company in 1998,  has not
       been determined.

       In June 1997, the Financial  Accounting  Standards Board issued Financial
       Accounting Standards No. 131, "Disclosure about Segments of an Enterprise
       and Related  Information"  (SFAS 131). SFAS 131 requires public companies
       to report  segment  information  on the basis used  internally to measure
       segment  performance  in complete  financial  statements and in condensed
       interim  financials  issued to  stockholders.  This  segment  information
       includes their products and services,  the geographic areas in which they
       operate and their major customers. The impact of adopting SFAS 131, which
       is effective for the Company in 1998, has not been determined.

B.     Bank Credit Arrangements

       The  Company's  informal  bank money market  lines of credit  amounted to
       $12,000,000 on December 31, 1997 and 1996.

C.     Lease Obligations and Commitments

       The Company leases its facilities and certain  equipment  under long-term
       operating leases. The Company has a noncancelable operating lease for its
       corporate  headquarters  and  manufacturing  operations,   which  expires
       December 31,  2006.  The lease  includes  scheduled  base rent  increases
       through  the term of the  lease and  renewal  options  for up to  fifteen
       additional years.






                                     - 24 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

C.     Lease Obligations and Commitments  (continued)

       Future minimum lease payments under the  noncancelable  operating  leases
       are:

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

       1998                                                  $ 3,035
       1999                                                    2,774
       2000                                                    2,202
       2001                                                    1,935
       2002                                                    2,116
       Later Years                                             8,228
       Total                                                 $20,290

       Total rental  expense  under  operating  leases was  $3,108,100  in 1997,
       $3,018,138 in 1996, and $3,028,445 in 1995.

       The Company enters into short-term  foreign  currency  forward  contracts
       with its  primary  bank to  minimize  the effect of foreign  currency  on
       certain   intercompany   transactions  with  its  wholly  owned  European
       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, 1997 and 1996, were $2,224,442
       and $477,000, respectively.

D.     Income Taxes

       The provisions for income taxes are as follows:

       (in thousands)                    1997           1996            1995
       -------------------------------------------------------------------------
       Current tax expense:         
       Federal                         $10,096        $10,593         $ 9,816
       State                             1,632          2,369           2,443
       Foreign                             250            285           1,223
       Total current                    11,978         13,247          13,482
       Deferred tax expense:
       Federal                            (656)          (624)           (710)
       State                              (145)          (138)            (43)
       Total deferred                     (801)          (762)           (753)
       Total provision for taxes       $11,177        $12,485         $12,729







                                     - 25 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

D.     Income Taxes  (continued)

       Significant components of deferred income taxes are as follows:
                                                   December 31,
       (in thousands)                       1997               1996
       -------------------------------------------------------------------------
       Gross deferred assets:
       Inventory valuation                 $ 1,312           $ 1,181
       Compensation and benefit plans        2,483             1,994
       Leases                                  262               300
       Other                                   211               159
       Total gross deferred assets         $ 4,268           $ 3,634
       Gross deferred liabilities:
       Depreciation                        $   (53)          $  (220)
       Total gross deferred liabilities    $   (53)          $  (220)
       Net deferred assets                 $ 4,215           $ 3,414

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

       Domestic  income  before  income  taxes  was  approximately  $31,780,000,
       $33,870,000 and $31,065,000 in 1997, 1996 and 1995, respectively. Foreign
       income before income taxes for the same years was approximately $712,000,
       $572,000 and $2,649,000, in 1997, 1996 and 1995, respectively.

       The following table reconciles  income tax based on the federal statutory
       rate to the income tax provision in the statements of operations:

       (in thousands)                 1997             1996              1995
       -------------------------------------------------------------------------
       Federal tax computed at
         statutory rate of 35%       $11,372          $12,055           $11,800
       State income taxes, net of
         federal tax benefit             966            1,450             1,545
       Foreign sales corporation
         tax benefit                    (907)            (923)             (704)
       Earnings not subject to U.S.
         income taxes                   (414)            (333)             (287)
       R&D tax credit                   (425)            (150)             (100)
       Other                             585              386               475
       Income tax provision          $11,177          $12,485           $12,729
       Effective tax rate              34.40%           36.25%            37.75%

E.     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


                                     - 26 -


<PAGE>



                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

E.     Capital Stock  (continued)

       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
       incentive and 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.

       Options  expire at various  dates  through the year 2007. At December 31,
       1997 and 1996,  respectively,  1,313,774 and  1,525,000  shares of common
       stock were  reserved  for stock  options.  At December 31, 1997 and 1996,
       respectively,   75,774  and  94,250   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. Based on 1997 performance, options for the
       purchase of 80,000 shares will become exercisable on March 1, 1998. Based
       on 1996,  1995 and 1994  performance,  options for the purchase of 80,000
       shares became  exercisable on March 1, 1997,  March 1, 1996, and March 1,
       1995, respectively.  In addition, based on cumulative performance for the
       five-year   period  ended  December  31,  1994,   240,000  shares  became
       exercisable  on  March  1,  1995.  In  connection  with  this  agreement,
       compensation  expense of $1,300,000,  $750,000 and $1,938,000 was charged
       to "Selling, general and administrative expenses" in 1997, 1996 and 1995,
       respectively.

       The following table summarizes  option activity for the years ended 1997,
       1996 and 1995:

                                      Number of              Weighted Average
       Options Outstanding          Common Shares             Exercise Price
       -------------------------------------------------------------------------
       December 31, 1994             1,231,100                  $   2.25

       Options granted                  35,000                  $  10.76
       Options exercised              (370,700)                 $   1.92
       December 31, 1995               895,400                  $   2.71

       Options granted                 140,000                  $  16.40
       Options exercised              (420,400)                 $   2.52
       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



                                     - 27 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

E.     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 12/31/97       Contractual Life       Exercise Price        at 12/31/97      Exercise Price
     ---------------------------------------------------------------------------------------------------------------------
     <S>                        <C>              <C>                    <C>                   <C>             <C>
     $   1.69 - $   1.69        240,000          2.28 years             $   1.69                   -                    -
     $   2.86 - $  18.37        174,774          7.50 years             $  12.53              65,774          $      5.45
     $  18.44 - $  27.03         82,000          6.41 years             $  22.56              10,000          $     18.44
</TABLE>

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

       (in thousands except per share data)     1997       1996           1995
       -------------------------------------------------------------------------

       As Reported
       Net income                            $ 21,315    $ 21,957      $ 20,985
       Basic net income per share            $   1.08    $   1.12      $   1.08
       Diluted net income per share          $   1.07    $   1.10      $   1.05

       Proforma
       Net income                            $ 21,142    $ 21,846      $ 20,967
       Basic net income per share            $   1.07    $   1.11      $   1.08
       Diluted net income per share          $   1.06    $   1.09      $   1.05

       The weighted  average fair value of options granted during 1997, 1996 and
       1995 was  $8.06,  $6.16 and $4.45,  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 used
       for grants:

                                                 1997       1996         1995
       -------------------------------------------------------------------------

       Dividend yield                             4.2%       4.2%         4.2%
       Expected stock price volatility             50%        50%          50%
       Risk-free interest rate                   6.34%      6.08%        7.29%
       Expected holding period (years)            6.4        6.3          8.0




                                     - 28 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F.     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 years ended September 30, are as follows:

       (in thousands)                            1997     1996       1995
       -------------------------------------------------------------------------

       Net sales                               $27,638   $25,751    $27,845
       Gross profit                            $ 8,488   $ 7,415    $ 7,894
       Net income                              $ 2,364   $ 1,901    $ 1,642
       Fee income, including royalty income
         and equity income                     $ 1,744   $ 1,480    $ 1,392

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

       (in thousands)                                1997         1996
       -------------------------------------------------------------------------

       Current assets                               $20,724     $18,399
       Noncurrent assets                              3,399       3,565
       Total assets                                 $24,123     $21,964
       Current liabilities                          $ 9,710     $ 8,654
       Long-term liabilities                            915         902
       Stockholders' equity                          13,498      12,408
       Total liabilities and stockholders' equity   $24,123     $21,964

       The  Company's  net  investment  in the joint  venture  of  approximately
       $6,552,000 and $5,792,000 at December 31, 1997 and 1996, respectively, is
       included in "Other  assets." The Company's net investment at December 31,
       1997 and 1996, reflects a cumulative  translation  adjustment of $366,000
       and $766,000, respectively (net of income taxes of $197,000 and $412,000,
       respectively).  This currency translation adjustment, which is also shown
       as  a   separate  component  of  stockholders'  equity,   resulted   from
       translating the balance sheet of the joint venture into U.S. dollars.

G.     Segment Information

       Line of Business and Foreign Operations

       The  Company   operates  in  one  line  of  business;   the  development,
       manufacture, sale and support of cryogenic and vacuum equipment.






                                     - 29 -


<PAGE>




                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

G.     Segment Information  (continued)

       The  consolidated  financial  statements  include the  accounts of wholly
       owned European  subsidiaries which operate customer support facilities to
       sell and service products manufactured in the United States. A summary of
       United States and European operations follows:

                                                      Corporate
                                                       Expenses
                               United                 and Assets/
       (in thousands)          States      Europe    Eliminations   Consolidated
       -------------------------------------------------------------------------

       1997
       Revenues               $126,891     $13,993     $(9,365)      $131,519
       Operating income         33,634         751      (5,164)        29,221
       Identifiable assets      42,710       7,457      31,499         81,666



       1996
       Revenues               $123,893     $13,093     $(8,603)      $128,383
       Operating income         35,249         561      (4,098)        31,712
       Identifiable assets      37,018       7,183      27,558         71,759


       1995
       Revenues               $117,407     $14,400     $(8,140)      $123,667
       Operating income         34,362       2,806      (5,363)        31,805
       Identifiable assets      39,588       9,209      20,277         69,074

       Corporate expenses consist of certain general and administrative expenses
       not allocable to operations.  Corporate assets consist  primarily of cash
       and cash  equivalents.  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 $10,643,000 in 1997, $9,684,000 in 1996 and $8,330,000 in 1995.

       The Company's largest customer  represented 29%, 28% and 30% of sales for
       1997, 1996 and 1995, respectively.







                                     - 30 -

<PAGE>



                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

H.     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.  In 1994,  the  Company
       discontinued future  contributions to the Company's defined  contribution
       plan.

       The Company's  funding  policy is to contribute not less than the minimum
       required amount in accordance  with the Internal  Revenue Code and ERISA.
       The following  table sets forth the funded status of the defined  benefit
       pension plan at December 31, 1997 and 1996, in  accordance  with SFAS No.
       87.

       (in thousands)                                  1997            1996
       -------------------------------------------------------------------------

       Accumulated benefit obligation, including
         nonvested benefit obligations of $150
         and $85 in 1997 and 1996, respectively       $(2,836)        $(3,346)

       Projected benefit obligation                    (6,369)         (5,964)
       Plan assets at fair value                        8,190           7,553
       Plan assets in excess of projected benefit
         obligations                                    1,821           1,589
       Unrecognized net transition asset                 (223)           (262)
       Unrecognized prior service cost                     52              60
       Unrecognized net gain                           (4,135)         (3,196)
       Accrued pension cost recognized on the
         consolidated balance sheets                  $(2,485)        $(1,809)
 
       The Company's net pension cost included the following components:

       (in thousands)                               1997        1996      1995
       -------------------------------------------------------------------------
       Service cost                               $   894     $   840   $   664
       Interest cost                                  482         443       470
       Actual return on plan assets                (1,941)     (1,024)   (1,396)
       Net amortization and deferral                1,241         450       882
       Net pension cost of defined benefit plan   $   676     $   709   $   620












                                     - 31 -

<PAGE>



                          HELIX TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

H.     Employee Benefit Plans  (continued)

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

                                                1997        1996       1995
       -------------------------------------------------------------------------

       Discount rate for obligations             7.0%       7.5%       7.0%
       Rate of compensation increase             5.0%       5.5%       5.0%
       Long-term rate of return on assets        9.0%       9.0%       9.0%

       Defined  benefit  plan  assets  include   marketable  equity  securities,
       corporate and government debt securities and cash.

       The Company has an Employee Savings Plan, qualified under Section 401(k),
       that is designed to  supplement  income to be received from the Company's
       retirement   program.   The  Company  contributes  a  percentage  of  the
       participants'  contributions up to a defined maximum amount. The matching
       contributions expense, net of forfeitures, was $457,000 in 1997, $421,000
       in 1996 and $383,000 in 1995.

       In 1992, the Company adopted 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  $69,000 in 1997,  $140,000  in 1996 and
       $130,000 in 1995 in connection with this Plan.























                                     - 32 -


<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 17 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 9 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/ Coopers & Lybrand L.L.P.
                                                --------------------------------
                                                    Coopers & Lybrand L.L.P.




Boston, Massachusetts
February 6, 1998



















                                     - 33 -


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                                QUARTERLY RESULTS
                                   (UNAUDITED)


                                       First    Second       Third      Fourth
(in thousands except per share data)  Quarter   Quarter     Quarter     Quarter
--------------------------------------------------------------------------------
1997
Net sales                             $29,022   $32,931     $35,622     $33,944
Gross profit                           13,463    15,430      16,752      16,664
Operating income                        5,843     7,049       8,259       8,070
Net income                              4,158     5,121       6,032       6,004
Basic net income per share (1)        $   .21   $   .26     $   .31     $   .30
Diluted net income per share (1)      $   .21   $   .26     $   .30     $   .30

1996
Net sales                             $40,206   $39,351     $25,122     $23,704
Gross profit                           18,967    18,771      11,653      10,911
Operating income                       11,251    11,259       4,971       4,231
Net income                              7,390     7,525       3,875       3,167
Basic net income per share (1)        $   .38   $   .38     $   .20     $   .16
Diluted net income per share (1)      $   .37   $   .38     $   .19     $   .16


(1) All per share data  reflects a  two-for-one  common  stock  split  effective
November 1997. (Note E)



















                                     - 34 -


<PAGE>

<TABLE>
   
                                                    HELIX TECHNOLOGY CORPORATION

                                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                       For the Years Ended December 31, 1997, 1996 and 1995

                                                          (in thousands)

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                  Column A                    Column B                   Column C                      Column D         Column E
----------------------------------------------------------------------------------------------------------------------------------

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

<S>                                            <C>              <C>                   <C>                 <C>               <C>  
Year ended December 31, 1997
       Allowance for doubtful accounts         $148             $    7                $   -               $    5            $ 150
==================================================================================================================================
       Warranty                                $268             $1,575                $   -               $1,586            $ 257
==================================================================================================================================


Year ended December 31, 1996
       Allowance for doubtful accounts         $150             $    -                $   -               $    2            $ 148
==================================================================================================================================
       Warranty                                $270             $1,279                $   -               $1,281            $ 268
==================================================================================================================================



Year ended December 31, 1995
       Allowance for doubtful accounts         $157             $    -                $   -               $    7            $ 150
==================================================================================================================================
       Warranty                                $264             $  989                $   -               $  983            $ 270
==================================================================================================================================

    
</TABLE>


                                                                      - 35 -