Pursuant to Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on July 31, 1996, (File No. 333-09247) relating to the registration of an aggregate of 800,000 shares (after giving effect to the Registrant's 1997 two-for-one stock split) of the Registrant's Common Stock, $1.00 par value per share (the "Common Stock") authorized for issuance under the Registrant's 1996 Equity Incentive Plan (the "Plan") and its Registration Statement on Form S-8 filed with the Commission on April 18, 2003, (File No. 333-104624) relating to the registration of an aggregate of 1,000,000 shares of Common Stock authorized for issuance under the Plan are incorporated by reference in their entirety into this Registration Statement. This Registration Statement provides for the registration of an additional 108,000 shares of Common Stock to be issued under the Plan. Such shares were previously registered on the Registrant's Registration Statement on Form S-8 filed with the Commission on July 31, 1996, (File No. 333-09245) for issuance under the Registrant's 1996 Stock Option Plan for Non-Employee Directors (the "Director Plan"). Pursuant to an amendment to the Plan adopted by the Registrant's shareholders on April 28, 2004, no additional options will be granted under the Director Plan and non-employee directors became eligible to participate in the Plan. At the time of the amendment, 108,000 shares of Common Stock that previously had been registered for issuance under the Director Plan had not been issued and are hereby being registered for issuance under the Plan. The registration fee paid for such shares is being carried forward to this Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Mansfield, Commonwealth of Massachusetts, on this 17^th day of June, 2004.

We, the undersigned officers and directors of Helix Technology Corporation, hereby severally constitute and appoint Robert J. Lepofsky and Jay Zager, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 including any post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below: