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

FORM 10-Q

(Mark One)

[X]

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

For the quarterly period ended ~~October~~July 1, ~~2004~~2005, or

[ ]

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

For the transitional period from ____________ to ____________

Commission file number: 0-6866

HELIX TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	04-2423640
(State of Incorporation)	(I.R.S. Employer Identification No.)

Mansfield Corporate Center
Nine Hampshire Street
Mansfield, Massachusetts	02048-9171
(Address of principal executive offices)	(Zip Code)

(508) 337-5500

(Registrant's telephone number, including area code)

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

Yes [X] No [ ]

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

Yes [X] No [ ]

The number of shares outstanding of the registrant's Common Stock, $1 par value, as of July 1, 2005, was 26,131,979.

HELIX TECHNOLOGY CORPORATION

Form 10-Q

INDEX

			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements
		Consolidated Balance Sheets as of October 1, 2004, and
		Consolidated Balance Sheets as of July 1, 2005, and
		December 31, 2003	3
		December 31, 2004	3
		Consolidated Statements of Operations for the Three and Nine-Month
		Consolidated Income Statements for the Three and Six-Month
		Periods Ended October 1, 2004, and September 26, 2003	4
		Periods Ended July 1, 2005, and July 2, 2004	4
		Consolidated Statements of Cash Flows for the Nine-Month
		Consolidated Statements of Cash Flows for the Six-Month
		Periods Ended October 1, 2004, and September 26, 2003	5
		Periods Ended July 1, 2005, and July 2, 2004	5
		Notes to Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	1215
	Item 3.	Quantitative and Qualitative Disclosures ~~About~~about Market Risk	1821
	Item 4.	Controls and Procedures	1821
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	1922
	Item 6.	Exhibits	19
	Item 4.	Submission of Matters to a Vote of Security Holders	22
Signatures			20
	Item 6.	Exhibits	22
Exhibit Index			21
Signatures			23
Exhibit Index			24

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

HELIX TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)

	October 1,			December 31,
	July 1,				December 31,
(in thousands except share data)	~~2004~~2005			~~2003~~	2004
ASSETS
Current:
Cash and cash equivalents	$	1411,~~063~~980		$	~~24,448~~$	6,462
Investments		6217,~~406~~920			~~42,939~~	69,874
Receivables - net of allowances		2426,~~796~~188			~~21,033~~	24,100
Inventories		2023,~~728~~677			~~22,032~~	21,595
Other current assets		3,215			1,934
Deferred income taxes		7,797				7,717
Total Current Assets		125,208			112,386
Other current assets		2,348				4,327
Property, plant and equipment at cost		65,994			64,908
Total current assets		89,910				134,075
Less: accumulated depreciation		(47,087	)		(44,085	)
Property, plant and equipment at cost		71,963				68,003
Net property, plant and equipment		18,907			20,823
Less: accumulated depreciation		(51,035	)			(49,063	)
Other assets		13,870			12,781
Net property, plant and equipment		20,928				18,940
TOTAL ASSETS	$	157,985		$	145,990
Goodwill		29,620				--
LIABILITIES AND STOCKHOLDERS' EQUITY
Intangible assets, net		13,396				--
Current:
Other assets		15,319				16,549
Accounts payable	$	8,676		$	8,918
TOTAL ASSETS	$	169,173			$	169,564
Payroll and compensation		968			1,628
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued restructuring costs		185			689
Current:
Income taxes		4,642			4,383
Accounts payable	$	6,196			$	5,951
Other accrued liabilities		2,721			3,214
Payroll and compensation		1,197				1,690
Total Current Liabilities		17,192			18,832
Retirement costs		3,326				3,326
Retirement costs		8,653			8,352
Income taxes		4,002				4,288
Total Liabilities		25,845			27,184
Accrued warranty		1,213				414
Commitments and contingencies
Other accrued liabilities		3,869				2,248
Stockholders' Equity:
Total current liabilities		19,803				17,917
Preferred stock, $1 par value; authorized
Retirement costs		7,653				6,403
2,000,000 shares; issued and outstanding: none		--			--
Deferred income taxes		406				1,103
Common stock, $1 par value; authorized 60,000,000 shares;
Total liabilities		27,862				25,423
issued 26,119,829 in 2004 and 26,103,204 in 2003;
Commitments and contingencies (Note 7)
outstanding 26,112,979 in 2004 and 26,099,364 in 2003		26,120			26,103
Stockholders' equity:
Capital in excess of par value		76,642			76,405
Preferred stock, $1 par value; authorized
Treasury stock, $1 par value (6,850 shares in 2004 and
2,000,000 shares; issued and outstanding: none		--				--
3,840 shares in 2003)		(308	)		(232	)
Common stock, $1 par value; authorized 60,000,000 shares;
Retained earnings		29,110			16,500
issued and outstanding: 26,131,979 in 2005 and 26,114,229
Accumulated other comprehensive income		576			30
in 2004		26,132				26,114
Total Stockholders' Equity		132,140			118,806
Capital in excess of par value		76,611				76,413
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	157,985		$	145,990
Deferred compensation		(130	)			--
Retained earnings		37,904				37,745
Accumulated other comprehensive income		794				3,869
Total stockholders' equity		141,311				144,141
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	169,173			$	169,564

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

Page 3

HELIX TECHNOLOGY CORPORATION CONSOLIDATED INCOME STATEMENTS ~~OF OPERATIONS~~

(unaudited)

	Three Months Ended						~~Nine~~Six Months Ended
	October 1,			September 26,			October 1,		September 26,
	July 1,			July 2,			July 1,		July 2,
(in thousands except per share data)	~~2004~~2005			~~2003~~2004			~~2004~~2005		~~2003~~2004
Net sales	$	4041,~~353~~899		$	2544,~~973~~024		$	~~124~~80,~~753~~795	$	7484,~~151~~400
Costs and expenses:
Cost of sales		24,~~130~~529			1725,~~133~~966			7447,~~672~~829		4950,~~966~~542
Research and development		23,~~730~~058			2,~~333~~526			75,~~842~~965		75,~~563~~112
Selling, general and administrative		810,~~883~~345			78,~~577~~875			2620,~~084~~927		2217,~~942~~201
		35,743			27,043			108,598		80,471
Merger costs		498			--			498		--
Operating income (loss)		4,610			(1,070	)		16,155		(6,320	)
		38,430			37,367			75,219		72,855
Joint venture income		774			161			2,229		760
Operating income		3,469			6,657			5,576		11,545
Interest and other income		256			229			692		696
Joint venture income		437			860			911		1,455
Income (loss) before taxes		5,640			(680	)		19,076		(4,864	)
Interest income and other, net		66			221			187		436
Income tax (benefit) provision		(129	)		8,424			2,289		7,065
Income before taxes		3,972			7,738			6,674		13,436
Net income (loss)	$	5,769		$	(9,104	)		16,787	$	(11,929	)
Income tax provision		1,363			1,392			2,336		2,418
Net income (loss) per share:
Net income	$	2,609		$	6,346		$	4,338	$	11,018
Basic	$	0.22		$	(0.35	)	$	0.64	$	(0.46	)
Net income per share:
Diluted	$	0.22		$	(0.35	)	$	0.64	$	(0.46	)
Basic	$	0.10		$	0.24		$	0.17	$	0.42
Diluted	$	0.10		$	0.24		$	0.17	$	0.42
Number of shares used in per share
calculations:
Basic		26,~~112~~118			26,~~099~~111			26,~~109~~116		26,~~099~~107
Diluted		26,~~165~~153			26,~~099~~199			26,~~194~~161		26,~~099~~223

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

Page 4

HELIX TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended
	Six Months Ended
	October 1,			September 26,
	July 1,			July 2,
(in thousands)	~~2004~~2005			~~2003~~2004
Cash flows from operating activities:
Net income (loss)	$	16,787		$	(11,929	)
Net income	$	4,338		$	11,018
Adjustments to reconcile net income (loss) to net cash provided
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		3,~~971~~698			42,~~542~~687
Deferred income taxes		--(777	)		~~8,708~~--
Other		(502	)		754
Amortization of deferred compensation		43			--
Change in operating assets and liabilities:
Other		(865	)		(497	)
Receivables - net of allowances		(3,763	)		(3,409	)
Change in operating assets and liabilities, net of acquired
Inventories		1,304			2,155
assets and liabilities:
Income tax receivables		(892	)		10,246
Receivables		1,778			(5,925	)
Other current assets		(389	)		271
Inventories		(262	)		562
Accounts payable		(242	)		(1,320	)
Other current assets		2,014			(488	)
Accrued restructuring costs		(504	)		(3,051	)
Accounts payable		(65	)		1,152
Other accrued expenses		(~~593~~146	)		~~1,189~~(432	)
Net cash provided by operating activities		159,~~177~~756			8,~~156~~077
Cash flows from investing activities:
Capital expenditures		(21,~~076~~808	)		(21,~~074~~372	)
Purchase of investments		(3011,~~042~~225	)		(6536,~~972~~225	)
Sale of investments		10,555			48,275
Sale and maturities of investments		63,210			27,647
Net cash used in investing activities		(21,563	)		(19,771	)
Acquisition of Polycold, net of cash acquired		(50,268	)		--
Net cash used in investing activities		(91	)		(9,950	)
Cash flows from financing activities:
Net cash provided by employee stock plans		~~178~~32			--171
Cash dividends paid		(4,~~177~~179	)		(32,~~132~~088	)
Net cash used in financing activities		(34,~~999~~147	)		(31,~~132~~917	)
Decrease in cash and cash equivalents		(10,385	)		(14,747	)
Increase (decrease) in cash and cash equivalents		5,518			(3,790	)
Cash and cash equivalents, at the beginning of the period		24,448			26,752
Cash and cash equivalents, beginning of the period		6,462			12,334
Cash and cash equivalents, at the end of the period	$	14,063		$	12,005
Cash and cash equivalents, end of the period	$	11,980		$	8,544

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

Page 5

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - Basis of Presentation ~~and Stock Compensation~~

Company

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

General

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

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

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

Reclassifications

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

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

Page 6

HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(unaudited)~~

(unaudited)

Three Months Ended Nine Months Ended
October 1, September 26, October 1, September 26,
(in thousands except per share data) 2004 2003 2004 2003
Net income (loss), as reported $ 5,769 $ (9,104 ) $ 16,787 $ (11,929 )
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects 333 297 834 686
Pro forma net income (loss) $ 5,436 $ (9,401 ) $ 15,953 $ (12,615 )
Earnings per share:
Basic-as reported $ 0.22 $ (0.35 ) $ 0.64 $ (0.46 )
Basic-pro forma $ 0.21 $ (0.36 ) $ 0.61 $ (0.48 )
Diluted-as reported $ 0.22 $ (0.35 ) $ 0.64 $ (0.46 )
Diluted-pro forma $ 0.21 $ (0.36 ) $ 0.61 $ (0.48 )
Stock Based Compensation

Options for the purchase of the Company's stock have been granted to officers, directors and key employees under various nonqualified stock option agreements. The Company accounts for these grants under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Accordingly, compensation expense is recognized in the consolidated income statements only when options or restricted stock awards are granted at an exercise price that is less than the market price of the underlying stock on the date of the grant. For the periods presented, stock-based compensation cost related to options is not reflected in net income, as all options granted under the Plan had an exercise price equal to the market value of the underlying Common Stock on the date of grant.

In the second quarter of 2005, 14,000 shares of restricted stock were granted to directors. Based on the market value of the Company's Common Stock at the date of grant, this restricted stock grant was valued at approximately $173,000. The value of the restricted stock grant is being recognized as compensation expense ratably over the vesting period, which is one year.

Pro forma net income and net income per share information, as required by Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS No. 123"), have been determined as if the Company had accounted for all employee stock options and restricted stock awards granted under SFAS No. 123's fair value method. The pro forma effect of recognizing compensation expense in accordance with SFAS No. 123 is as follows:

Note 2 - Inventories



	Three Months Ended						Six Months Ended
	July 1,			July 2,			July 1,			July 2,
(in thousands except per share data)	2005			2004			2005			2004


Net income, as reported	$	2,609		$	6,346		$	4,338		$	11,018
Add: Stock compensation costs, net of tax,
on stock-based awards		28			--			28			--
Deduct: Total stock-based employee
compensation expense determined under the
fair value based method for all awards,
net of related tax effects		(152	)		(266	)		(268	)		(501	)


Pro forma net income	$	2,485		$	6,080		$	4,098		$	10,517




Earnings per share:
Basic-as reported	$	0.10		$	0.24		$	0.17		$	0.42



Basic-pro forma	$	0.10		$	0.23		$	0.16		$	0.40




Diluted-as reported	$	0.10		$	0.24		$	0.17		$	0.42



Diluted-pro forma	$	0.10		$	0.23		$	0.16		$	0.40

	October 1,		December 31,
(in thousands)	2004		2003
Finished goods	$	7,311	$	8,087
Work in process		8,900		8,849
Materials and parts		4,517		5,096
	$	20,728	$	22,032

Inventories are stated at the lower of cost or market on a first-in, first-out basis. Cost includes material, labor and applicable manufacturing and engineering overhead costs. The Company regularly reviews inventory quantities on hand and records a provision to write down excess and obsolete inventory to its estimated net realizable value, if it is less than cost. This estimate is based upon management's assumptions of future material usage and obsolescence, which are a result of future demand and market conditions. Note 3 - Accrued Restructuring Costs In the fourth quarter of 2002, the Company initiated a worldwide cost-reduction program in response to the continued duration and severity of the slowdown in the semiconductor capital equipment industry at the time. The cost-reduction program included severance and fringe benefits to terminate approximately 130 employees and included closure or consolidation of selected facilities worldwide. We recorded a $5,851,000 charge for these restructuring activities in the fourth quarter of 2002. The majority of the cash outlays were paid during 2003, with the remaining cash outlays related to the facility closures occurring during 2004.

Page 7

HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(unaudited)~~

(unaudited)

~~Note~~The 3fair -value ~~Accrued~~of ~~Restructuring~~each ~~Costs~~option ~~(continued) The~~granted ~~following~~during ~~table~~2005 ~~summarizes~~and 2004 is estimated on the ~~cash~~date ~~payments~~of ~~and~~grant using the ~~remaining~~Black-Scholes ~~accrual~~option-pricing asmodel ofwith ~~October~~the 1,following ~~2004~~assumptions:

			Facility
	2005		2004
(in thousands)			Closures
Dividend yield		2.3%		0.8%
Balance at December 31, 2003			$	689
Expected volatility		57.1%		61.1%
Cash payments in the first nine months of 2004				(504	)
Risk-free interest rate		3.9%		4.0%
Balance at October 1, 2004			$	185
Expected life (years)		6.3		6.3

~~Note~~Recent 4Accounting ~~- Income Taxes~~Pronouncements

In November 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 151, "Inventory Costs, An Amendment of ARB No. 43, Chapter 4." This Statement amends ARB No. 43, Chapter 4, to clarify that abnormal amounts of idle facility, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The provisions of SFAS No. 151 should be applied prospectively. The Company does not believe SFAS No. 151 will have a material impact on its financial position or results of operations.

In December 2004, the FASB issued SFAS No. 123 (revised 2004),"Share-Based Payment." SFAS No. 123 revised eliminates the alternative to use APB Opinion No. 25's intrinsic value method of accounting that was provided in SFAS No. 123 as originally issued. Under Opinion 25, issuing stock options to employees generally resulted in recognition of no compensation cost. SFAS No. 123 revised requires companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments (with limited exceptions). SFAS No. 123 revised is effective for public companies for all employee awards of share-based payment granted, modified, or settled in any interim or annual period beginning after June 15, 2005. Companies may choose from one of three methods when transitioning to the new standard, which may include restatement of prior annual and interim periods or no restatement of interim periods prior to the effective date. In April 2005, the SEC announced the adoption of a new rule that amends the compliance dates for SFAS No. 123 revised. The SEC's new rule allows companies to implement SFAS No. 123 revised at the beginning of the next fiscal year that begins after June 15, 2005. Accordingly, the Company will adopt SFAS No. 123 revised as of January 1, 2006 and is in the process of evaluating the impact of this standard on its financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." SFAS No. 154 is a replacement of APB No. 20 and FASB Statement No. 3. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application as the required method for reporting a change in accounting principle. SFAS No. 154 provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed by SFAS No. 154. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company will adopt this pronouncement beginning in fiscal year 2006.

	Three Months Ended						Nine Months Ended
	October 1,			September 26,			October 1,			September 26,
(in thousands)	2004			2003			2004			2003
Service cost	$	450		$	409		$	1,351		$	1,225
Interest cost		272			288			844			865
Expected return on assets		(135	)		(166	)		(469	)		(499	)
Net amortization of:
Prior service cost		4			4			11			12
Net actuarial gain		8			--			36			--
Transition obligation		--			(7	)		--			(21	)
Net periodic pension cost	$	599		$	528		$	1,773		$	1,582

Page 8

HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(unaudited)~~

(unaudited)

Note 52 - ~~Employee~~Acquisition ~~Benefit Plans (continued) The Company previously disclosed that it expected to contribute the minimum contribution~~ of ~~$1,758,000~~IGC toPolycold ~~its~~Systems ~~pension plan in 2004~~Inc. ~~In the interest of improving the funded status of the plan, it has contributed $3,116,000 during the first nine months of 2004 and may make additional payments before year end.~~ Note 6 - Commitments and Contingencies The Company may be involved in various legal proceedings in the normal course of business. The Company is not a party to any proceedings that involve amounts that would have a material effect on our financial position or results of operations if such proceedings were resolved unfavorably. The Company accrues loss contingencies when it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34. FIN No. 45 requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee and requires additional disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The adoption of FIN No. 45 did not have a material effect on the Company's financial position or results of operations. The following is a summary of the Company's agreements that it has determined are within the scope of FIN No. 45. The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally its business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments it could be required to make under these indemnification agreements is unlimited. Historically, its costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and the Company accordingly believes the estimated fair value of these agreements is immaterial. The Company's products and services are generally sold with warranty coverage for periods ranging from 12 to 18 months after shipment. Parts and labor are covered under the terms of the warranty agreement. The warranty provision is based on historical experience by product family. Changes in the warranty reserves during the first nine months of 2004 were as follows:

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

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

The consolidated financial statements include the results of Polycold from the date of acquisition. In connection with the acquisition, the Company recognized a $0.7 million liability associated with the above-market lease rate related to an assumed operating lease for Polycold's facility, of which $37,000 was paid in the three months ended July 1, 2005. The liability will be paid over the remaining lease periods through 2011.

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

(in thousands)		2004				2003
	Current assets, net of cash acquired		$	7,176
Balance at beginning of period		$	471			$	293
	Property, plant and equipment			3,132
Provisions for warranty			438				999
	Intangible assets:
Consumption of reserves			(409	)			(844	)
	Developed technology (estimated useful life of 4-8 years)			9,200
Balance at end of period		$	500			$	448
	Trade names (estimated useful life of 6 years)			1,000
	Customer & distributor relationships (estimated useful life of 7-9 years)			3,300
	Consulting contract (estimated useful life of 4 years)			400
	Non-compete agreement (estimated useful life of 5 years)			400
	Total intangible assets			14,300
	Goodwill			29,620
	Current liabilities			(3,960	)
	Total purchase price allocation		$	50,268

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

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

Page 9

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Note~~The 7following -unaudited ~~Other~~pro ~~Comprehensive~~forma ~~Income~~information ~~(Loss)~~gives effect to the acquisition of Polycold as if the acquisition occurred at the beginning of the periods presented:

	Three Months Ended	~~Three Months Ended~~						Six Months Ended	~~Nine Months Ended~~
		October 1,			September 26,				October 1,			September 26,
		July 2,						July 1,							July 2,
(in thousands)		2004			2003				2004			2003
(in thousands except per share data)		2004						2005							2004
Net income (loss)		$	5,769		$	(9,104	)		$	16,787		$	(11,929	)
Revenue		$		51,073				$	84,532						$	97,438
Other comprehensive gain (loss) before tax:
Net income				6,812					4,767							11,752
Foreign currency translation adjustment			(949	)		176				574			1,082
Net income per weighted average share, basic				0.26					0.18							0.45
Unrealized gain (loss) on available-for-sale
Net income per weighted average share, diluted				0.26					0.18							0.45
investments			5			(141	)			(21	)		46
Other comprehensive gain (loss) before tax			(944	)		35				553			1,128
Income tax related to items of other
comprehensive gain (loss)			346			(70	)			(7	)		(152	)
Other comprehensive gain (loss), net of tax			(598	)		(35	)			546			976
Other comprehensive income (loss)		$	5,171		$	(9,139	)		$	17,333		$	(10,953	)

Note 83 - ~~Net Income (Loss) Per Share~~ Inventories

Inventories consist of:

	Three Months Ended					Nine Months Ended
	July 1,		December 31,
	October 1,		September 26,			October 1,		September 26,
(in thousands)	2005		2004
(in thousands except per share data)	2004		2003			2004		2003
Finished goods	$	7,288	$	7,743
Net income (loss)	$	5,769	$	(9,104	)	$	16,787	$	(11,929	)
Work in process		9,880		9,439
Basic shares		26,112		26,099			26,109		26,099
Materials and parts		6,509		4,413
Add: Common equivalent shares (1)		53		--			85		--
	$	23,677	$	21,595
Diluted shares		26,165		26,099			26,194		26,099
Basic net income (loss) per share	$	0.22	$	(0.35	)	$	0.64	$	(0.46	)
Diluted net income (loss) per share	$	0.22	$	(0.35	)	$	0.64	$	(0.46	)

~~(1)~~Note ~~Common~~4 ~~equivalent shares represent shares issuable upon exercise of stock options (using the treasury stock method). For the three~~- ~~and nine-months ended October 1~~Property, ~~2004,~~Plant ~~the Company had 614,500~~ and 445,500 options, respectively, outstanding and not included in the computation of diluted shares, because the option price was greater than the average market price of the common shares and inclusion of such shares would be anti-dilutive. The Company had 762,875 options outstanding and not included in the computation of diluted shares for the three- and nine-months ended September 26, 2003, because the Company was in a net loss position, and the inclusion of such shares would be anti-dilutive.Equipment

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


	July 1,		December 31,
(in thousands)	2005		2004

Machinery and equipment	$	29,266	$	28,683
Computers and equipment		31,566		30,641
Leasehold improvements		10,175		7,798
Construction in progress		956		881

	$	71,963	$	68,003

Note 5 - Income Taxes

The Company had pretax income of $4.0 million and $6.7 million in the three and six months ended July 1, 2005, respectively, and a corresponding income tax provision of $1.4 million and $2.3 million in the three and six months ended July 1, 2005, respectively. For the three and six months ended July 1, 2005, the effective income tax rate was 34% and 35%, respectively. The effective income tax rate is based upon the estimated income (loss) for the year, the composition of the income (loss) in different countries and adjustments, if any, for the potential tax consequences, benefits or resolution of tax audits. The 2005 effective tax rate approximates the statutory rate primarily as a result of the offsetting impacts of state income taxes and the effect of foreign operations. The Company's aggregate tax rate in foreign jurisdictions is higher than the income tax rate in the United States. This negative tax impact is partially offset by a tax benefit from the undistributed nontaxable equity income from the joint venture.

For the three and six months ended July 2, 2004, the effective income tax rate was 18%. The 2004 effective tax rate differs from the statutory tax rate due to the release in each of these periods of the applicable portion of the valuation allowance associated with the utilization of prior year net operating losses and tax credits.

Page 10

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 96 - ~~Segment~~Employee ~~Information~~ Benefit Plans

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

(in thousands)	United States							International							Consolidated
		Three Months Ended							Six Months Ended
Net sales for the three months ended:
		July 1,			July 2,				July 1,			July 2,
October 1, 2004	$		29,937					$		10,416					$	40,353
(in thousands)		2005			2004				2005			2004
September 26, 2003	$		17,693					$		8,280					$	25,973
Service cost		$	489		$	450			$	989		$	900
Net sales for the nine months ended:
Interest cost			315			272				634			572
October 1, 2004	$		93,486					$		31,267					$	124,753
Expected return on assets			(175	)		(168	)			(389	)		(334	)
September 26, 2003	$		52,564					$		21,587					$	74,151
Net amortization of:
Long-lived assets as of:
Prior service cost			1			4				5			8
October 1, 2004	$		30,367					$		2,410					$	32,777
Net actuarial gain			54			8				76			28
December 31, 2003	$		30,811					$		2,793					$	33,604
Net periodic pension cost		$	684		$	566			$	1,315		$	1,174

Note 107 - ~~Recent~~Commitments ~~Accounting~~and ~~Pronouncements~~ Contingencies

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

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

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

Page 11

HELIX TECHNOLOGY CORPORATION ~~PART~~NOTES ITO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~Item~~The ~~2. Management's~~following ~~Discussion~~table ~~and~~represents ~~Analysis~~the ofactivity ~~Financial~~in ~~Condition~~the ~~and~~warranty ~~Results of Operations~~accrual:



	Three Months Ended						Six Months Ended
	July 1,			July 2,			July 1,			July 2,
(in thousands)	2005			2004			2005			2004


Balance at beginning of period	$	1,036		$	523		$	414		$	471
Provisions for warranty		446			260			603			510
Warranty reserve acquired as part of the
Polycold acquisition		--			--			651			--
Consumption of reserves		(269	)		(207	)		(455	)		(405	)


Balance at end of period	$	1,213		$	576		$	1,213		$	576

Note 8 - Other Comprehensive Income



	Three Months Ended					Six Months Ended
	July 1,		July 2,			July 1,			July 2,
(in thousands)	2005		2004			2005			2004


Net income	$	2,609	$	6,346		$	4,338		$	11,018


Other comprehensive income before tax:
Foreign currency translation adjustment		1,676		608			3,106			1,522
Unrealized gain (loss) on available-for-sale
investment		2		(58	)		(31	)		(25	)

Other comprehensive income before tax		1,678		550			3,075			1,497
Income tax related to items of other
comprehensive income		--		(152	)		--			(353	)

Other comprehensive income, net of tax		1,678		398			3,075			1,144


Comprehensive income	$	4,287	$	6,744		$	7,413		$	12,162

Note 9 - Net Income Per Share

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

Page 12

HELIX TECHNOLOGY CORPORATION ~~PART~~NOTES ITO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~Item~~The ~~2. Management's~~following ~~Discussion~~table ~~and~~sets ~~Analysis~~forth ofthe ~~Financial~~computation ~~Condition~~of basic and ~~Results~~diluted ofnet ~~Operations~~income per weighted average common share:



	Three Months Ended				Six Months Ended
	July 1,		July 2,		July 1,		July 2,
(in thousands except per share data)	2005		2004		2005		2004


Net income	$	2,609	$	6,346	$	4,338	$	11,018


Basic shares		26,118		26,111		26,116		26,107

Add: Common equivalent shares		35		88		45		116

Diluted shares		26,153		26,199		26,161		26,223




Basic net income per share	$	0.10	$	0.24	$	0.17	$	0.42




Diluted net income per share	$	0.10	$	0.24	$	0.17	$	0.42

Common equivalent shares represent shares issuable upon exercise of stock options and unvested restricted stock awards (using the treasury stock method). Options to acquire 520,473 and 531,548 shares of common stock for the three and six months ended July 1, 2005, respectively, and options to acquire 449,446 and 114,793 shares of common stock for the three and six months ended July 2, 2004, respectively, were excluded from the calculation of diluted earnings per share because of their antidilutive effect.

Note 10 - Segment Information

Line of Business and Foreign Operations

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

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


(in thousands)	United States		International		Consolidated


Net sales for the three months ended:
July 1, 2005	$	31,549	$	10,350	$	41,899
July 2, 2004	$	32,634	$	11,390	$	44,024

Net sales for the six months ended:
July 1, 2005	$	59,884	$	20,911	$	80,795
July 2, 2004	$	63,550	$	20,850	$	84,400

Long-lived assets as of:
July 1, 2005	$	77,079	$	2,184	$	79,263
December 31, 2004	$	32,948	$	2,541	$	35,489

Page 13

HELIX TECHNOLOGY CORPORATION ~~PART~~NOTES ITO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Item~~The ~~2. Management~~Company's ~~Discussion~~largest customer, including outsourcing partners, represented 17% and ~~Analysis~~16% of ~~Financial~~net ~~Condition~~sales for the three and ~~Results~~six ofmonths ~~Operations~~ended July 1, 2005, respectively, and represented 29% and 31% for the three and six months ended July 2, 2004, respectively. Note 11 - Subsequent Event On July 11, 2005, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Brooks Automation, Inc., a Delaware corporation ("Brooks"), and Mt. Hood Corporation, a Delaware corporation and wholly owned subsidiary of Brooks. Under the terms of the Merger Agreement, which was unanimously approved by the boards of directors of both the Company and Brooks, Helix stockholders will receive 1.11 shares of Brooks common stock for each share of Helix common stock. Based on the closing price of Brooks common stock on July 8, 2005, the transaction values Helix at $454 million. Brooks stockholders will own 61% and Helix stockholders will own 39% of the combined company on a fully diluted basis. The transaction is expected to be tax-free to the stockholders of both companies for U.S. federal income tax purposes. Completion of the transaction is subject to the applicable Hart-Scott-Rodino waiting period, stockholder approval of each company and other customary closing conditions. The transaction is expected to occur in the fourth calendar quarter of 2005.

Page 14

HELIX TECHNOLOGY CORPORATION

PART I

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

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

Overview

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

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

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

In July 2005, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Brooks Automation, Inc., a Delaware corporation ("Brooks"), and Mt. Hood Corporation, a Delaware corporation and wholly owned subsidiary of Brooks. Under the terms of the Merger Agreement, which was unanimously approved by the boards of directors of both Helix and Brooks, Helix stockholders will receive 1.11 shares of Brooks common stock for each share of Helix common stock. Based on the closing price of Brooks common stock on July 8, 2005, the transaction values Helix at $454 million. Brooks stockholders will own 61% and Helix stockholders will own 39% of the combined company on a fully diluted basis. The transaction is expected to be tax-free to the stockholders of both companies for U.S. federal income tax purposes. Completion of the transaction is subject to the applicable Hart-Scott-Rodino waiting period, stockholder approval of each company and other customary closing conditions. The transaction is expected to occur in the fourth calendar quarter of 2005.

In connection with the proposed transaction, Brooks plans to file a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus with the Securities and Exchange Commission ("SEC"). You are urged to read the Registration Statement and any other relevant documents filed with the SEC, including the Joint Proxy Statement/Prospectus that will be part of the Registration Statement, when they become available because they will contain important information about Brooks, the Company, the proposed transaction and related matters. You will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus, when they become available, without charge, at the SEC's Internet site (http://www.sec.gov).

Page 15

HELIX TECHNOLOGY CORPORATION

PART I

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

(continued)

Critical Accounting Policies

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

Revenue Recognition and Accounts Receivable. We recognize net sales from product sales upon shipment provided title and risk of loss have been transferred to the customer, there is persuasive evidence of an arrangement, fees are fixed or determinable, and collection is reasonably assured. We generally have no obligations to customers after the date that product is shipped other than pursuant to warranty obligations. Returns and customer credits are infrequent and recorded as a reduction to sales. Discounts from list prices are recorded as a reduction to sales at the time of sale. Net sales from global customer support are recognized as performed or ratably over the period of the related agreements. Upgrade sales result from an end-user's desire to enhance some aspect of its existing Helix products. Net sales from upgrade sales requiring us to complete the installation are recognized upon completion of the installation and customer acceptance. Net sales from upgrade sales that do not require us to provide installation are recognized upon product shipment presuming all other revenue recognition criteria are met. We enter into multiple-element contracts that include the sale of both products and services. Revenues from contracts with multiple-element arrangements, such as those including products and services, are recognized as each element is earned based on the relative fair value of each element. The fair value of these elements is determined based upon prices charged to customers when the elements are sold separately.

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

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

Page 16

HELIX TECHNOLOGY CORPORATION

PART I

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

(continued)

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

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

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

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

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

- Our strategic plans; - The outlook for our business and industry; - Anticipated sources of future revenues; - Anticipated expenses and spending; - Anticipated levels of capital expenditures; - Anticipated tax benefits; and - The sufficiency of capital to meet working capital and capital expenditure requirements.

Page 17

HELIX TECHNOLOGY CORPORATION

PART I

Item 32. ~~Quantitative~~Management's Discussion and ~~Qualitative~~Analysis ~~Disclosures~~of ~~about~~Financial ~~Market~~Condition ~~Risk~~ and Results of Operations

(continued)

Results of Operations

Revenue and Gross Margin

The following table presents our revenue and gross margin:

	Three Months Ended						Six Months Ended

					%						%
(in thousands)		July 1, 2005	July 2, 2004		Change			July 1, 2005		July 2, 2004	Change


Net sales	$	41,899	$	44,024	(4.8%	)	$	80,795	$	84,400	(4.3%)
Cost of sales		24,529		25,966	(5.5%	)		47,829		50,542	(5.4%)


Gross margin	$	17,370	$	18,058	(3.8%	)	$	32,966	$	33,858	(2.6%)

The decrease in net sales for the three and six months ended July 1, 2005 was primarily due to softening of demand in the semiconductor capital equipment manufacturing sector which resulted in declining sales volumes. Partially offsetting this decrease in volume was product sales attributable to the acquisition of Polycold.

As a percentage of net sales, gross margin was 41.5% and 40.8% in the three and six months ended July 1, 2005, and 41.0% and 40.1% in the three and six months ended July 2, 2004. The improvement in the gross margin percentage for both periods was primarily attributable to an increased portion of our product sales coming from more complex, higher-margin vacuum systems. Additionally, improved materials utilization, specifically in our customer support group, and lower material costs positively impacted gross margin percentage in 2005. Partially offsetting the improvement in the gross margin percentage is the amortization of acquired intangibles from the Polycold acquisition of $0.4 million and $0.6 million in the three and six months ended July 1, 2005, respectively.

Operating Expenses

The following table presents our operating expenses:

	Three Months Ended						Six Months Ended

					%						%
(in thousands)		July 1, 2005	July 2, 2004		Change			July 1, 2005		July 2, 2004	Change


Research and development	$	3,058	$	2,526	21.1%	$		5,965	$	5,112	16.7%
Selling, general and administrative		10,345		8,875	16.6%			20,927		17,201	21.7%
Merger costs		498		--	*			498		--	*


Total operating expenses	$	13,901	$	11,401	21.9%	$		27,390	$	22,313	22.8%

* Not measurable

As a strategic matter, we are committed to developing technologies to support a new generation of products for 300-millimeter-capable production tools, to expand our support capability, and to improve our core component product lines. Research and development (R&D) expenses increased $0.5 million in the three months ended July 1, 2005, as compared

Page 18

HELIX TECHNOLOGY CORPORATION

PART I

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

(continued)

to the same period in 2004, primarily due to higher spending for R&D outside services of approximately $0.3 million and an increase in salaries and related costs from the Polycold acquisition of approximately $0.2 million. R&D expenses increased $0.9 million in the six months ended July 1, 2005, as compared to the same period in 2004, primarily due to higher spending for R&D outside services of approximately $0.4 million and an increase in salaries and related costs from the Polycold acquisition of approximately $0.3 million. As a percentage of net sales, R&D expenses were 7.3% and 7.4% in the three and six months ended July 1, 2005, respectively, and 5.7% and 6.1% in the three and six months ended July 2, 2004, respectively.

Selling, general and administrative (SG&A) expenses increased $1.5 million in the three months ended July 1, 2005, as compared to the same period in 2004, primarily due to increased headcount and related costs from the Polycold acquisition of approximately $1.3 million, including $0.2 million for intangible amortization expense. SG&A expenses increased $3.7 million in the six months ended July 1, 2005, as compared to the same period in 2004, primarily due to increased headcount and related costs from the Polycold acquisition of approximately $1.9 million, including $0.3 million for intangible amortization expense, and increased costs of third party professional services for Sarbanes-Oxley compliance of approximately $0.8 million. The remaining increase in SG&A expenses for both periods relates to the cost of additional personnel in both domestic and international sales and marketing departments. As a percentage of net sales, SG&A expenses were 24.7% and 25.9% in the three and six months ended July 1, 2005, respectively, and 20.2% and 20.4% in the three and six months ended July 2, 2004, respectively.

Merger related costs consist of legal and other professional services associated with merger due diligence.

Joint Venture Income

Income from our joint venture in Japan decreased from $0.9 million in the three months ended July 2, 2004, to $0.4 million in the three months ended July 1, 2005. Income from our joint venture in Japan decreased from $1.5 million in the six months ended July 2, 2004, to $0.9 million in the six months ended July 1, 2005. These declines are attributable to a slow-down in the flat panel display portion of the electronics capital equipment market.

Interest Income and Other, Net

Interest income and other, net, decreased to $0.1 million in the three months ended July 1, 2005, from $0.2 million in the same period of 2004. Interest income and other, net, decreased to $0.2 million in the six months ended July 1, 2005, from $0.4 million in same period of 2004. These declines reflect lower interest earned as a result of lower 2005 average cash and investment balances due to the funding of the Polycold acquisition. Interest income was earned primarily from investments in municipal government agencies and tax-free bonds and investment-grade securities.

Income Tax Provision

We had pretax income of $4.0 million and $6.7 million in the three and six months ended July 1, 2005, respectively, and a corresponding income tax provision of $1.4 million and $2.3 million in the three and six months ended July 1, 2005, respectively. For the three and six months ended July 1, 2005, our effective income tax rate was 34% and 35%, respectively. The effective income tax rate is based upon the estimated income (loss) for the year, the composition of the income (loss) in different countries and adjustments, if any, for the potential tax consequences, benefits or resolution of tax audits. The 2005 effective tax rate approximates the statutory tax rate primarily as a result of the offsetting impacts of state income taxes and the effect of foreign operations. Our aggregate tax rate in foreign jurisdictions is higher than the income tax rate in the United States. This negative tax impact is partially offset by a tax benefit from the undistributed nontaxable equity income from the joint venture.

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HELIX TECHNOLOGY CORPORATION

PART I

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

(continued)

We had pretax income of $7.7 million and $13.4 million in the three and six months ended July 2, 2004, respectively, and a corresponding income tax provision of $1.4 million and $2.4 million in the three and six months ended July 2, 2004, respectively. For the three and six months ended July 2, 2004, our effective income tax rate was 18%. The 2004 effective tax rate differs from the statutory tax rate due to the release in each of these periods of the applicable portion of the valuation allowance associated with the utilization of prior year net operating losses and tax credits.

Liquidity and Capital Resources

Cash and cash equivalents and investments were $29.9 million and $76.3 million at July 1, 2005, and December 31, 2004, respectively, a decrease of $46.4 million. Similarly, working capital at July 1, 2005, decreased by approximately $46.1 million from December 31, 2004, primarily due to funding of the acquisition of Polycold.

Cash provided by operating activities was $9.8 million in the first six months of 2005 compared to $8.1 million in the first six months of 2004. The increase in the first six months of 2005 compared to the first six months of 2004 was primarily attributable to a decline in receivables balances due to lower sales volumes and related cash collections. Operating cash was also positively impacted by the utilization of prepaid taxes. This increase was partially offset by a decrease in operating profitability in the six months ended July 1, 2005 as compared to the same period of 2004.

Cash used in investing activities was $0.1 million in the first six months of 2005 compared to $10.0 million in the first six months of 2004. In the first quarter of 2005, we acquired all the outstanding shares of Polycold for $50.3 million, net of cash acquired. Net sales and maturities on investments, utilized as the primary source of funding for the acquisition, was $52.0 million in the first six months of 2005. Capital additions were $1.8 million in the first six months of 2005 compared to $1.4 million in the same period of 2004.

Cash used in financing activities was $4.1 million and $1.9 million in the first six months of 2005 and 2004, respectively. Cash dividends paid to our stockholders during the first six months of 2005 was $4.2 million, compared with $2.1 million for the first six months of 2004. We paid a dividend of $0.08 per share in the first and second quarters of 2005, as compared to $0.04 per share in the first and second of 2004. On July 20, 2005, our Board of Directors approved a quarterly cash dividend of $0.08 per share, payable on August 11, 2005, to shareholders of record at the close of business on August 1, 2005.

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

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

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

Important Factors That May Affect Future Results

This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements appear principally in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of

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HELIX TECHNOLOGY CORPORATION

PART I

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

(continued)

Operations." Forward-looking statements may appear in other sections of this report as well. Generally, the forward-looking statements in this report include such words as "expect," "anticipate," "plan," "intend," "believe," "seek," "estimate," and similar expressions.

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

-	Our strategic plans;
-	The outlook for our business and industry;
-	Anticipated sources of future revenues;
-	Anticipated expenses and spending;
-	Anticipated levels of capital expenditures;
-	Anticipated tax benefits; and
-	The sufficiency of capital to meet working capital and capital expenditure requirements.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

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

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

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HELIX TECHNOLOGY CORPORATION

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

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

Helix's Annual Meeting of Stockholders was held on May 25, 2005. Proposal I, submitted to a vote of stockholders at the meeting, was the election of directors. The following directors, being all of Helix's directors, were elected at the meeting, with the number of votes cast for each director being set forth after his respective name:

Page 19

Name	Votes For	Votes Withheld

Gideon Argov	21,863,623	2,428,059
Frank Gabron	18,798,928	5,492,754
James Gentilcore	23,924,546	367,136
Robert H. Hayes	23,977,281	314,401
Robert J. Lepofsky	23,842,655	449,027
Marvin G. Schorr	23,969,050	322,632
Alfred Woollacott, III	23,792,954	498,728
Mark S. Wrighton	23,887,522	404,160

Item 6. Exhibits

a. Exhibits:

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

Page 22

HELIX TECHNOLOGY CORPORATION

SIGNATURES

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

		HELIX TECHNOLOGY CORPORATION
		(Registrant)
Date: October 22, 2004		By: /s/Robert J. Lepofsky
Date: July 21, 2005		By: /s/ James Gentilcore
		Robert J. Lepofsky
		James Gentilcore
		President and Chief Executive Officer
Date: October 22, 2004		By: /s/Jay Zager
Date: July 21, 2005		By: /s/ Paul Kawa
		Jay Zager
		Paul Kawa
		Senior Vice President and
		Interim Chief Financial Officer
		Chief Financial Officer

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HELIX TECHNOLOGY CORPORATION

Exhibit Index

Exhibit
Number		Description of Exhibits
10.1		Form of Helix's Non-Statutory Stock Option Certificate under Helix's 1996 Equity
2.1		Agreement and Plan of Merger, dated as of July 11, 2005, among Brooks Automation,
		Incentive Plan for all its employees, including executive officers. Filed herewith.
		Inc., Mt. Hood Corporation and Helix Technology Corporation (incorporated by
10.2		Form of Helix's Non-Statutory Stock Option Certificate under Helix's 1996 Equity
		reference from Exhibit 2.1 to Helix's Current Report on Form 8-K filed on July 11, 2005).
		Incentive Plan for its directors. Filed herewith.
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002. Filed herewith.
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002. Filed herewith.
32.1		Certification of the Principal Executive Officer Pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002. Filed herewith.
32.2		Certification of the Principal Financial Officer Pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002. Filed herewith.

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Filing Compare · HELIX TECHNOLOGY CORP