Edgar Filing: LEPOFSKY ROBERT

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEPOFSKY ROBERT

2. Issuer Name and Ticker or Trading Symbol
HELIX TECHNOLOGY CORP [HELX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

NINE HAMPSHIRE STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2004

(Street)

MANSFIELD, MA 02048

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 8.595

12/31/2004

D⁽¹⁾

20,000

⁽¹⁾

04/16/2013

Common Stock

20,000

$ 0

Non-Qualified Stock Option (right to buy)

$ 8.595

12/31/2004

A⁽¹⁾

5,000

⁽¹⁾

04/16/2013

Common Stock

5,000

$ 0

5,000

Non-Qualified Stock Option (right to buy)

$ 19.245

12/31/2004

D⁽¹⁾

28,000

⁽¹⁾

04/28/2014

Common Stock

28,000

$ 0

Non-Qualified Stock Option (right to buy)

$ 20.8125

12/31/2004

D⁽¹⁾

175,000

⁽¹⁾

05/11/2007

Common Stock

175,000

$ 0

Non-Qualified Stock Option (right to buy)

$ 20.8125

12/31/2004

A⁽¹⁾

100,000

⁽¹⁾

05/11/2007

Common Stock

100,000

$ 0

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEPOFSKY ROBERT NINE HAMPSHIRE STREET MANSFIELD, MA 02048	X

Signatures

By: Beverly L. Couturier, Attorney-in-Fact For: Robert J. Lepofsky		01/04/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Lepofsky's stock options that were vested as of December 31, 2004, were amended as of that date to extend the period in which those options can be exercised from one month to one year following his retirement as President and Chief Executive Officer on December 31, 2004. Options held by Mr. Lepofsky that were not vested as of December 31, 2004, were terminated, including options to purchase 75,000 shares at $20.8125 per share; 15,000 shares at $8.595 per share; and 28,000 shares at $19.24 per share. For reporting purposes only, the extension is described herein as the deemed cancellation of all of Mr. Lepofsky's outstanding stock options as of December 31, 2004, and the re-grant of the portion of such options that were vested as of December 31, 2004.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.