Date of Report (Date of Earliest Event Reported)

Delaware
(State or Other Jurisdiction of Incorporation)

(508) 337-5500
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)  On February 3, 2005, Helix Technology Corporation (the "Company") announced that Jay Zager, the Company's principal financial officer and principal accounting officer, has decided to resign, effective February 28, 2005, in order to pursue another career opportunity. Until that time, Mr. Zager will continue as Senior Vice President, Chief Financial Officer and Treasurer and assist in transition matters. Mr. Zager made his decision known to the Company on January 31, 2005.

(c)  Effective February 28, 2005, Paul Kawa, the Company's current Corporate Controller, will serve as the Interim Chief Financial Officer.

The Company's press release dated February 3, 2005, is attached herewith and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release dated February 3, 2005.

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 hereunto duly authorized.