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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As an administrative convenience, Helix Technology Corporation amended its bylaws effective February 24, 2005, to expressly provide that its Board of Directors may use electronic communications, such as e-mail, to communicate and evidence their consent to corporate actions as permitted by Section 141(f) of the Delaware General Corporation Law.

A copy of this amendment is filed herewith as Exhibit 3.1.


Item 9.01 Financial Statements and Exhibits

(c)  Exhibits

3.1  Amendment to Article III, Section 8 of the bylaws of Helix Technology Corporation.

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.

EXHIBIT INDEX