MOCON (MOCO)

7500 BOONE AVENUE NORTH
MINNEAPOLIS, MINNESOTA 55428

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2005

INTRODUCTION

The Annual Meeting of the Shareholders of MOCON, Inc., a Minnesota corporation, will be held on May 17, 2005, at 4:00 p.m., local time, at MOCON’s headquarters which are located at 7500 Boone Avenue North, Minneapolis, Minnesota 55428, or at any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

A proxy card is enclosed for your use. You are solicited on behalf of our Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE. No postage is required if your returned proxy card is mailed within the United States. Proxies will be voted as specified by you. Signed proxies that lack any specification will be voted in favor of all of the proposals set forth in the Notice of Annual Meeting of Shareholders and in favor of the election of all of the nominees for director listed in this proxy statement.

We will bear the cost of soliciting proxies, including the preparation, assembly and mailing of the proxies and soliciting material, as well as the cost of forwarding such material to the beneficial owners of our common stock. In addition to solicitation by mail, our directors, officers and regular employees may, without compensation other than their regular compensation, solicit proxies by telephone, electronic transmission and personally. We may reimburse brokerage firms and others for expenses in forwarding proxy materials to the beneficial owners of our common stock.

Any shareholder giving a proxy may revoke it at any time prior to its use at the Annual Meeting by giving written notice of such revocation to our Corporate Secretary, by filing a revoking instrument or duly executed proxy bearing a later date with our Corporate Secretary, or by appearing at the Annual Meeting and voting in person.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE