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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.___)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

MEADE INSTRUMENTS CORP.

Payment of Filing Fee (Check the appropriate box):

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June 3, 2003

     Dear Stockholder:

      You are cordially invited to attend the 2003 Annual Meeting of Stockholders of Meade Instruments Corp. (“Meade” or the “Company”) to be held on July 10, 2003. We sincerely hope that you will be able to attend the meeting which will be held at the Hyatt Regency Hotel, 17900 Jamboree Road, Irvine, CA 92614, beginning at 10:00 a.m., local time.

      At this meeting you are being asked to re-elect Steven G. Murdock and Harry L. Casari to the Board of Directors for a three-year term expiring at the 2006 Annual Meeting of Stockholders.

      The members of the Board of Directors and management look forward to personally greeting as many stockholders as possible at the Annual Meeting. However, whether or not you plan to attend personally, and regardless of the number of shares you own, it is important that your shares be represented.

      Although you presently may plan to attend the Annual Meeting, please complete, sign, date and promptly return the enclosed proxy card. If you do attend the Annual Meeting and wish to vote in person, you may revoke your proxy at that time.

      I would like to take this opportunity to express our appreciation to John C. Diebel, who retired as Chairman and Chief Executive Officer of the Company as of May 31, 2003. John has seen the Company through multiple economic cycles, the establishment of an Employee Stock Ownership Plan, the challenges of completing an Initial Public Offering, and the consummation of significant acquisitions, all with impeccable judgment. John will continue to serve the Company in his positions as a member of the Board of Directors and as a consultant to the Company. John founded the Company in 1972 and has been an integral part of its operations and vision ever since. We look forward to his continued contributions to the Company.

	Sincerely,
	Steven G. Murdock
	Chief Executive Officer and President

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MEADE INSTRUMENTS CORP.

To Be Held on July 10, 2003

      The Annual Meeting of Stockholders of Meade Instruments Corp., a Delaware corporation (“Meade” or the “Company”), will be held at the Hyatt Regency Hotel, 17900 Jamboree Road, Irvine, CA 92614, beginning at 10:00 a.m., local time, on Thursday, July 10, 2003 for the following purposes:

	(1)     To re-elect Steven G. Murdock and Harry L. Casari to the Board of Directors for a three-year term expiring at the 2006 Annual Meeting of Stockholders; and
	(2)     To transact such other business as may properly come before the Annual Meeting and at any adjournment thereof.

      Shares represented by properly executed proxies will be voted in accordance with the specifications therein. It is the intention of the Board of Directors that shares represented by proxies, which are not limited to the contrary, will be voted for the election of the directors named in the attached Proxy Statement.

      The Board of Directors has fixed the close of business on May 20, 2003 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, at the office of the Secretary of the Company, at 6001 Oak Canyon, Irvine, California 92618, during the ten-day period preceding the Annual Meeting.

	By Order of the Board of Directors
	Mark D. Peterson
	Senior Vice President and General Counsel

Irvine, California

YOUR VOTE IS IMPORTANT

      NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD AND DATE, SIGN AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN PROMPTLY MAILING IN YOUR PROXY CARD.

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MEADE INSTRUMENTS CORP.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1.       Q:     Why am I receiving this Proxy Statement and the other enclosed materials?

       A:     The accompanying proxy is being solicited by the Board of Directors (the “Board”) of Meade Instruments Corp. (“Meade” or the “Company”) for use at the Company’s Annual Meeting of Stockholders to be held on Thursday, July 10, 2003, at 10:00 a.m. local time, at the Hyatt Regency Hotel, 17900 Jamboree Road, Irvine, CA 92614, and at any adjournment thereof. A proxy is a legal designation of another person to vote the stock you own. This Proxy Statement and the accompanying proxy are first being mailed to stockholders on or about June 9, 2003.

2.       Q:     Who is entitled to vote at the Annual Meeting?

       A:     The Board set May 20, 2003 as the record date for the Annual Meeting. All stockholders who owned Meade Common Stock at the close of business on May 20, 2003 are entitled to vote. On May 20, 2003, 19,806,026 shares of Meade Common Stock were outstanding.

3.       Q:     What proposals will be voted on at the Annual Meeting?

	A:	(1) The election of Steven G. Murdock and Harry L. Casari to the Board of Directors for a three-year term expiring at the 2006 Annual Meeting of Stockholders; and

		(2) The transaction of such other business as may properly come before the Annual Meeting and at any adjournment thereof.

4.       Q:     How does the Board recommend I vote my shares?

       A:     The Board recommends that you vote your shares “FOR” both nominees to the Board of Directors.

5.       Q:     How are votes counted?

       A:     In the election of directors, you may vote “FOR” both of the nominees or your vote may be “WITHHELD” with respect to one or both of the nominees. The results of votes cast by proxy are tabulated and certified by our transfer agent, U.S. Stock Transfer Corporation. Then, votes cast by proxy or in person at the Annual Meeting will be counted by the persons appointed by the Company to act as election inspectors for the Annual Meeting. The election inspectors will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for purposes of determining the presence of a “quorum,” that is, a majority of the holders of the outstanding shares entitled to vote. Abstentions, however, do not constitute a vote “for” or “against” any matter and thus will be disregarded in the calculation of “votes cast.”

6.       Q.     How will my proxy be voted?

       A.     If your proxy in the accompanying form is properly executed, returned to and received by us prior to the meeting and is not revoked, it will be voted in accordance with your instructions. If you return your signed proxy but do not mark the boxes to show how you wish to vote on one or more of the proposals, the shares for which you have given your proxy will, in the absence of your instructions, be voted “FOR” each of the nominees named in the proxy.

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7.     Q:     What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

      A:     Those terms refer to the following. You are a:

       “Stockholder of record” if your shares are registered directly in your name with our transfer agent, U.S. Stock Transfer Corporation. You are considered, with respect to those shares, to be the stockholder of record, and these proxy materials have been sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy to us or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.

       “Beneficial owner” if your shares are held in a stock brokerage account, including an Individual Retirement Account, or by a bank or other nominee. You are considered to be the beneficial owner of shares held in “street name”, and these proxy materials are being forwarded to you by your broker or nominee, who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares (your broker or nominee has enclosed a voting instruction card for you to use) and you are invited to attend the Annual Meeting.

8.       Q:     What are “broker non-votes”?

       A:     If you are a beneficial owner and you do not provide the stockholder of record with voting instructions for a particular proposal, your shares may constitute “broker non-votes” with respect to that proposal. “Broker non-votes” are shares held by a broker or nominee with respect to which the broker or nominee does not have discretionary power to vote on a particular proposal or with respect to which instructions were never received from the beneficial owner. Shares which constitute broker non-votes with respect to a particular proposal will not be considered present and entitled to vote on that proposal at the Annual Meeting, even though the same shares will be considered present for quorum purposes and may be entitled to vote on other proposals.

9.       Q:     How do I vote?

       A:     You can vote either by completing, signing and dating the proxy card you received with this Proxy Statement and returning it in the envelope provided or, by attending the Annual Meeting and voting in person if you are a stockholder of record. If you are a beneficial owner of your shares, then you must bring to the Annual Meeting a copy of a brokerage statement reflecting your stock ownership as of May 20, 2003. Regardless of how you own your shares, you must also bring appropriate positive identification, in order to vote at the Annual Meeting.

      Once you have submitted your proxy card, you have the right to revoke your proxy at any time before it is voted by:

	(1)	Notifying the Corporate Secretary in writing at 6001 Oak Canyon, Irvine, California 92618, the principal executive office of the Company;
	(2)	Returning a later-dated proxy card; or
	(3)	Attending the Annual Meeting and voting in person (upon showing proper evidence of your ownership of shares).

10.     Q:     What is the voting requirement to approve each of the proposals?

       A:     In order to hold a valid meeting, a quorum must be present or represented by proxy at the Annual Meeting. As explained above, abstentions and broker non-votes will be counted as present for quorum purposes. Once a quorum is established, each proposal has specific voting requirements. For the purpose of electing the directors, you may give each candidate one vote for each share you hold. The candidates receiving the highest number of votes, up to the number of directors to be elected, will be elected. Votes cast against a candidate or votes withheld will have no legal effect. Any unmarked

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11.     Q:     What happens if additional matters (other than the proposals described in this Proxy Statement) are presented at the Annual Meeting?

       A:     The Board is not aware of any additional matters to be presented for a vote at the Annual Meeting; however, if any additional matters are properly presented at the Annual Meeting, your signed proxy card gives authority to Mark Peterson and Robert Davis, the proxies designated for the Annual Meeting, to vote on those matters in their discretion.

12.     Q:     Who pays for the cost of soliciting proxies?

       A:     The expense of soliciting proxies will be borne by the Company. Proxies will be solicited principally through the use of the mail, but directors, officers and regular employees of the Company may solicit proxies personally or by telephone or special letter without any additional compensation. The Company also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for any reasonable expenses in forwarding proxy materials to beneficial owners.

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PROPOSAL 1

ELECTION OF DIRECTORS

      The Company’s Bylaws provide that the authorized number of directors of the Company shall not be less than three nor more than fifteen, with the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the directors then in office. The full board currently consists of six directors. Each director will be elected to serve until his term has expired and until his successor has been duly elected and qualified. The Certificate of Incorporation and Bylaws provide that the Board of Directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. All of the directors were previously elected to their present terms of office by the stockholders of the Company. At the 2003 Annual Meeting of Stockholders, two directors are to be re-elected as Class II directors for a three-year term or until election and qualification of their successors.

      The accompanying proxy solicited by the Board of Directors will be voted for the election of the nominees named below, and for the terms listed below, unless the proxy card is marked to withhold authority to vote for such nominees. Both nominees are presently members of the Company’s Board of Directors.

      The nominees for election to the Board of Directors at the 2003 Annual Meeting of Stockholders, together with their terms, are set forth below:

      If either of the nominees should become unavailable for election to the Board of Directors, the proxy holders or their substitutes shall be entitled to vote for a substitute to be designated by the Board of Directors. Alternatively, the Board of Directors may reduce the number of directors. The Board of Directors has no reason to believe that it will be necessary to designate a substitute nominee or reduce the number of directors.

      The Board of Directors recommends a vote “FOR” the election of the nominees listed above.

Nominees and Continuing Directors

      The following table provides information regarding the nominees, the two Class III directors whose terms of office expire at the 2004 Annual Meeting of Stockholders and the two Class I directors whose terms of office expire at the 2005 Annual Meeting of Stockholders. The ages shown are as of June 1, 2003.

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Directors’ Fees

      Directors who also are employees of the Company are reimbursed for expenses incurred in attending meetings of the Board of Directors but do not otherwise receive compensation for serving as directors of the Company. Effective as of the 2004 fiscal year, each director who is not an employee of the Company is entitled to receive (i) an annual fee of $30,000 for his services as a director, (ii), where applicable, a $1500 committee chair fee, and (iii) reimbursement for his expenses incurred in attending all Board and Committee meetings. Additionally, the Company’s 1997 Stock Incentive Plan provides for the automatic granting of stock options to non-employee directors. Each time a new non-employee director is elected, an option to purchase 5,000 shares of Common Stock is automatically granted to such non-employee director at the then fair market value of the Common Stock. In addition, non-employee directors receive an additional grant of 5,000 options on the date of each Annual Meeting of Stockholders preceding a year in which the director will continue in office, provided that a new non-employee director will only receive one automatic grant during the calendar year in which such director is elected. All options granted to non-employee directors are non-qualified stock options. The option exercise price is the fair market value of the Common Stock as of the date of the grant.

Committees and Meetings of the Board of Directors

      The Committees of the Board of Directors consist of an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which is comprised solely of outside directors. During the fiscal year ended February 28, 2003, the Board of Directors held eight meetings. All directors attended 75% or more of the total meetings of the Board of Directors and total meetings of the Committees of the Board of Directors on which they served. No member of any of the Committees is either an officer or employee of the Company and the members are independent as defined in Nasdaq listing standards.

      Compensation Committee. During the fiscal year ended February 28, 2003, the Compensation Committee was comprised of Messrs. Hoopis (Chairman) and Casari. As set forth in the Company’s Compensation Committee Charter, adopted February 19, 2003, the Compensation Committee’s functions include reviewing and approving the compensation of the Company’s Chief Executive Officer as well as making recommendations with respect to the compensation of the Company’s other officers and key employees, including the grant of options or other awards under the Company’s 1997 Stock Incentive Plan, as amended. During the fiscal year ended February 28, 2003, the Compensation Committee held three meetings.

      Audit Committee. During the fiscal year ended February 28, 2003, the Audit Committee was comprised of Messrs. Casari (Chairman), Hoopis and Fotheringham. As set forth in the Company’s Amended and Restated Audit Committee Charter, adopted February 19, 2003, a copy of which is

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      Nominating and Governance Committee. The Company’s Nominating and Governance Committee was established as of February 19, 2003 and is comprised of Messrs. Fotheringham (Chairman), Casari and Hoopis. As set forth in the Company’s Nominating and Governance Committee Charter, adopted February 19, 2003, the Nominating and Governance Committee’s functions include establishing criteria for selecting new directors, identifying individuals qualified to become board members, selecting or recommending director nominees and developing and recommending corporate governance principles for the Company. The Nominating and Governance Committee will consider stockholder proposals for nominees to the Board of Directors. For the procedures related to such stockholder proposals please see “Other Matters — Presented By Stockholders.”

Report of the Audit Committee

      The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management is responsible for the Company’s internal controls and reviewing the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

      During the fiscal year ended February 28, 2003, the Audit Committee met and held discussions with management and the Company’s independent accountants. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended February 28, 2003 with management and the independent accountants.

      The Audit Committee discussed with the independent accountants matters required to be discussed by Statement on Auditing Standards No. 61. The Company’s independent accountants also provided to the Audit Committee the written disclosure required by Independence Standards Board Standard No. 1 “Independence Discussions with Audit Committees.” The Committee discussed with the independent accountants the accounting firm’s independence and considered whether the non-audit services provided by the independent accountants are compatible with maintaining its independence.

      Based on the Audit Committee discussion with management and the independent accountants, and the Audit Committee’s review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended February 28, 2003 filed with the SEC.

      The Audit Committee recommended to the Board of Directors the selection of the Company’s independent accountants and, based on such recommendation, the Board of Directors has selected

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	THE AUDIT COMMITTEE
	OF THE BOARD OF DIRECTORS
	Harry L. Casari (Chairman)
	Michael P. Hoopis
	Vernon L. Fotheringham

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE COMPANY’S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), THAT MIGHT INCORPORATE BY REFERENCE PREVIOUS OR FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOREGOING REPORT OF THE AUDIT COMMITTEE AND ANY STATEMENTS REGARDING THE INDEPENDENCE OF THE AUDIT COMMITTEE MEMBERS SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

Fees Paid to Independent Auditors

      The aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements for the fiscal year ended February 28, 2003, and the reviews of the financial statements included in the Company’s Form 10-Qs for such fiscal year, were approximately $132,000.

      No fees were billed for professional services rendered by PricewaterhouseCoopers LLP for financial systems design and implementation services for the fiscal year ended February 28, 2003.

      The aggregate fees for professional services rendered by PricewaterhouseCoopers LLP other than the services referred to above were approximately $218,000 for the fiscal year ended February 28, 2003. The Company incurred such fees in connection with certain tax compliance and tax planning services, review of certain registration statements and advice from PricewaterhouseCoopers LLP. The Audit Committee considered whether providing these services is compatible with maintaining the independence of PricewaterhouseCoopers LLP.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information with respect to the beneficial ownership of the Common Stock as of June 1, 2003, for (i) each person who beneficially owned more than 5% of the Common Stock, (ii) each of the directors and Named Executive Officers (as defined in the “Summary of Executive Compensation” section below) and (iii) all directors and executive officers as a group. Except as otherwise indicated, beneficial ownership includes voting and investment power with respect to the shares shown.

Security Ownership Table

(1)	According to a Schedule 13G, dated as of January 10, 2003, filed with the Securities and Exchange Commission, Wellington Management Company, LLP, a Massachusetts limited liability company (“Wellington”), has sole voting power as to none of such shares, sole dispositive power as to none of such shares, shared voting power as to 1,810,000 of such shares and shared dispositive power as to 2,280,000 of such shares. Wellington is an Investment Advisor as defined in Section 13d-1(b)(1)(ii)(E), and a Parent Holding Company as defined in Rule 13d-1(b)(1)(ii)(G), of the Exchange Act. The mailing address of Wellington is 75 State Street, Boston, Massachusetts 02109.
(2)	According to a Schedule 13G, dated as of February 27, 2003, filed with the Securities and Exchange Commission, Austin W. Marxe and David M. Greenhouse (the “Principals”) have sole voting power as to none of such shares, sole dispositive power as to none of such shares, shared voting power as to 2,097,919 of such shares and shared dispositive power as to 2,097,919 of such shares. The Principals share voting and investment power over 378,019 shares of Common Stock owned by Special Situations Cayman Fund, L.P., 1,136,500 shares of Common Stock owned by Special Situations Fund III, L.P., and 583,400 shares of Common Stock owned by Special Situations Private Equity Fund, L.P. The mailing address of the Principals is 153 East 53rd Street, 55th Floor, New York, NY 10022.
(3)	According to a Schedule 13G, dated as of February 7, 2003, filed with the Securities and Exchange Commission, Connors Investor Services, Inc., a Delaware corporation (“Connors”), has sole voting power as to 863,900 of such shares, sole dispositive power as to 989,900 of such

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	shares, shared voting power as to none of such shares and shared dispositive power as to none of such shares. Connors is an Investment Advisor under Section 13d-1(b)(1)(ii)(E) of the Exchange Act. The mailing address of Connors is 1100 Berkshire Blvd., Wyomissing, PA 19610.
(4)	According to a Schedule 13G, dated as of February 3, 2003, filed with the Securities and Exchange Commission, Dimensional Fund Advisors Inc., a Delaware corporation (“Dimensional”), has sole voting power as to 927,800 of such shares, sole dispositive power as to 927,800 of such shares, shared voting power as to none of such shares and shared dispositive power as to none of such shares. Dimensional is an Investment Advisor under Section 13d-1(b)(1)(ii)(E) of the Exchange Act. The mailing address of Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.
(5)	The address for all directors and executive officers of the Company and the Company’s Employee Stock Ownership Plan (“ESOP”) Committee is c/o Meade Instruments Corp., 6001 Oak Canyon, Irvine, California 92618.
(6)	Includes 537,500 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003. Also includes 1,315,000 shares held by Steven G. Murdock, as Trustee of the Steven G. Murdock Trust u/a/d August 16, 2001. Excludes 1,866,391 shares held by the ESOP. Mr. Murdock is a member of the ESOP Committee and disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,866,391 shares owned by the ESOP were included, Mr. Murdock would be deemed to beneficially own 3,718,891 shares, or 18.78%. Mr. Murdock is not a participant in the ESOP. See footnote 17 below.
(7)	Includes 46,999 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003.
(8)	Includes 673,958 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003. Also includes 2,225,000 shares held by John C. Diebel, as Trustee of the Diebel Living Trust u/d/t dated January 12, 1995.
(9)	Includes 46,999 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003.

(10)	Includes 17,832 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003.
(11)	Includes 5,207 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003.
(12)	Includes 209,999 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003. Also includes 14,174 shares held by Mr. Peterson in an IRA account and 14,175 shares allocated to Mr. Peterson’s ESOP account as an ESOP participant. Mr. Peterson’s ESOP shares are fully vested. Excludes 1,866,391 shares held by the ESOP. Mr. Peterson is a member of the ESOP Committee and, other than as a participant, disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,866,391 shares owned by the ESOP were included, Mr. Peterson would be deemed to beneficially own 2,104,739 shares, or 10.63%. See footnote 17 below.
(13)	Includes 113,957 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003. Also includes 2,748 shares held by Mr. Davis in an IRA account and 13,295 shares allocated to Mr. Davis’ ESOP account as an ESOP participant. Mr. Davis’ ESOP shares are fully vested.
(14)	Includes 412,708 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003.
(15)	Includes 204,999 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003. Also includes 8,038 shares held by Mr. Christensen in an IRA account and 26,155 shares allocated to Mr. Christensen’s ESOP account as an ESOP participant. Mr. Christensen’s ESOP shares are fully vested. Excludes 1,866,391 shares held by the ESOP. Mr. Christensen is a member of the ESOP Committee and, other than as a participant,

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	disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,866,391 shares owned by the ESOP were included, Mr. Christensen would be deemed to beneficially own 2,105,583 shares, or 10.63% See footnote 17 below.
(16)	Unallocated shares of Common Stock held by the ESOP are voted by the trustee of the ESOP, Wells Fargo Bank, N.A. (the “Trustee”), as directed by the ESOP Committee. Each participant in the ESOP is entitled to direct the Trustee as to how to vote shares allocated to his or her ESOP account, irrespective of whether the participant’s shares are vested. Any allocated shares of Common Stock for which participants do not provide voting instructions are voted by the Trustee in the manner directed by the ESOP Committee. The ESOP Committee is comprised of Steven G. Murdock, the Company’s Chief Executive Officer, President and Secretary, Mark D. Peterson, the Company’s Senior Vice President and General Counsel, and Brent W. Christensen, the Company’s Senior Vice President — Finance and Chief Financial Officer. Mr. Murdock is not a participant in the ESOP. Each of the members of the ESOP Committee, other than as a participant with respect to Messrs. Peterson and Christensen, disclaims beneficial ownership of any of the shares owned by the ESOP. The Trustee’s address is 707 Wilshire Boulevard, Los Angeles, California 90017.
(17)	Includes 2,270,158 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2003. Also includes 14,174, 2,748 and 8,038 shares held by each of Messrs. Peterson, Davis and Christensen, respectively, in an IRA account. Also includes 14,175, 13,295 and 26,155 shares allocated to Messrs. Peterson’s, Davis’ and Christensen’s ESOP accounts, respectively, as ESOP participants. Messrs. Peterson’s, Davis’ and Christensen’s ESOP shares are fully vested. Excludes 1,866,391 shares held by the ESOP. Messrs. Murdock, Peterson and Christensen are members of the ESOP Committee and, other than as a participant with respect to Messrs. Peterson and Christensen, each disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,866,391 shares owned by the ESOP were included, all directors and officers as a group would be deemed to beneficially own 7,898,934 shares, or 39.88%. See footnotes 5 through 16 above.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Executive Compensation

      The following table sets forth certain summary information concerning the compensation paid to the Company’s Chief Executive Officer, the Company’s former Chief Executive Officer and the Company’s four other most highly compensated executive officers for the fiscal years ended February 28, 2003, February 28, 2002 and February 28, 2001, based on the cash compensation paid to executive officers of the Company during the 2003 fiscal year (collectively, the “Named Executive Officers”).

Summary Compensation Table

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Summary of Option Grants

      The following table provides certain summary information concerning grants of options to the Named Executive Officers during the 2003 fiscal year.

Option Grants in Last Fiscal Year

Summary of Options Exercised

      The following table provides certain summary information concerning the exercise of stock options by the Named Executive Officers during the 2003 fiscal year together with the fiscal year-end value of unexercised options.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      For the fiscal year ended February 28, 2003, the Company’s Compensation Committee consisted of Messrs. Michael P. Hoopis (Chairman) and Harry L. Casari. Neither of Messrs. Hoopis or Casari is, nor has either ever been, an officer or employee of the Company or any of its subsidiaries.

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REPORT OF THE COMPENSATION COMMITTEE

To: The Board of Directors

      As members of the Compensation Committee, it is our duty to review and oversee the Company’s overall compensation program for its senior management. The Compensation Committee oversees the administration of the Meade Instruments Corp. 1997 Stock Incentive Plan, as amended (the “Plan”). In addition, the Compensation Committee establishes the compensation and evaluates the performance of the Chief Executive Officer. The Compensation Committee is comprised entirely of non-employee directors.

      The primary philosophy of the Company regarding compensation is to offer a program which rewards each of the members of senior management commensurately with the Company’s overall growth and financial performance, including each person’s individual performance during the previous fiscal year. The Company’s compensation program for senior management is designed to attract and retain individuals who are capable of leading the Company in achieving its business objectives in an industry characterized by competitiveness, growth and change.

      The Company believes a substantial portion of the annual compensation of each member of senior management should relate to, and should be contingent upon, the financial success of the Company, as well as the individual contribution of each particular person to that success. As a result, a significant portion of the total compensation package consists of variable, performance-based components, such as bonuses and stock awards, which can increase or decrease to reflect changes in corporate and individual performance.

      The Compensation Committee establishes the compensation package for the Company’s Chief Executive Officer and reviews the compensation package of certain other members of senior management in light of information collected by the Compensation Committee regarding the compensation practices of similar companies. As of June 1, 2003, following the retirement of Mr. John C. Diebel, Mr. Steven G. Murdock was named Chief Executive Officer of the Company. The Compensation Committee considers various indicators of success on both a corporate and an individual level in determining the overall compensation package for Mr. Murdock and for other members of senior management. The Compensation Committee considers such corporate performance measures, among others, as revenue, operating income and earnings per share in its calculation of Mr. Murdock’s compensation.

      The Company’s annual compensation package for the Chief Executive Officer and the other members of senior management will typically consist of: (a) salary; (b) annual cash bonuses; and (c) long-term incentive or non-cash awards, primarily stock options. Mr. Diebel’s base salary for the 2003 fiscal year was based on his employment agreement with the Company (the “Diebel Employment Agreement”), pursuant to which he served as Chairman of the Board and Chief Executive Officer. The Employment Agreement established Mr. Diebel’s minimum annual base salary at $500,000 per year, subject to annual increases at the discretion of the Board of Directors. Effective June 1, 2003, the Board of Directors authorized and approved an Employment Agreement (the “Murdock Employment Agreement”) for Steven G. Murdock, pursuant to which Mr. Murdock would serve as the Company’s Chief Executive Officer, President and Secretary. Pursuant to this Employment Agreement, Mr. Murdock will receive a base salary of $450,000, subject to annual increases at the discretion of the Board of Directors. See “Employment Agreements” below.

      Neither Mr. Diebel nor Mr. Murdock received a cash bonus during the 2003 fiscal year because the performance-based components of their respective bonus agreements were not met during fiscal 2002. The bonus amounts paid to Messrs. Diebel and Murdock during the first quarter of fiscal 2004 were based primarily on the Company’s and each individual’s performances during fiscal 2003. The cash bonuses paid to Messrs. Diebel and Murdock during fiscal 2004 were $141,190 and $120,012, respectively.

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      For the Company’s performance during the 2004 fiscal year, the Company has entered into Performance Share Award Agreements (“Bonus Agreements”) with certain members of management and other key employees of the Company, including Mr. Murdock. Pursuant to these Bonus Agreements, these individuals will be entitled to receive cash bonus awards equal to a targeted percentage of each individual’s respective base salary (Mr. Murdock’s Bonus Agreement will entitle him to receive a cash bonus award ranging from 0% to 100% of his base salary with a target percentage of 50%). These cash bonus awards are based upon the Company and each respective officer achieving certain quantitative and qualitative financial and business objectives. For example, the amount of Mr. Murdock’s cash bonus award for fiscal 2004, if any, is based upon the Company achieving certain pre-tax income amounts together with Mr. Murdock satisfying certain qualitative key management objectives. The establishment of this Bonus Agreement, together with the determination of Mr. Murdock’s base salary, was determined to be appropriate by the Compensation Committee given the Company’s performance.

      The Compensation Committee reviews the cash compensation paid to the other members of senior management in a similar manner as that of the Chief Executive Officer. Each officer’s overall cash compensation is based upon the Company achieving certain financial objectives, together with each officer satisfying certain qualitative individual management objectives.

      The Plan provides the Company with the ability to periodically reward key employees with options to purchase shares of the Company’s Common Stock. These long-term incentives are designed to couple the interests of key employees with those of the stockholders of the Company. Stock option grants provide an incentive that focuses the individual’s attention on managing the Company from the perspective of an owner, with an equity stake in the business. The value of stock options is tied to the future performance of the Company’s Common Stock and provides value to the recipient only when the price of the Company’s Common Stock increases above the option grant price. Stock options reward management for long-term strategic planning through the resulting enhancement of share price. The Company believes that a compensation structure which includes the periodic granting of long-term incentives such as stock options helps to attract and retain senior managers with long-term management perspectives. During the 2003 fiscal year, the Company granted non-qualified stock options to various members of the Company’s management, including Messrs. Diebel and Murdock. The number of options granted to each member of senior management was determined in accordance with the relative position, seniority and contribution of each such officer. During the 2003 fiscal year, Messrs. Diebel and Murdock were granted options to purchase up to 100,000 shares and 80,000 shares, respectively, of the Company’s Common Stock.

      The Compensation Committee has considered the anticipated tax treatment of the Company regarding the compensation and benefits paid to the executive officers of the Company in light of the enactment of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The basic philosophy of the Compensation Committee is to strive to provide the executive officers of the Company with a compensation package which will preserve the deductibility of such payments for the Company. However, certain types of compensation payments and their deductibility (e.g., the spread on exercise of non-qualified options) depend upon the timing of an executive officer’s vesting or exercise of previously granted rights. Moreover, interpretations of and changes in the tax laws and other factors beyond the Compensation Committee’s control may affect the deductibility of certain compensation payments.

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      The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its other compensation objectives.

	THE COMPENSATION COMMITTEE
	OF THE BOARD OF DIRECTORS
	Michael P. Hoopis (Chairman)
	Harry L. Casari

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PERFORMANCE GRAPH

      The following graph shows a five-year comparison of cumulative total returns⁽¹⁾ for (i) the Company, (ii) the Nasdaq U.S. Composite Index and (iii) the Russell 2000 Index⁽²⁾.

      IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE PERFORMANCE.

      THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REGARDING COMPENSATION AND THE PERFORMANCE GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR THE EXCHANGE ACT, OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

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EMPLOYMENT AGREEMENTS

Employment Agreements

      The Company has employment agreements (the “Employment Agreements”) with each of the Named Executive Officers. The material terms of those Employment Agreements are as follows: The term of each of the Employment Agreements is one year which automatically renews unless otherwise notified by either party. The Employment Agreements provide for the payment of an annual base salary of not less than $450,000 for Mr. Murdock, $258,750 for Mr. Peterson, $238,050 for Mr. Davis, $225,000 for Mr. Gordon and $207,000 for Mr. Christensen. As of Mr. Diebel’s resignation on May 31, 2003, Mr. Diebel no longer has an Employment Agreement with the Company. The amount of these base salaries will be reviewed annually by the Compensation Committee. The Named Executive Officers are also entitled to participate in and be covered by all bonus, incentive and other employee health, insurance, 401K and other plans and benefits currently established for the employees of the Company. Except for Messrs. Murdock and Gordon, each of the Named Executive Officers is also entitled to participate in the Company’s ESOP. In addition, the Employment Agreements provide the Named Executive Officers with vacation benefits of three weeks per year and reimbursement of all business expenses. If the Company terminates a Named Executive Officer’s employment without cause, or if a Named Executive Officer terminates his employment under certain circumstances set forth in the Employment Agreement, then the Named Executive Officer shall be entitled to a lump sum payment equal to one year’s aggregate salary and benefits. If the Named Executive Officer is terminated for a disability, then such Named Executive Officer is entitled to receive 100% of his or her base salary (less any amount paid to such individual pursuant to any disability insurance or benefit plan provided by the Company) for up to 24 months. In the event of a change-in-control of the Company (as defined in the Employment Agreements), each Named Executive Officer would be entitled to the greater of (i) 2.99 times the Named Executive Officer’s highest aggregate annual amount of compensation (including base salary, bonus and additional benefits) during the preceding three fiscal years or (ii) 2.99 times the Named Executive Officer’s base salary and additional benefits, including the full targeted amount of any bonus or incentive agreement for the year in which the Named Executive Officer’s resignation or discharge occurs, subject to certain voluntary reductions based on the maximum amount allowable without penalty under Section 280G of the Code. In addition, a Named Executive Officer may not compete with the Company or solicit its customers or employees, during the term of the Employment Agreement or for one year after termination of employment.

Severance Agreements

      On April 21, 2003, the Company announced that John Diebel was resigning as Chairman and CEO as of May 31, 2003. In connection therewith, Steve Murdock became CEO of the Company as of June 1, 2003 and Harry Casari, a current member of the Board of Directors, became the Chairman of the Board.

      In connection with Mr. Diebel’s resignation, the Company and Mr. Diebel entered into a Transition Agreement pursuant to which, among other matters, Mr. Diebel agreed to act as a consultant to the Company until May 31, 2004. In exchange for such consulting services, the Company agreed to pay Mr. Diebel $20,833 per month from June 1, 2003 until May 31, 2004. In addition, the Company has agreed to pay for Mr. Diebel’s and his spouse’s medical insurance under the Company’s medical plan through July 31, 2003 and to pay for Mr. Diebel’s and his spouse’s COBRA benefits for a five-year period from July 31, 2003.

      In addition to the Transition Agreement referred to above, the Company and Mr. Diebel entered into a Registration Rights Agreement, pursuant to which the Company has agreed to register for resale by Mr. Diebel, all of Mr. Diebel’s current shares of the Company’s common stock. In addition, the Company has agreed, subject to certain limits set forth in the Registration Rights Agreement, to pay for the expenses related to the registration of such shares.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      See “Employment Agreements — Severance Agreements” above for a description of the Transition Agreement and Registrations Rights Agreement, each dated as of April 18, 2003, by and between the Company and John C. Diebel, the Company’s former Chairman and CEO.

BENEFIT PLANS

      Employee Stock Ownership Plan. The Board of Directors adopted the Employee Stock Ownership Plan (“ESOP”) effective March 1, 1996, as amended and restated effective January 1, 1999, as amended. The purpose of the ESOP is to enable participating employees to share in the growth and prosperity of the Company and to provide an opportunity for participating employees to accumulate capital for their future economic advantage by receiving beneficial ownership of the Company’s Common Stock in proportion to their relative compensation. The ESOP is intended to be a stock bonus plan that is qualified under Section 401(a) of the Code. Except for certain officers of the Company, all employees who have completed at least six months of service with, and who work a minimum of 1,000 hours a year for, the Company are eligible to participate in the ESOP. Generally, a participant becomes fully vested in contributions to the ESOP upon completion of three years of service with the Company or its affiliates. Under the Company’s ESOP, the Company matches 100% (in the form of Common Stock) of the amount deferred by employees under the 401(k) Plan, up to 4% of each employee’s annual compensation, subject to certain limits as regulated by the Code. This matching contribution vests according to the provisions of the Company’s ESOP.

      Distributions from the ESOP are generally made to vested participants following termination of employment, but in certain circumstances, the ESOP allows vested participants to receive in-service distributions of up to 50% of the aggregate shares allocated to a vested participant’s account. Shares of Common Stock allocated to participants’ accounts are voted in the manner directed by such participants, irrespective of whether the participants’ shares are vested. The ESOP Committee directs the voting of unallocated shares and shares for which participants do not provide voting instructions.

      1997 Stock Incentive Plan. The Company and its stockholders adopted the Company’s 1997 Stock Incentive Plan (the “Plan”) in February 1997 and approved amendments thereto in 1998, 1999 and 2001. The Plan provides a means to attract and retain key employees (including officers, whether or not directors) of the Company and its subsidiaries and to promote the success of the Company.

      Under the Plan, awards consist of any combination of stock options (incentive or non-qualified), restricted stock, stock appreciation rights and performance share awards. The number of shares of Common Stock that may be issued under the Plan is 5,500,000. Awards under the Plan may be made to any officer or key employee of the Company and to consultants to the Company whether or not such consultants are employees. Participants in the Plan are selected by the Compensation Committee. The Compensation Committee is selected by the Board of Directors and is empowered to determine the terms and conditions of each award made under the Plan.

      The Plan also provides for the automatic granting of stock options to non-employee directors. Each time a new non-employee director is elected, a stock option to purchase 5,000 shares of Common Stock will be automatically granted to such non-employee director at the then fair market value of the Common Stock. In addition, non-employee directors will receive an additional grant of 5,000 options on the date of each Annual Meeting of Stockholders preceding a year in which such director will continue in office, provided that a new non-employee director will only receive one automatic grant during the calendar year in which such director is elected. All options granted to non-employee directors will be non-qualified stock options. The option exercise price will be the fair market value of the Common Stock as of the date of the grant.

      401(k) Plan. The Company maintains a 401(k) Plan which is qualified under Section 401(k) of the Code for all employees of the Company who have completed at least six months of service with the Company and are at least 21 years of age. The 401(k) Plan is designed for all eligible employees to save

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act requires that the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. Directors, officers, and greater than 10% stockholders are required by the Securities and Exchange Commission to furnish the Company with copies of the reports they file.

      Based solely on its review of the copies of such reports and written representations from certain reporting persons that certain reports were not required to be filed by such persons, the Company believes that all of its directors, executive officers and greater than 10% beneficial owners complied with all filing requirements applicable to them with respect to transactions during the 2003 fiscal year.

ANNUAL REPORT

      A copy of the Company’s 2003 Annual Report, containing audited consolidated balance sheets as of February 28, 2002 and February 28, 2003, and the related consolidated statements of income, of stockholders’ equity, and of cash flows for the three years ended February 28, 2003, accompanies this Proxy Statement. Upon written request, the Company will send you, without charge, a copy of its Annual Report on Form 10-K (without exhibits) for the fiscal year ended February 28, 2003, which the Company has filed with the Securities and Exchange Commission. Copies of exhibits to the Form 10-K are available, but a reasonable fee per page will be charged to the requesting stockholder. Stockholders may make requests in writing to the Company’s Stockholders’ Communications Department, c/o Meade Instruments Corp., 6001 Oak Canyon, Irvine, California 92618.

PROPOSALS OF STOCKHOLDERS

      For stockholder proposals to be considered for inclusion in the proxy materials for the Company’s 2004 Annual Meeting of Stockholders, they must be received by the Secretary of the Company no later than February 4, 2004.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

      PricewaterhouseCoopers LLP are the independent accountants for the Company for the fiscal year ended February 28, 2003 and have reported on the Company’s consolidated financial statements included in the Annual Report of the Company which accompanies this Proxy Statement. The Company’s independent accountants are appointed by the Board of Directors. The Board of Directors has reappointed PricewaterhouseCoopers LLP as the Company’s independent accountants for the fiscal year ending February 29, 2004. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of Stockholders and will have an opportunity to make a statement at the Annual Meeting. The representatives will also be available to respond to appropriate questions.

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OTHER MATTERS

Presented By Management

      At the time of the preparation of this Proxy Statement, the Board of Directors knows of no other matters which will be acted upon at the Annual Meeting. If any other matters are presented for action at the Annual Meeting or at any adjournment thereof, it is intended that the proxies will be voted with respect thereto in accordance with the best judgment and in the discretion of the proxy holders.

Presented By Stockholders

      The Company’s Bylaws contain certain advance notice procedures which stockholders must follow to submit proposals for consideration at future stockholder meetings, including the nomination of persons for election as directors. Such items of business must be submitted in writing to the Secretary of the Company at the Company’s headquarters (address shown on Page 1 of this Proxy Statement) and must be received not less than 60 days nor more than 90 days prior to the scheduled Annual Meeting date. Thus, unless the Company discloses a change in the scheduling of the next Annual Meeting, July 8, 2004, stockholder proposals for consideration at that meeting must be received by the Secretary of the Company by May 9, 2004. If the scheduled meeting date is changed and the Company does not provide at least 70 days’ advance notice or public disclosure of the change, then stockholders have until the close of business on the 10th day after the date the Company gave notice or publicly disclosed the changed date of the Annual Meeting in which to submit proposals. In addition, the notice must meet all requirements contained in the Company’s Bylaws. Stockholders may contact the Secretary of the Company at the Company’s headquarters for a copy of the relevant Bylaw provision regarding requirements for making stockholder proposals and nominating director candidates.

	By Order of the Board of Directors
	Mark D. Peterson
	Senior Vice President and General Counsel

Irvine, California

     IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.

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EXHIBIT A

AMENDED AND RESTATED CHARTER OF THE

      This Amended and Restated Charter of the Audit Committee is adopted by the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Meade Instruments Corp., a Delaware corporation (the “Company”), on February 19, 2003. This charter shall be reviewed, reassessed and approved annually by the Board.

	1.	Purpose. The purpose of the Committee is to assist the Board in overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company, including (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent public accountants’ qualifications and independence, and (d) the performance of the Company’s independent public accountants.
		While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”) and applicable rules and regulations. These are the responsibilities of management and the independent public accountants.
	2.	Membership. The Committee will be comprised of three or more directors of the Company’s Board. All members of the Committee will be directors who meet the knowledge requirements and the independence requirements as set forth on Exhibit A. The members of the Committee will be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee and may be removed by the Board in its discretion. The Board or the Audit Committee shall appoint one member of the Committee as chairperson, who shall be responsible for leadership of the committee. At least one member of the Committee must qualify as a “financial expert” as described in Exhibit A, and the Company must disclose in the periodic reports required by Section 13(a) of the Securities Exchange Act of 1934 (the “Act”) whether or not it has at least one member who is a financial expert as described on Exhibit A.
	3.	Specific Responsibilities and Duties. The Board delegates to the Committee the express authority to do the following:

      3.1     Independent Public Accountants.

	(a)	Selection; Fees. Be solely responsible for the appointment, compensation and oversight of the work of the independent public accountants (including resolution of disagreements between management and the independent public accountant regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and, where appropriate, the termination and replacement of such firm. Such independent public accountants shall report directly to and be ultimately accountable to the Committee.

	(b)	Scope of Audit. Review, evaluate and approve the annual engagement proposal of the independent public accountants (including the proposed scope and approach of the annual audit).

	(c)	Pre-Approval of Audit and Non-Audit Services. Pre-approve all auditing services and all non-auditing services to be performed by the independent public accountants. The independent public accountants shall not be retained to perform the prohibited non-audit functions listed on Exhibit B. Such pre-approval can be given as part of the

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		Committee’s approval of the scope of the engagement of the independent public accountants or on an individual basis. The approved non-auditing services must be

		disclosed in the Company’s periodic public reports required by Section 13(a) of the Act. The pre-approval of non-auditing services can be delegated by the Committee to one or more of its members, but the decision must be presented to the full Committee at the next scheduled meeting.

	(d)	Lead Audit Partner Review, Evaluation and Rotation. Review and evaluate the lead partner of the independent public accountant. Ensure that the lead audit partner having primary responsibility for the audit and the reviewing audit partner of the independent public accountants are rotated at least every five years.
	(e)	Audit Team. Review the experience and qualifications of the senior members of the independent public accountants’ team.

	(f)	Hiring Policies. Set forth clearly the Company’s policies for hiring employees and former employees of the independent public accountants.

	(g)	Review Problems. Review with the independent public accountants any audit problems or difficulties the independent public accountants may have encountered and management’s responses, including: (i) any restrictions on the scope of activities or access to requested information and (ii) any recommendations made by the independent public accountants as a result of the audit.

	(h)	Related Party Transactions. Review and approve all related-party transactions.

      3.2     Financial Reporting.

	(a)	Annual Financials. Review and discuss with management and the independent public accountants the Company’s annual audited financial statements, (including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), any unusual or non-recurring items, the nature and substance of significant reserves, the adequacy of internal controls and other matters that the Committee deems material prior to the public release of such information. Obtain from the independent public accountants assurance that the audit was conducted in a manner consistent with Section 10A of the Act, as amended. Recommend to the Board whether the annual audited financial statements should be included in the Company’s Annual Report on Form 10-K.

	(b)	Quarterly Financials. Review and discuss with management and the independent public accountants the Company’s quarterly financial statements (including the Company disclosure under Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and the results of the independent public accountants’ reviews of the quarterly financial statements), prior to the public release of such information.

	(c)	Accounting Principles. Review with management and the independent public accountants material accounting principles applied in financial reporting, including any material changes from principles followed in prior years and any items required to be communicated by the independent public accountants in accordance with AICPA Statement of Auditing Standards (“SAS”) 61.

	(d)	Judgments. Review reports prepared by management and by the independent public accountants of significant accounting and financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including an analysis of the effect of alternative GAAP methods and off-balance-sheet structures on the Company’s financial statements and a description of any transaction as to which management obtained an SAS No. 50 letter.

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	(e)	Press Releases. Discuss and review with management earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. A going concern qualification in an audit opinion must be disclosed through the issuance of a press release.

	3.3	Risk Assessment and Risk Management. Discuss policies with respect to risk assessment and risk management periodically with the management and independent public accountants, and the Company’s plans to monitor, control and minimize such risks and exposures.
	3.4	Financial Reporting Processes.

	(a)	Internal and External Controls. In consultation with the independent public accountants and the Company’s financial and accounting personnel, review the integrity, adequacy and effectiveness of the Company’s accounting and financial controls, both internal and external, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable.
	(b)	Consider Changes. Consider and approve, if appropriate, major changes to the Company’s accounting principles and practices as suggested in writing by the independent public accountants or management.
	(c)	Reports. Obtain and review timely reports from the independent public accountants regarding:

	(i)	all critical accounting policies and practices to be used by the Company;
	(ii)	all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent public accountants; and
	(iii)	all other material written communications between the independent public accountants and management, including any management letter or schedule of unadjusted differences.

	3.5	Legal and Regulatory Compliance.

	(a)	SEC Report. Prepare the annual report included in the Company’s proxy statement as required by the proxy rules under the Act.

	(b)	Complaints. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters.

	3.6	Other.

	(a)	Recommendations; Reports. Regularly report to the Board on the Committee’s activities and make appropriate recommendations.
	(b)	Evaluation. Annually evaluate the performance of the Committee.
	(c)	Review and Publication of Charter. Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board, as appropriate, and publish the Charter as required by applicable law.

      4. Meetings, Minutes, and Reports.

	4.1	Executive Sessions. The Committee shall meet with the independent public accountants and management in separate executive sessions regularly (with such frequency as it

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		determines) to discuss any matters that the Committee or these groups believe should be discussed privately.
	4.2	Other Meetings. Other meetings will be with such frequency, and at such times, as its Chairperson, or a majority of the Committee, determines, but shall meet at least quarterly. A special meeting of the Committee may be called by the Chairperson and will be called promptly upon the request of any two Committee members. The agenda of each meeting will be prepared by the Chairperson and circulated to each member prior to the meeting date. Unless the Committee or the Board adopts other procedures, the provisions of the Company’s Bylaws applicable to meetings of Board committees will govern meetings of the Committee.
	4.3	Minutes. Minutes of each meeting will be kept.

	5.	Subcommittees. The Committee has the power to appoint and delegate matters to subcommittees, but no subcommittee will have any final decision-making authority on behalf of the Board or the Committee.
	6.	Reliance; Experts; Cooperation.

	6.1	Retention of Independent Counsel and Advisors. The Committee has the power, in its sole discretion, to retain at the Company’s expense such independent counsel, advisors and experts as it deems necessary or appropriate to carry out its duties.
	6.2	Reliance Permitted. The Committee will act in reliance on management, the Company’s independent public accountants, and advisors and experts, as it deems necessary or appropriate to enable it to carry out its duties.
	6.3	Investigations. The Committee has the power, in its discretion, to conduct any investigation it deems necessary or appropriate to enable it to carry out its duties.
	6.4	Required Participation of Employees. The Committee shall have unrestricted access to the Company’s employees, independent public accountants, internal and outside counsel, and may require any employee of the Company or representative of the Company’s outside counsel or independent public accountants to attend a meeting of the Committee or to meet with any members of the Committee or representative of the Committee’s counsel, advisors or experts.

	7.	Rules and Procedures. Except as expressly set forth in this Charter or the Company’s By-laws or Corporate Governance Guidelines, or as otherwise provided by law or the rules of the NASDAQ Stock Exchange, the Committee shall fix its own rules and procedures.

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EXHIBIT A

Independence requirements

	•	The Board must affirmatively determine that the director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

	•	A director cannot be on the Committee if he or she is currently employed by the Company or any of its affiliates or has been in any of the past three years.
	•	A director who accepts payments or who has a non-employee family member who accepts payments (including political contributions) from the Company or any of its affiliates in excess of $60,000 during the current or previous fiscal year, other than for Board service, benefits under a tax-qualified retirement plan or non-discretionary compensation, cannot be on the Committee until three years after the end of such payments.
	•	A director cannot be on the Committee if he or she is an immediate family member of an individual who is, or has been in any of the past three years, employed by the Company or any of its affiliates as an executive officer. Immediate family includes a person’s spouse, parent, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and anyone who resides in such person’s home.
	•	A director cannot be on the Committee if the company makes payments to an entity (including not-for-profits) where the director is an executive officer and such payments exceed the greater of $200,000 or five percent of either the Company’s or the entity’s gross revenues, whichever is more, in the current or any of the past three years.
	•	A director cannot be on the Committee if he or she is, or in the past three years has been, part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that employs the director.
	•	A director who is a former partner or employee of the independent auditors who worked on the Company’s audit engagement cannot be on the Committee until three years after the end of the auditing relationship.

	•	Director and committee fees are the only compensation a Committee member may receive from the Company.
	•	A director cannot be on the Committee if he or she is deemed to be an affiliated person of the Company or any subsidiary. A director cannot be on the Committee if he or she owns or controls more than 20% of the Company’s voting securities.

Knowledge requirements

	•	All Committee members must be able to read and understand financial statements at the time of their appointment.
	•	At least one member must be a “financial expert”, considering whether a member has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller or principal accounting officer of an issuer or from a position involving the performance of similar functions, sufficient financial expertise in the accounting and auditing areas specified in the Sarbanes-Oxley Act.

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EXHIBIT B

PROHIBITED NON-AUDIT SERVICES

1.	Bookkeeping or other services related to the accounting records or financial statements of the Company;

2. Financial information systems design and implementation;

3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

4. Actuarial services;

5. Management functions or human resources;

6. Broker or dealer, investment advisor, or investment banking services;

7. Legal services and expert services unrelated to the audit; and

8.	Any other services that the Public Company Accounting Oversight Board to be formed pursuant to the Sarbanes-Oxley Act of 2002 determines, by regulation, is impermissible.

A-6

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MEADE INSTRUMENTS CORP.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Mark D. Peterson and Robert L. Davis, and each of them, proxies with full power of substitution, to vote all shares of Common Stock of Meade Instruments Corp. (the “Company”) held of record by the undersigned on May 20, 2003, the record date with respect to this solicitation, at the Annual Meeting of Stockholders of the Company to be held at the Hyatt Regency Hotel, 17900 Jamboree Road, Irvine, CA 92614, beginning at 10:00 A.M., local time on Thursday, July 10, 2003, and at any adjournment thereof, upon the following matters:

(Continued and to be signed on the reverse side)

PLEASE SIGN AND DATE ON AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

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- DETACH PROXY CARD HERE -

1. Board of Directors recommends a vote FOR the nominees.

2. OTHER MATTERS

In their discretion, the proxies are authorized to vote upon such business as may properly come before the meeting and at any adjournment thereof.