As filed with the Securities and Exchange Commission on August 12, 2004.

Registration No.            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under The Securities Act of 1933

AXSYS TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization) 11-1962029
(I.R.S. Employer Identification No.)

175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067
(Address of Principal Executive Offices Including Zip Code)

Axsys Technologies, Inc. 401(k) Retirement Plan
(Full Title of the Plan)

David A. Almeida
Vice President, Chief Financial Officer, Secretary and Treasurer
Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067
(860) 257-0200
(Name , Address and Telephone Number of Agent For Service)

Copies To:
Lisa K. Kunkle, Esq.
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
(216) 586-3939

CALCULATION OF REGISTRATION FEE

Title of		Proposed Maxi-	Proposed Maxi-	Amount of
Securities to	Amount to be	mum Offering	mum Aggregate	Registration
be Registered	Registered(1)(2)	Price Per Share(3)	Offering Price (3)	Fee
Common Stock, par value $0.01 per share	175,000	$13.68	$2,394,000	$303.32

(1) Represents shares of common stock of the Registrant, par value $0.01 per share (“Common Stock”), issuable pursuant to the Axsys Technologies, Inc. 401(k) Retirement Plan (the “Plan”) being registered hereon.

(2) Pursuant to Rule 416(c) of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers an indeterminate number of interests to be offered or sold pursuant to the Plan.

(3) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the NASDAQ National Market System on August 9, 2004, within five business days prior to filing.

TABLE OF CONTENTS

EX-5 Opinion of Counsel

EX-23.1 Consent of Independent Auditors

EX-24 Power of Attorney

     The Registrant filed with the Securities and Exchange Commission the following Registration Statements on Form S-8 relating to shares of Common Stock to be offered and sold under the Plan and, pursuant to General Instruction E to Form S-8, the contents of such Registration Statements are incorporated by reference in this Registration Statement: (1) Registration Statement on Form S-8 filed June 6, 1994 (File No. 33-79996 and (2) Post-Effective Amendment No. 1 to Form S-8 filed June 29, 2004 (File No. 33-79996). This registration statement on Form S-8 is filed for the purpose of registering an additional 175,000 shares of Common Stock of the Registrant under the Plan.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Description
5	Opinion of Counsel.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Counsel (Included in Exhibit 5).
24	Power of Attorney.

     The Registrant will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.

[Signatures on following page]

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SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Rocky Hill, State of Connecticut, on August 12, 2004.

AXSYS TECHNOLOGIES, INC.
By:	/s/ David A. Almeida
	David A. Almeida
	Vice President, Chief Financial Officer, Secretary and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Date: August 12, 2004	* Stephen W. Bershad Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Date: August 12, 2004	/s/ David A. Almeida David A. Almeida Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)
Date: August 12, 2004	*
	Anthony J. Fiorelli, Jr. Director
Date: August 12, 2004	*
	Eliot M. Fried Director
Date: August 12, 2004	* Richard F. Hamm, Jr. Director
Date: August 12, 2004	* Robert G. Stevens Director

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*This registration statement has been signed on behalf of the above officers and directors by David A. Almeida, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24 to this registration statement.

DATED: August 12, 2004	By:	/s/ David A. Almeida
		David A. Almeida
		Attorney-in-Fact

     The Plan. Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Rocky Hill, State of Connecticut, on August 12, 2004.

AXSYS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
By:	/s/ Katherine A. Bownes
	Name:	Katherine A. Bownes
	Title:	Corporate Executive Administrator and 401(k) Administrator

EXHIBIT INDEX

Exhibit Number	Description
5	Opinion of Counsel.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Counsel (Included in Exhibit 5).
24	Power of Attorney.

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