11-K/A

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K/A
(Amendment No. 1)

(Mark one)
ý	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
o	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to

Commission file number 0-16182

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

Axsys Technologies, Inc. 401(k) Retirement Plan and Trust

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, CT 06067

REQUIRED INFORMATION

The following financial statements shall be furnished for the plan:

Axsys Technologies, Inc. 401(k) Retirement Plan and Trust Financial Statements and Supplemental Schedule

Report of Independent Auditors

Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001

Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2002 and 2001

Notes to Financial Statements

Schedule of Assets Held for Investment Purposes At End of Year

This Form 11-K/A is being filed for the sole purpose of amending footnote #4 of the financial statements, the "Reconciliation of Financial Statements to Form 5500" that appeared on page 6 of the Form 11-K, which was originally filed on June 27, 2003.

AXSYS TECHNOLOGIES, INC.

401 (K) RETIREMENT PLAN & TRUST

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

FOR THE YEARS ENDED DECEMBER 31, 2002 and 2001

WITH REPORT OF INDEPENDENT AUDITORS

AXSYS TECHNOLOGIES, INC.
401 (K) RETIREMENT PLAN & TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
YEAR ENDED DECEMBER 31, 2002

CONTENTS

	Page
Report of Independent Auditors	1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits	2
Statements of Changes in Net Assets Available for Plan Benefits	3
Notes to Financial Statements	4
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year	8

Report of Independent Auditors

Plan Investment Committee
Axsys Technologies, Inc. 401(k) Retirement Plan and Trust

        We have audited the accompanying statements of net assets available for plan benefits of Axsys Technologies, Inc. 401(k) Retirement Plan and Trust (the "Plan") as of December 31, 2002 and 2001, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 2002 and 2001 and the changes in its net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.

        Our audits were performed for the purpose of forming an opinion on the 2002 and 2001 financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 2002, is presented for purposes of additional analysis and are not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

Ernst & Young LLP
Hartford, Connecticut
May 28, 2003

1

AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

		December 31,
		2002		2001
Assets
Investments at Fair Value		$	19,481,228	$	21,702,363
Contributions receivable:
	Employees		134,795		164,566
	Employer		183,958		207,710
Total contributions receivable			318,753		372,276
Net assets available for plan benefits		$	19,799,981	$	22,074,639

See accompanying notes

2

AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2002

		Axsys Stable Value		Fidelity Growth Company			Fidelity Investment Grade Bond			Fidelity Balanced			Fidelity Blue Chip Growth			Fidelity Equity Income II			Fidelity Stock Selector			Fidelity Diversified Internat'l			Fidelity Freedom 2020			Fidelity Freedom 2030			Spartan US Eqty Index			Retirement Money Market		Loans			Loans in Default			Axsys Technologies Stock			Contribution Receivable			Total
Additions:
	Contributions—Employees	$	172,811	$	307,850		$	126,110		$	156,870		$	341,111		$	62,387		$	66,190		$	78,051		$	118,026		$	93,386		$	145,816		$	—	$	—		$	—		$	—		$	(29,771	)	$	1,638,837
	Contributions—Employer, net		81,227		150,654			32,604			73,955			161,934			23,083			31,030			35,077			68,748			53,721			54,537			359		—			—			72,189			(23,752	)		815,366
	Interest and dividend income		284,584		5			64,557			69,630			16,452			4,071			3,671			6,701			11,276			5,035			10,845			900		—			—			—			—			477,727
	Exchange in		288,154		160,409			580,760			140,413			88,065			143,125			23,055			59,639			22,716			292			39,079			—		—			—			—			—			1,545,707
	Loan repayment (principal and interest)		110,265		89,586			51,343			49,174			113,335			18,192			15,403			15,818			81,941			51,230			28,388			—		(537,404	)		582			—			—			87,853
	Forfeiture credit							29,824																																									29,824
Deductions:
	Realized loss/ (gain)		—		70,415			(7,629	)		61,492			164,957			3,561			39,816			20,788			4,141			11,443			36,151			—		—			—			34,324			—			439,459
	Distributions		600,959		94,576			195,251			207,728			382,704			11,918			54,773			129,292			3,435			31,112			151,363			876		217,710			(8,769	)		96,263			—			2,169,191
	Administrative fee		7,168		1,421			15,116			3,968			5,171			663			376			255			1,266			1,032			1,635			11		—			—			84						38,166
	Exchange out		35,325		81,706			222,729			378,446			407,480			2,738			126,415			148,378			10,865			24,855			97,003			—		—			—			9,767			—			1,545,707
	Loan withdrawals		241,095		17,950			29,091			40,464			63,889			9,248			25,388			22,812			27,066			12,521			10,080			—		(499,604	)		—			—			—			—
	Net increase/(decrease) in net assets available for plan benefits		52,494		442,436			430,640			(202,056	)		(303,304	)		222,730			(107,419	)		(126,239	)		255,934			122,701			(17,567	)		372		(255,510	)		9,351			(68,249	)		(53,523	)		402,791
	Unrealized (depreciation)/ appreciation		—		(299,194	)		24,249			(264,855	)		(1,239,280	)		(38,657	)		(254,901	)		(94,187	)		(75,980	)		(53,945	)		(166,121	)		—		—						(214,578	)					(2,677,449	)
	Net assets available for plan benefits, beginning of year	$	4,768,857	$	916,814		$	888,569		$	2,984,049		$	5,572,192		$	98,966		$	1,375,082		$	1,112,826		$	409,953		$	295,417		$	866,787		$	1,481	$	1,280,227			—		$	1,131,143		$	372,276		$	22,074,639
	Net assets available for plan benefits, end of year	$	4,821,351	$	1,060,056		$	1,343,458		$	2,517,138		$	4,029,608		$	283,039		$	1,012,762		$	892,400		$	589,907		$	364,173		$	683,099		$	1,853	$	1,024,717		$	9,351		$	848,316		$	318,753		$	19,799,981

FOR THE YEAR ENDED DECEMBER 31, 2001

		Axsys Stable Value			Fidelity Growth Company			Fidelity Investment Grade Bond			Fidelity Balanced			Fidelity Blue Chip Growth			Fidelity Equity Income II			Fidelity Stock Selector			Fidelity Diversified Internat'l			Fidelity Freedom 2020			Fidelity Freedom 2030			Spartan US Eqty Index			Retirement Money Market			Loans			Axsys Technologies Stock			Contribution Receivable			Total
Additions:
	Contributions—Employees	$	129,237		$	438,606		$	120,550		$	186,431		$	475,975		$	62,551		$	79,879		$	121,018		$	150,115		$	118,552		$	188,464		$	103		$	—		$	—		$	(1,641	)	$	2,069,840
	Contributions—Employer, net		60,041			186,448			90,359			79,301			179,515			19,613			28,464			48,577			81,051			68,173			51,405			33			—			88,853			(23,516	)		958,317
	Interest and dividend income		301,960			1,971			48,112			116,126			8,748			4,173			9,060			794			14,647			10,300			10,054			65			—			—			—			526,010
	Exchange in		363,745			92,187			201,550			366,108			39,835			21,340			28,927			13,918			19,056			—			73,534			—			—			—			—			1,220,200
	Loan repayment (principal and interest)		54,235			112,390			54,261			59,359			108,638			6,934			17,098			16,608			83,903			45,981			34,320			(24	)		(499,806	)		—			—			93,897
Deductions:
	Realized loss/ (gain)		—			45,859			(6,122	)		5,255			159,542			2,436			28,536			29,575			4,288			2,287			18,416			—			—			105,475			—			395,547
	Distributions		530,278			57,165			105,622			198,553			500,208			5,113			41,748			114,657			15,269			4,799			138,691			168			92,973			114,916			—			1,920,160
	Administrative fee		15,628			1,587			12,752			3,869			4,708			586			700			155			975			497			1,656			11						256						43,380
	Exchange out		152,576			30,357			252,056			116,502			332,034			20,643			81,206			111,485			2,495			1,822			114,569			—			—			4,455			—			1,220,200
	Loan withdrawals		286,611			17,381			47,947			76,974			114,699			4,977			23,288			9,925			11,865			8,349			38,888			—			(640,904	)		—			—			—
	Net increase/(decrease) in net assets available for plan benefits		(75,875	)		679,253			102,577			406,172			(298,480	)		80,856			(12,050	)		(64,882	)		313,880			225,252			45,557			(2	)		48,125			(136,249	)		(25,157	)		1,288,977
	Unrealized (depreciation)/appreciation		—			(105,437	)		12,319			(49,007	)		(1,002,417	)		(6,032	)		(217,230	)		(144,100	)		(29,808	)		(27,454	)		(87,917	)		—			—			(1,859,325	)					(3,516,408	)
	Net assets available for plan benefits, beginning of year	$	4,844,732		$	342,998		$	773,673		$	2,626,884		$	6,873,089		$	23,646		$	1,594,542		$	1,313,577		$	125,881		$	97,619		$	891,854		$	1,483		$	1,227,050		$	3,126,717		$	397,433		$	24,261,178
	Transfer in from affiliated plan		—			—			—			—			—			496			9,820			8,231			—			—			17,293			—			5,052			—			—			40,892
	Net assets available for plan benefits, end of year	$	4,768,857		$	916,814		$	888,569		$	2,984,049		$	5,572,192		$	98,966		$	1,375,082		$	1,112,826		$	409,953		$	295,417		$	866,787		$	1,481		$	1,280,227		$	1,131,143		$	372,276		$	22,074,639

See accompanying notes

3

AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN & TRUST
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2002

1. DESCRIPTION OF THE PLAN

        Axsys Technologies, Inc. ("The Company") has maintained the Axsys Technologies, Inc. 401K Retirement Plan and Trust (the "Plan"), which qualifies under section 401(a) and 401(k) of the Internal Revenue Code, since April 1, 1985. All employees who are not members of collective bargaining groups and who are 21 years of age or older and have completed six months of continuous employment, are eligible to participate in the Plan.

        During 2002, the Company sold three divisions. To date, thirty-one former employees have withdrawn from the Plan.

        Effective April 2, 2001, the Automation Engineering, Inc. 401(k) Profit Sharing Plan was merged into the Plan. The net assets of the plan at the date of transfer were $40,892.

        Effective September 1, 2000, the Company amended and restated the Plan pursuant to an Adoption Agreement adopting the Fidelity CORPORATE plan for Retirement Prototype Basic Plan Document. The Company has appointed Fidelity Management Trust Company ("Fidelity") as trustee of a separate trust established pursuant to the Fidelity Plan effective as of September 1, 2000 (the "Fidelity Trust"). Fidelity will be the trustee of all Plan assets, other than the guaranteed interest accounts under the New England Life Insurance Company annuity contracts, which Deposit Funds and guaranteed interest accounts will, effective September 1, 2000, comprise part of the Axsys Stable Value Fund along with certain assets in the Fidelity Trust (the transferred assets being referred to as "Transferred Assets" and the remaining assets being referred to as the "Insurance Contracts"). Stephen W. Bershad and David A. Almeida continue to be the co-trustees of the Insurance Contract Trust, which, effective September 1, 2000, holds assets exclusively attributable to the Insurance Contracts.

        In connection with the amendment and restatement of the Plan, the Company intends to maintain the Insurance Contract Trust separately from the Fidelity Trust until the maturity or liquidation of the Insurance Contracts or participant withdrawals or participant-directed investment transfers from the Axsys Stable Value Fund to another investment fund, at which time those assets will be transferred to the Fidelity Trust (unless otherwise directed by the Investment Committee).

        Once all assets attributable to the Insurance Contracts are transferred to the Fidelity Trust or otherwise are distributed to satisfy withdrawals from the Axsys Stable Value Fund, Stephen W. Bershad and David A. Almeida will no longer serve as co-trustees of the Insurance Contract Trust.

        Although the Plan assets will be held in two separate trusts, the Plan is a "single plan" as described in Treasury Regulation Section 1.414(l)-1(b)(1) and all assets of both the Insurance Contract Trust and the Fidelity Trust will be available to pay benefits to participants and beneficiaries of the Plan.

        Participating employees may elect to defer a portion of their compensation and contribute it to the Plan on a pre-tax basis. The minimum allowable contribution under the Plan is 1% of annual gross pay. The maximum contribution to the Plan is limited by the Tax Reform Act of 1986 and was $11,000 in 2002 and $10,500 in 2001. The Company matched 100% of the first 3% contributed and 50% of the next 2% contributed, for a maximum of 4% during 2002 and 2001.

        Employees participating in the Plan are eligible to receive a benefit upon their normal retirement date, early retirement date, or disability retirement date equal to the amount in their individual

4

accounts. Participant contributions and related investment returns are 100% vested. Employer matching contributions and related investment returns vest as follows:

Completed years of service	Percentage Vested
less than 1	0%
1	25%
2	50%
3	75%
4	100%

        Participants are eligible to borrow from their vested accounts in accordance with the Plan provisions. The maximum amount of any loan is the lesser of (a) $50,000 or (b) one-half of the participant's vested balance but not less than $1,000. Only one loan can be received per plan year and no more than two loans may be outstanding at any one time. All loans must be repaid by payroll deductions within five years, except those loans used for the purchase of a principal residence, which must be repaid within twenty years. Participant loans are charged interest at the prime rate.

        The participants of the Plan may elect to have their contributions invested in any combination equal to a whole percentage of the following investment alternatives:

•

Axsys Stable Value Fund



•

Fidelity Growth Company



•

Fidelity Investment Grade Bond Fund



•

Fidelity Balanced Fund



•

Fidelity Blue Chip Growth Fund



•

Fidelity Equity Income II



•

Fidelity Stock Selector



•

Fidelity Diversified International Fund



•

Fidelity Freedom 2020



•

Fidelity Freedom 2030



•

Spartan US Equity Index

        The participants of the Plan may elect to have the Company match invested in the Axsys Technologies, Inc. common stock or in the same investment alternatives as the employee contributions.

        While the Company has not expressed any intention to discontinue the Plan, it is free to do so subject to the provisions of ERISA. No such termination, however, shall permit the Plan's Assets to be used for any purpose other than the exclusive benefit of the participating employees.

        The information presented previously is not a complete description of the Plan. For more information see the Summary Plan Description available at the office of the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF ACCOUNTING

        The financial statements of the Plan are presented on the accrual basis of accounting.

5

INVESTMENTS

        Investments are made as directed by the Plan's participants. Investments consisting of guaranteed investment contracts are recorded at contract value. All other investments are valued at fair value on December 31, 2002 and 2001 using share values of the funds as reported by Fidelity Investments Institutional Services Inc., the custodian of the Plan.

EXPENSES OF THE PLAN

        The Company incurs all administrative and auditing expenses, except for participant maintenance fees, which are deducted directly from participant accounts.

USE OF ESTIMATES

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

DEPOSITS WITH INSURANCE COMPANY

        Deposits backed by the assets of an insurance company are subject to credit risk. If the Plan trustees/custodians fail to repay funds held by the Plan, the asset value of the plan could be substantially impaired.

3. INVESTMENTS

        The following investments represent 5% or more of the Plan's net assets:

	December 31,
	2002		2001
Axsys Stable Value	$	4,821,351	$	4,768,857
Fidelity Blue Chip Growth Fund		4,029,608		5,572,192
Fidelity Balanced Fund		2,517,138		2,984,049
Fidelity Investment Grade Bond Fund		1,343,458		—
Fidelity Growth Company		1,060,056		—
Fidelity Stock Selector		1,012,762		1,375,082
Axsys Technologies, Inc Common Stock		—		1,131,143
Fidelity Diversified International Fund		—		1,112,826
Active Loans to Participants		1,034,068		1,280,227
	$	15,818,441	$	18,224,376

        The Plan has investments in guaranteed investment contracts that are recorded at contract value. Contract value represents contributions made under the contract, plus interest at the contract rate, less withdrawals from the contract. The interest rate and yield for the guaranteed investment contracts were 6.06% in 2002 and 6.54% in 2001. No valuation reserves have been established to adjust contract amounts since, at December 31, 2002 there is no concern with the credit worthiness of the contract issuer, the New England Life Insurance Company.

6

4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

        The following is a reconciliation of the net assets available for plan benefits per the financial statements to the Plan's Form 5500:

	December 31,
	2002			2001
Net assets available for plan benefits per the financial statements	$	19,799,981		$	22,074,639
Loan repayment/contribution receivable		(39,672	)		(67,242	)
Loans in default		(9,350	)		—
Benefit payable and miscellaneous accrued liabilities		(14,291	)		(1,097	)
Miscellaneous adjustment		7			(44	)
Net assets available for plan benefits per the Form 5500	$	19,736,675		$	22,006,256

        The following is a reconciliation of the contributions per the financial statements to the Form 5500.

	Year Ended December 31,
	2002				2001
	Participant		Employer		Participant			Employer
Contributions per the financial statements	$	1,638,837	$	815,366	$	2,069,840		$	958,317
Change in loan repayment/contribution receivable from beginning of year to end of year		563		27,007		(40,235	)		(52,617	)
Forfeiture funds used for contribution									(34,907	)
Miscellaneous adjustment						(23	)
Contributions per the Form 5500	$	1,639,400	$	842,373	$	2,029,582		$	870,793

5. INCOME TAX STATUS

        The Plan Sponsor has not received a determination letter of their adoption of the non-standardized prototype plan. In accordance with Revenue Procedure 2002-6, the Plan Sponsor has chosen to rely on the current opinion letter that has been issued to the prototype. Once qualified, the Plan is required to operate in conformity with the code to maintain its qualification. The Plan Sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. The Plan Sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status.

7

AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN & TRUST
SCHEDULE OF ASSETS HELD AT END OF YEAR
PLAN SPONSOR EIN 11-1962029
PLAN # 47754
DECEMBER 31, 2002

Identity of Issue, Borrower or Similar Party	Description of Investment (Including Maturity Date, Rate of Interest, Par or Maturity Value)	Current Value
Axsys Stable Value Fund	4,821,351 shares	$	4,821,351
Axsys Technologies, Inc. Common Stock *	108,758 shares		848,316
Fidelity Growth Company	29,928 shares		1,060,056
Fidelity Investment Grade Bond Fund	177,471 shares		1,343,458
Fidelity Balanced Fund	189,401 shares		2,517,138
Fidelity Blue Chip Growth Fund	126,162 shares		4,029,608
Fidelity Equity Income II	16,276 shares		283,039
Fidelity Stock Selector	61,083 shares		1,012,762
Fidelity Diversified International Fund	52,005 shares		892,400
Fidelity Freedom 2020	55,442 shares		589,907
Fidelity Freedom 2030	35,564 shares		364,173
Retirement Money Market	1,853 shares		1,853
Spartan US Equity Index	21,929 shares		683,099
Active Loans to Participants	Bear interest at rates ranging from 4.25% to 9.25% with varying maturity dates		1,034,068
Total		$	19,481,228

*

Indicates party-in-interest to the Plan.

8

EXHIBITS

(a)

Exhibits

23	Consent of Independent Auditors
31.1	Certification pursuant to rule 13a-14(a)—Chief Executive Officer
31.2	Certification pursuant to rule 13a-14(a)—Chief Financial Officer
32.1	Certification pursuant to 18 U.S.C. Section 1350—Chief Executive Officer
32.2	Certification pursuant to 18 U.S.C. Section 1350—Chief Financial Officer

9

SIGNATURES

The Plan.    Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	Axsys Technologies, Inc. 401(k) Retirement Plan(Plan Name)
DATE: July 29, 2003	/s/  STEPHEN W. BERSHAD Stephen W. Bershad Chief Executive Officer
DATE: July 29, 2003	/s/  DAVID A. ALMEIDA David A. Almeida Vice President & Chief Financial Officer

10

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REQUIRED INFORMATION
AXSYS TECHNOLOGIES, INC. 401 (K) RETIREMENT PLAN & TRUST FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE FOR THE YEARS ENDED DECEMBER 31, 2002 and 2001 WITH REPORT OF INDEPENDENT AUDITORS
AXSYS TECHNOLOGIES, INC. 401 (K) RETIREMENT PLAN & TRUST FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE YEAR ENDED DECEMBER 31, 2002
CONTENTS
Report of Independent Auditors
AXSYS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AXSYS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN & TRUST NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2002
AXSYS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN & TRUST SCHEDULE OF ASSETS HELD AT END OF YEAR PLAN SPONSOR EIN 11-1962029 PLAN # 47754 DECEMBER 31, 2002
EXHIBITS
SIGNATURES

EX-23

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Exhibit 23

Consent of Independent Auditors

        We consent to the use of our report dated May 28, 2003, included in the Annual Report (Form 11-K) of Axsys Technologies, Inc. 401(k) Retirement Plan and Trust for the year ended December 31, 2002, with respect to the financial statements and schedule, as amended, included in this Form 11-K/A.

/s/ Ernst & Young LLP

Hartford, Connecticut
July 30, 2003

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Consent of Independent Auditors

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

        In connection with the amended Annual Report of Axsys Technologies, Inc (the "Company") on Form 11-K/A for the period ended December 31, 2002 (the "Report"), I, Stephen W. Bershad, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 29, 2003

/s/  STEPHEN W. BERSHAD Stephen W. Bershad
Chief Executive Officer

EX-31.2

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Exhibit 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

        In connection with the amended Annual Report of Axsys Technologies, Inc (the "Company") on Form 11-K/A for the period ended December 31, 2002 (the "Report"), I, David A. Almeida, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 29, 2003

/s/ David A. Almeida David A. Almeida
Chief Financial Officer

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

EX-32.1

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Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report of Axsys Technologies, Inc. 401(K) Retirement Plan and Trust (the "Plan") on Form 11-K for the year ended December 31, 2002 (the "Report"), I, Stephen W. Bershad, Chief Executive Officer of the Axsys Technologies, Inc., certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.

July 29, 2003

/s/  STEPHEN W. BERSHAD Stephen W. Bershad
Chief Executive Officer

        A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Axsys Technologies, Inc. and will be retained by Axsys Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Axsys Technologies, Inc. 401(K) Retirement Plan and Trust (the "Plan") on Form 11-K for the year ended December 31, 2002 (the "Report"), I, David A. Almeida, Chief Financial Officer of the Axsys Technologies, Inc., certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.

        July 29, 2003

/s/ David A. Almeida David A. Almeida
Chief Financial Officer

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Axsys Technologies, Inc. and will be retained by Axsys Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

13

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002