UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of the Report: May 4, 2006

Commission file number 0-16182

AXSYS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		11-1962029
(State or other jurisdiction of incorporation or organization)		I.R.S Employer
		Identification Number
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut		06067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 257-0200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 4, 2006, the stockholders of Axsys Technologies, Inc., upon the recommendation of Axsys’ Board of Directors (the “Board”), approved amendments to the Amended and Restated Long Term Stock Incentive Plan (as amended, the “Stock Incentive Plan”).

The Stock Incentive Plan incorporates an amendment to provide for additional types of awards and amounts of awards under, and make certain changes in, the existing plan (the “Amendments”). The Board of Directors of the Company adopted the Stock Incentive Plan with the Amendments, subject to stockholder approval, on March 16, 2006.

The Stock Incentive Plan was originally adopted in August 1991. It provides for granting Stock Options, Restricted Stock, Performance Units, Stock Appreciation Rights (“SARs”) or a combination of any of the foregoing to officers and other key employees of the Company or its subsidiaries. It also currently provides for granting Stock Options to Non-Employee Directors.

The purposes of the Stock Incentive Plan are to provide additional incentive to those directors, officers and other employees of the Company whose substantial contributions are essential to the continued growth and success of the Company’s business in order to strengthen their commitment to the Company, to motivate such persons to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. Additionally, the purpose of the Stock Incentive Plan is to secure for the Company and its stockholders the benefits of the incentive inherent in increased common stock ownership by the members of the Board who are not employees of the Company.

The principle changes to the Stock Incentive Plan allow for the granting to Non-Employee Directors of SARs, Restricted Stock and Performance Units, in addition to Options to purchase shares of Common Stock, from time to time, upon such terms and conditions and in such amounts as the Board may approve.

The description of the Stock Incentive Plan is qualified in its entirety by reference to the full text of the Stock Incentive Plan, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 9.01(d) FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number		Description
10.1		Amended and Restated Long-Term Stock Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: May 4, 2006

	AXSYS TECHNOLOGIES, INC.
	(Registrant)

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

EXHIBIT INDEX

Exhibit Number		Description
10.1		Amended and Restated Long-Term Stock Incentive Plan