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 Report (Date of earliest event reported): February 17, 2009

AXSYS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-16182	11-1962029
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS 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

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

AXSYS TECHNOLOGIES, INC. · 175 CAPITAL BOULEVARD · SUITE 103 · ROCKY HILL, CT 06067

860.257.0200 · FAX: 860.594-5750 · web: www.axsys.com

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 17, 2009, Axsys Technologies, Inc. issued an earnings release announcing its financial results for the fourth quarter ended December 31, 2008. A copy of the earnings release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 2.02 of this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 99.1 Press release dated February 17, 2009.

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: February 17, 2009

	AXSYS TECHNOLOGIES, INC.
	(Registrant)


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

Exhibit Index

Exhibit No.		Description

99.1		Press Release, dated February 17, 2009