Mail Stop 6010

								November 4, 2005

Via U.S. Mail and Facsimile

Mr. David A. Almeida
Vice President - Finance and Chief Financial Officer
Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, CT 06067

Re:	Axsys Technologies, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
      Filed February 24, 2005
	File No. 000-16182

Dear Mr. Almeida:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for Fiscal Year Ended December 31, 2004

Financial Statements, page F-1

Note 2 - Acquisitions, page F-12

1. We note your acquisition of Telic on April 8, 2004 and of
Diversified Optical Products on May 2, 2005.  We see that $9.4
million of the Telic purchase price and $44.5 million of the
Diversified Optical Products purchase price were allocated to
goodwill.  Tell us about the valuation methodologies and
significant
assumptions used to allocate the purchase prices to the acquired
assets and liabilities, including goodwill and intangible assets.
Explain why such a significant portion of the purchase prices were
allocated to goodwill. Support that you have made purchase
allocations that are appropriate under SFAS 141 and that those
allocations appropriately identified all significant intangible
assets.

2. As a related matter, the footnotes to future filings should
clearly indicate the factors you considered in agreeing to
purchase
prices that resulted in significant allocations to goodwill.

3. We see the significance of the customer relationship asset to
the
purchase price for the Telic transaction.  In future filings
please
clarify how management estimated the fair value of the customer
relationship asset.  Also, disclose the basis for the 22 year life
assigned to that asset.  Please also apply this comment with
respect
to the customer relationship asset recorded in connection with the
Diversified Optical Products transaction.

Form 10-Q for the Quarterly Period Ended April 2, 2005

Part I - Financial Information, page 3

Note 10 - Shareholders` Equity, page 11

4. We see that you received 4,596 shares of Axsys common stock as
payment in lieu of cash for the exercise of incentive stock
options.
Tell us about the terms and conditions of the cashless exercise
provisions of your stock option plans.  Also, tell us how those
provisions are considered in your accounting for stock options,
including whether variable plan accounting is required under FIN
44.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010.  Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3605 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.


      Sincerely,



Gary Todd
Reviewing Accountant
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Mr. David A. Almeida
Axsys Technologies, Inc.
November 4, 2005
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