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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A NO. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NO.: 0-16182

AXSYS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 11-1962029
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

645 MADISON AVENUE
NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)

(212) 593-7900
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Common Stock, par value $.01 per share
$1.20 Cumulative Exchangeable Redeemable Preferred Stock,
par value $.01 per share

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ([section]229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [X].

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on March 24, 1997, $22,480,000.

Common Stock outstanding at March 18, 1997: 2,986,381 shares.

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AXSYS TECHNOLOGIES, INC.
FORM 10-K/A NO. 1

Axsys Technologies, Inc. a Delaware corporation (the "Registrant" or
"Company") hereby amends its Form 10-K, dated March 26, 1997 (the "Form 10-K"),
for the fiscal year ended December 31, 1996.

The Form 10-K is hereby amended to add Part III thereto as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The name, age and principal occupation of each nominee, the nominee's
length of service as a director of the Company, the names of the other public
companies of which the nominee is a director and certain other biographical
information are set forth below.

STEPHEN W. BERSHAD, 55

Chairman of the Board and Chief Executive Officer of the Company since
December 1986. Prior to joining the Company, he was a Managing Director of
Lehman Brothers and its predecessors, investment banking firms, where he held a
series of senior management positions. Mr. Bershad is a director of EMCOR
Group, Inc.

ANTHONY J. FIORELLI, JR., 67

Private investor since January 1, 1997. Prior to that time, Mr. Fiorelli
was President, Strategic Management Consulting Services, Inc., a management
consulting firm, since December 1985. Prior to that time, Mr. Fiorelli was
President and Chief Executive Officer of General Defense Corporation, a
diversified engineering and manufacturing company. Mr. Fiorelli has been a
director of the Company since February 1988.

ELIOT M. FRIED, 64

Elliot M. Fried is a Managing Director of the Lehman Brothers where he has
been employed for more than the past five years. He is a member of the
Investment Committee and the Investment Banking Commitment Committee of the
Firm. Mr. Fried is a director of Bridgeport Machines, Inc., Energy Ventures
Inc., L-3 Communications Corporation, SunSource L.P. and Walter Industries,
Inc. Mr. Fried has served as a Director of the Company since 1994.

The Board of Directors met four times during 1996. The Audit Committee, the
Compensation Committee and the Stock Incentive Plan Committee are the standing
committees of the Board.

The Audit Committee reviews internal and external audit procedures of the
Company. Messrs. Fiorelli and Fried are members of the Audit Committee. The
Compensation Committee oversees compensation policies of the Company. Its
members are Messrs. Bershad and Fiorelli. The Stock Incentive Plan Committee
administers the Axsys Technologies, Inc. Long-Term Stock Incentive Plan. Mr.
Fiorelli is a member of the Stock Incentive Plan Committee. The Audit Committee
met once in 1996.

Each director attended all meetings of the Board and of the Committees on
which the director served.

The compensation of directors is fixed by the Board of Directors. Directors
who are not employees of the Company receive meeting fees of $2,500 for each
Board meeting attended and $1,000 for each committee meeting attended other
than in connection with a Board meeting. Directors are reimbursed for travel
and other expenses incurred in the performance of their duties.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation paid to the Company's executive
officers for services in all capacities for the three years ended December 31,
1996:

LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- ------------ ALL OTHER
BONUS OTHER ANNUAL OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($)(1) COMPENSATION (# OF SHARES)(2) ($)(3)
- --------------------------- ---- ---------- ------ ------------ ---------------- ----------

Stephen W. Bershad......... 1996 262,500 157,500 - - 7,576
Chairman of the Board and 1995 262,500 100,000 - - 6,258
Chief Executive Officer 1994 262,500 150,000 - 4,200 10,810

Elliot N. Konopko (4)...... 1996 185,000 82,875 - - 20,555
Vice President, General 1995 175,000 40,000 - - 6,521
Counsel and Secretary 1994 175,000 55,000 - 3,000 6,318

Raymond F. Kunzmann (5).... 1996 145,000 85,000 - - 10,603
Vice President-Finance 1995 135,000 45,000 - - 7,197
and Controller 1994 120,000 28,000 - 4,000 2,721

- ---------------------

(1) Reflects payments under the Company's bonus plan, which is described in the
"Compensation Committee Report on Executive Compensation" below.

(2) Reflects awards under the Company's Long-Term Stock Incentive Plan, which
is described under "Stock Incentive Plan" below.

(3) Reflects matching contributions under the Company's 401(K) Plan, described
under 401(K) Plan below, and payments under the Company's executive health
insurance plan and other miscellaneous amounts. Axsys' executive health
insurance plan, which covers only executive officers, provides for the
reimbursement of deductible and coinsurance amounts and certain medical
expenses not covered under Axsys' basic medical plans.

(4) Mr. Konopko has been Vice President, General Counsel and Secretary of the
Company since March 1990.

(5) Raymond F. Kunzmann was elected Vice President-Finance and Controller on
June 2, 1994. Prior to that time, he was Group Controller at Mannesmann Capital
Corporation, a diversified manufacturing company, from January 1994 until May
31, 1994, and was Controller and held other positions at Lear Siegler, Inc., a
diversified manufacturing/service company, from January 1987 until December
1993.

401(K) PLAN

Axsys currently maintains a 401(K) Salary Reduction Plan (the "401(K)
Plan") which is intended to qualify under Sections 401(a) and 401(K) of the
Internal Revenue Code. All employees who are not members of collective
bargaining groups and who are 21 years of age or older are eligible to
participate in the 401(K) Plan on the first calendar day of the month
immediately following the month in which they complete 1,000 hours of service.
All eligible executive officers have elected to participate in the 401(K) Plan.

Eligible employees electing to participate in the 401(K) Plan may defer a
portion of their compensation on a pre-tax basis, by contributing a percentage
thereof to the 401(K) Plan. The minimum contribution is not less than 3% of
annual gross pay. The maximum is prescribed by the Tax Reform Act of 1986. The
limit for 1996 was $9,500 and will be $9,500 in 1997. The Company made a
matching contribution in Common Stock of the Company in respect of each
employee's 3% contribution made in 1996. Eligible employees who elect to
participate in the 401(K) Plan are vested in the Company's matching
contribution according to the following schedule: less

than 1 year of service - 0%; 1 year of service - 20%; 2 years of service - 40%;
3 years of service - 60%; 4 years of service - 80%; and 5 years of service -
100%.

STOCK INCENTIVE PLAN

The Axsys Technologies, Inc. Long-Term Stock Incentive Plan (the "Incentive
Plan") was approved by the stockholders in 1991. The Incentive Plan is
administered by the Stock Incentive Plan Committee (the "Committee"). The
Committee selects participants from among those executives and other key
employees of the Company and its subsidiaries who are in a position to
contribute materially to the success of the Company and determines the amounts,
times, forms, terms and conditions of grants.

Grants may be in the form of options to purchase shares of Common Stock,
stock appreciation rights, restricted stock and performance units
(collectively, "stock incentives"). Grants may be made for up to 90,000 shares
of Common Stock of the Company in the aggregate. Stock appreciation rights may
be granted on a "free-standing" basis or in conjunction with all or a portion
of the shares covered by an option. Stock incentive awards are subject to such
provisions as the Committee determines and may be exercised at one time or in
such installments and at such prices over the balance of the exercise period as
determined by the Committee.

Each stock incentive is exercisable in whole or in part, prior to its
cancellation or termination, by written notice to the Company. If any option is
being exercised, such notice must be accompanied by payment in full of the
purchase price in cash or, if acceptable to the Committee, shares of Company
Common Stock or partly in cash and partly in such shares. Stock incentives are
not transferable except by will or by laws of descent and distribution.

In general, each stock incentive will terminate upon the earlier of (i) the
date fixed by the Committee when the stock incentive is granted or (ii) unless
determined otherwise by the Committee, termination of employment other than for
cause, to the extent the stock incentive was then exercisable, up to 90 days
after the participant's termination of employment. In the event of death or
termination due to disability, the stock incentive may be exercised to the
extent then exercisable for up to one year thereafter. If a participant's
employment is terminated for cause, however, his or her ability to exercise any
stock incentive is terminated.

The Company may make loans to such participants as the Committee, in its
discretion, may determine in connection with the exercise of options in an
amount up to the exercise price of the option plus any applicable withholding
taxes. In no event may any such loan exceed the fair market value, at the date
of exercise, of the shares covered by the option exercised.

Under the Incentive Plan, the Committee may determine, in the event of a
change of control of the Company, that all stock incentives which have not
terminated and which are then held by any participant will become immediately
exercisable. Any such determination by the Committee may be set forth in an
applicable option agreement or by resolution of the Committee.

Options outstanding under the Incentive Plan to acquire up to 61,600 shares
of Common Stock have been granted, including to Stephen W. Bershad (14,600
shares), Elliot N. Konopko (11,000 shares) and Raymond F. Kunzmann (6,000
shares). Of the 61,600 shares covered by the Options, Options to acquire 23,000
shares were granted in 1997, including options to acquire 2,000 shares of
Common Stock granted to each of Messrs. Bershad, Konopko, Kunzmann, Fiorelli
and Fried. Of the outstanding Options, options to acquire 24,440 shares are
fully vested. In general, Options are exercisable to the extent of 40% thereof
within one year from the date of grant and an additional 30% each year
thereafter. The Options granted to Messrs. Fiorelli and Fried to acquire 2,000
shares of Common Stock each are fully vested. In general, Options granted under
the Incentive Plan are incentive stock options. The Options granted prior to
1997, unless extended, in general terminate seven years after the date of grant
and are exercisable at $3.75 per share. In general, the Options granted in 1997
have an exercise price of $15 per share and have a term of ten years, unless
extended.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Bershad, a member of the Compensation Committee, is Chairman of the
Board and Chief Executive Officer of the Company.

AGREEMENTS WITH DIRECTORS AND OFFICERS

The Company has entered into indemnification agreements with its directors
and certain officers in order to induce them to continue to serve as directors
and officers of the Company, indemnifying them for any and all liabilities
incurred by them arising out of their service as directors or officers, other
than liabilities arising out of conduct which has been determined in a final
adjudication to constitute bad faith or a knowing violation of law or receipt
by such person of an improper personal benefit. The rights to indemnification
under such agreements are in addition to any rights to indemnification
contained in the Company's Certificate of Incorporation or By-Laws, which
provide for indemnification under certain circumstances. The Company has agreed
to pay Messrs. Konopko and Kunzmann up to one year's base compensation and
certain other benefits in the event of termination by the Company other than
for cause.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of Common Stock
beneficially owned by the Company's directors individually, and by all
directors and officers as a group, as of April 30, 1997:

SHARES EXERCISABLE TOTAL
OWNED STOCK SHARES
DIRECTLY OR OPTION BENEFICIALLY PERCENT
INDIRECTLY (1) SHARES (2) OWNED OF CLASS
-------------- ---------- ----- --------

Stephen W. Bershad................. 1,248,812 2,940 1,251,752 41.8%
Anthony J. Fiorelli, Jr.(3)........ 13,849 2,000 15,849 -- (4)
Eliot M. Fried(3) (4).............. -- 2,000 2,000 --
Directors and Executive Officers
as a group (5 persons)............ 1,262,661 17,840 1,280,501 42.6%

- --------------

(1) Does not include 244,995 shares of Common Stock owned by the Axsys
Technologies, Inc. 401(K) Plan (the "401(K) Plan") as of April 30, 1996. Elliot
N. Konopko and Raymond F. Kunzmann, who are executive officers of the Company,
are the sole trustees of the 401(K) Plan and may be deemed to beneficially own
such shares, although each of them disclaims beneficial ownership of such
shares. Mr. Bershad owns 658,048 shares of Common Stock directly and 590,764
shares of Common Stock indirectly through SWB Holding Corporation, of which he
is the sole shareholder and Chairman.

(2) Shares covered by stock options exercisable on April 30, 1996, or within 60
days thereafter.

(3) Less than 1% of the total Common Stock outstanding. As of April 30, 1997,
2,986,381 share of Common Stock are outstanding.

(4) Eliot M. Fried is a Managing Director and a Co-Chairman of the Investment
Committee of Lehman, which may be deemed to beneficially own 463,741 shares
of Common Stock. See "Principal Stockholders" below. Mr. Fried disclaims
beneficial ownership of such shares.

The Company knows of no person who, as of March 31, 1997, beneficially
owned more than five percent of the Common Stock outstanding, except for Mr.
Bershad and except as set forth below.

AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------- -------------------- -----

Lehman Electric Inc. (1) 463,741 shares 15.5%
World Financial Center
200 Vesey Street
New York, NY 10285

Paribas Principal, Inc. (2) 155,278 shares 4.9%
787 Seventh Avenue
New York, NY 10019

Banque Paribas (2) 133,262 shares 4.3%
787 Seventh Avenue
New York, NY 10019

Victor A. Morgenstern 181,800 shares 6.1%
2 North LaSalle Street
Chicago, IL 60602

Axsys Technologies, Inc. 401(K) Plan 244,995 shares 8.2%
Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022

(1) Lehman Electric Inc., a Delaware corporation ("Lehman Electric"), is an
investment vehicle. Lehman Brothers Inc., a Delaware corporation ("Lehman
Brothers"), is a registered broker-dealer. Lehman Brothers Group Inc., a
Delaware corporation ("Group"), is a holding company and parent of Lehman
Electric. Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"),
through its domestic and foreign subsidiaries, is a full line securities firm.
It is the immediate parent of Lehman Brothers and Group. The foregoing entities
(other than Lehman Brothers) may be deemed to beneficially own the 463,741
shares of Common Stock directly owned by Lehman Electric. In the ordinary
course of its business on behalf of its customers, Lehman Brothers may purchase
and sell shares of Common Stock.

(2) Paribas Principal, Inc. ("PPI") is a New York corporation and Banque
Paribas ("Paribas") is a banking corporation organized under the laws of the
Republic of France which maintains branches in a number of jurisdictions, and
which is acting through its Grand Cayman Branch in connection with its
investment in the Company. The principal business of PPI, a wholly-owned
subsidiary of Paribas and a small business investment company licensed by the
Small Business Administration under the Small Business Administration under the
Small Business Investment Act of 1958, as amended, is that of making debt and
equity investments in "small concerns" (as defined under the regulations of the
Small Business Administration). Paribas is a subsidiary of Compagnie Financiere
de Paribas ("Compagnie Financiere"), a diversified holding company organized
under the laws of the Republic of France. The operating subsidiaries of
Compagnie Financiere de Paribas engage in a wide variety of banking, financial
services, manufacturing, trading, development and related activities. Through
its Grand Cayman Branch, which is licensed under the laws of the jurisdiction
to engage in banking activities, Paribas engages in lending activities,
acceptance of deposits, international trade financing trading activities.

Paribas' beneficial ownership of 133,262 shares of Common Stock (all of
which Paribas has the option to purchase pursuant to a warrant issued to it)
constitutes beneficial ownership of 4.3% of the total number of shares of
outstanding Common Stock, and PPI's beneficial ownership of 155,278 shares of
Common Stock (all of which PPI has the option to purchase pursuant to a warrant
issued to it) constitutes beneficial ownership of 4.9% of the total number of
shares of outstanding Common Stock, determined after giving effect to the
issuance of the shares of Common Stock issuable upon the exercise of such
warrants. Paribas may be deemed to be the beneficial owner of

the shares of Common Stock of the Company owned by PPI and PPI may be deemed to
be the beneficial owner of the shares of Common Stock of the Company owned by
Paribas.

Paribas has the sole power to vote or to direct the vote of, and sole power
to dispose or direct the disposition of, no shares of Common Stock of the
Company. Pursuant to its warrant, Paribas has the right to acquire 133,262
shares of Common Stock, as to which it neither has nor shares voting or
dispositive power as of the date hereof. PPI has sole power to vote or to
direct the vote of, and sole power to dispose or direct the disposition of,
zero shares of Common Stock of the Company. Pursuant to its warrant, PPI has
the right to acquire 155,278 shares of Common Stock, as to which it neither has
nor shares voting or dispositive power as of the date hereof.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None, other than as set forth in Item 11 above.

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto authorized.

Dated: April 30, 1997 AXSYS TECHNOLOGIES, INC.

By: /s/ Stephen W. Bershad
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Stephen W. Bershad