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                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549


                             FORM 10-K/A NO. 1
                                (MARK ONE)
                [ X ] ANNUAL REPORT PURSUANT TO SECTION 13
              OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                     OR

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

FOR THE TRANSITION PERIOD FROM ___________________ TO _______________________

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)

175 CAPITAL BOULEVARD, SUITE 103
ROCKY HILL, CONNECTICUT                                 06067
(Address of principal executive offices)                (Zip Code)

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

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

                   Common 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 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 [].

Aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of the close of business March 7, 2001, $56,786,000.

Common Stock outstanding at March 7, 2001: 4,684,841 shares.

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

     Axsys Technologies, Inc., a Delaware corporation ("Axsys") hereby
amends its Form 10-K for the fiscal year ended December 31, 2000 (the "Form
10-K").

     Item 5 of the Form 10-K is hereby amended to read in its entirety as
follows:

     Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

     Axsys' common stock trades on The Nasdaq Stock Market under the Symbol
"AXYS". The following table sets forth the range of high and low sales
prices as reported by The Nasdaq Stock Market:

                                    2000                            1999
                         ---------------------------    -----------------------
                            High            Low            High         Low
                         ------------    -----------    -----------  ----------

Fiscal Years Ended
  December 31:

   First Quarter         $ 15            $ 11 3/4       $ 20           $ 13 5/8
   Second Quarter          17              11 7/8         18              9 3/4
   Third Quarter           36 1/2          17             16 1/4          9 7/8
   Fourth Quarter          49 7/8          18 7/8         16              9 3/8


On March 7, 2001, the high and low sales price were $18 3/4 and $17,
respectively.

On March 7, 2001, the approximate number of holders of record of Axsys'
common stock was 504.


DIVIDEND POLICY

     Axsys has  applied  and  currently  intends to  continue  to apply its
retained and current earnings toward the development of its business and to
finance its growth.  Axsys did not pay dividends on its common stock during
the three years ended  December 31, 2000,  and does not  anticipate  paying
cash dividends in the foreseeable future.

SALES OF UNREGISTERED SECURITIES

     The following  information  relates to all securities of Axsys sold by
Axsys  during the year ended  December  31, 2000 which were not  registered
under  the  Securities  Act of 1933  ("Securities  Act")  as of the date of
issuance:

     On October 18, 2000, Axsys acquired Automation  Engineering,  Inc. and
issued an aggregate of 666,667 shares of Axsys common stock to Andre B. By,
G.  Justin  Roe and Carl M.  Burke as  consideration  for the sale of their
interests in Automation Engineering,  Inc. This transaction was exempt from
registration  under  the  Securities  Act  pursuant  to  Section  4(2) as a
transaction not involving any public  offering.  Each of Mssrs. By, Roe and
Burke agreed to acquire his shares for his own account,  for investment and
not with a view to the distribution of the shares.  Further, Axsys notified
each of them that the shares had not been  registered  under the Securities
Act and  applicable  state  securities  laws and that the shares may not be
sold or otherwise  disposed of unless the sale or disposition is registered
under the Securities Act and applicable  state securities laws or is exempt
from such  registration.  Appropriate  legends  were  affixed  to the stock
certificates issued in this transaction.
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                                 SIGNATURES

     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 duly authorized.


Dated:  June 1, 2001                   AXSYS TECHNOLOGIES, INC.
        ------------                         (REGISTRANT)

                                         By /s/ JOHN E. HANLEY
                                            ----------------------------------
                                            JOHN E. HANLEY
                                            VICE PRESIDENT AND CHIEF FINANCIAL
                                            AND ACCOUNTING OFFICER