**EXHIBIT 14.1**

 

**Code of Ethics for CEO and Senior Financial Officers**

 

The Codeof Ethics as set forth below establishes the standards and procedures to befollowed by Axsys Technologies’ Chief Executive Officer, Chief FinancialOfficer, Controller, Treasurer, and all other employees performing similarfunctions for the Company (the “Senior Financial Officers”).   This Code of Ethics covers a wide range ofbusiness practices and procedures, and its purpose is to promote honest andethical conduct, appropriate disclosures, and compliance with all applicablelaws, rules, and regulations.  Inaddition to the broad and comprehensive guidelines set forth in the Axsys Codeof Business Conduct that applies to all employees, the CEO and Senior FinancialOfficers shall be subject to the following additional specific policies:

 

1.               All SeniorFinancial Officers are responsible for full, fair, accurate, timely andunderstandable disclosure in the reports and documents that the Company fileswith, or submits to, the Securities and Exchange Commission, the NasdaqNational Market, and in other public communications made by the Company.Accordingly, it is the responsibility of the CEO and each Senior FinancialOfficer to promptly bring to the attention of the Board of Directors and theAudit Committee any material information of which he or she may become awarethat affects the disclosures made by the Company in its public filings orotherwise assist the Board of Directors and Audit Committee in fulfilling theirresponsibilities.

 

These requirements apply to allpublic disclosures of material information about the Company, including writtendisclosures, oral statements, visual presentations, analyst and pressconferences, and media and investor calls.

 

2.               All SeniorFinancial Officers shall promptly bring to the attention of the AuditCommittee, Board of Directors, or CEO any information he or she may haveconcerning (a) significant deficiencies in the design or operation of internalcontrols which could adversely affect the Company’s ability to record, process,summarize and report financial data or (b) any fraud, whether or not material,that involves management or other employees who have a significant role in theCompany’s financial reporting, disclosures or internal controls.

 

3.               The CEO andall Senior Financial Officers shall act with honesty and integrity in theperformance of his or her duties at the Company, shall comply with laws, rulesand regulations of federal, state and local governments and other private andpublic regulatory agencies that affect the conduct of the Company’s businessand the Company’s financial reporting.

 

4.               The CEO andeach Senior Financial Officer shall promptly bring to the attention of theAudit Committee, Board of Directors or CEO any information he or she may haveconcerning evidence of a material violation of the securities or other laws,rules or regulations applicable to the Company and the operation of itsbusiness, by the Company or any agent thereof, or any violation of this Code ofEthics.

 

5.               The CEO andeach Senior Financial Officer shall avoid actual or apparent conflicts ofinterest between personal and business relationships, such as holding asubstantial equity, debt, or other financial interest in any competitor,supplier or customer of the Company, or having a personal financial interest inany transaction involving the purchase or sale by the Company of any products,materials, equipment, services or property, other than throughCompany-sponsored programs. Any such actual or apparent conflicts of interestshall be brought to the attention of the Audit Committee, Board of Directors orCEO.

 

6.               The Board ofDirectors shall determine, or designate appropriate persons to determine,appropriate actions to be taken in the event of violations of this Code ofEthics by the CEO and the Company’s Senior Financial Officers. Such actionsshall be reasonably designed to deter wrongdoing and to promote accountabilityfor adherence to this Code of Ethics, and may include written notices to theindividual involved that the Board has determined that there has been aviolation, censure by the Board, demotion or re-assignment of the individualinvolved, suspension with or without pay or benefits, and termination of theindividual’s employment.   In determiningwhat action is

 

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appropriate in a particular case, theBoard of Directors or such designee shall take into account all relevantinformation, including the nature and severity of the violation, whether theviolation was a single occurrence or repeated occurrences, whether theviolation appears to have been intentional or inadvertent, whether theindividual in question had been advised prior to the violation as to the propercourse of action and whether or not the individual in question had committedother violations in the past.

 

The CEOand all Senior Financial Officers are expected to adhere to the Axsys Code ofBusiness Conduct and the Code of Ethics for CEO and Senior Financial Officersat all times.  The Board of Directorsshall have the sole and absolute discretionary authority to approve anydeviation or waiver from the Code of Ethics for the CEO or Senior FinancialOfficers.  Any waiver and the groundsfor the waiver for the CEO or Senior Financial Officers shall be promptlydisclosed through a filing with the Securities and Exchange Commission on Form8-K.  Additionally, any change of thisCode of Ethics for CEO and Senior Financial Officers shall be promptlydisclosed to the shareholders.

 

Pleaseindicate that you have received, read and will abide by this Code of Ethics bysigning your name and dating the attached acknowledgment.

 

 

**Code of Ethics for CEO and Senior Financial Officers**

 

**ACKNOWLEDGEMENT**

 

Icertify that I have received, read and will abide by the Code of Ethics for CEOand Senior Financial Officers distributed to me on February 4, 2004.
|                     |
|--------------------------|
|                     |
| /s/  Stephen W.Bershad   |   |
| Stephen  W.Bershad       |   |
| Chief  Excutive Officer  |   |
|                     |   |
| /s/  David A. Almeida    |   |
| David  A. Almeida        |   |
| Chief  Financial Officer |   |
|                     |   |
|                     |   |
|                     |   |

 

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