AXSYS TECHNOLOGIES INC
15-12G, 2000-04-25
MOTORS & GENERATORS
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE  SECURITIES  EXCHANGE  ACT OF  1934  OR  SUSPENSION  OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                            Commission File Number: 0-16182
                                                                    -------

   Axsys Technologies, Inc.
- ---------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

   910 Sylvan Avenue
   Englewood Cliffs, NJ  07632            Telephone:  (201) 871-1500
- ---------------------------------------------------------------------------
       (Address, including zip code, and telephone number, including
          area code, of registrant's principal executive offices)

   $1.20 Cumulative Exchangeable Redeemable Preferred Stock
- ---------------------------------------------------------------------------
          (Title of each class of securities covered by this Form)

   Common Stock, par value $.01 per share
- ---------------------------------------------------------------------------
 (Titles of all other classes of securities for which a duty to file reports
                   under Section 13(a) or 15(d) remains)

     Please place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)  |X|    Rule 12h-3(b)(1)(i)  |_|
          Rule 12g-4(a)(1)(ii) |_|    Rule 12h-3(b)(1)(ii) |_|
          Rule 12g-4(a)(2)(i)  |_|    Rule 12h-3(b)(2)(i)  |_|
          Rule 12g-4(a)(2)(ii) |_|    Rule 12h-3(b)(2)(ii) |_|
                                      Rule 15d-6           |_|

     Approximate  number of  holders of record as of the  certification  or
notice date: -0-
             ---

     Pursuant to the  requirements of the Securities  Exchange Act  of 1934
Axsys Technologies,  Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

Date:  3/24/2000                    By: /s/  Richard Morin
                                        -----------------------------------
                                        Richard Morin, Acting Secretary

Instruction:  This form is required by Rules 12g-4,  12h-3 and 15d-6 of the
General Rules and  Regulations  under the Securities  Exchange Act of 1934.
The registrant  shall file with the Commission three copies of Form 15, one
of which  shall be manually  signed.  It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name and
title of the person  signing  the form shall be typed or printed  under the
signature.



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