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                                                                     EXHIBIT 3.4


                               RESTATED

                     CERTIFICATE OF INCORPORATION

                                  OF

                       AXSYS TECHNOLOGIES, INC.

                       (a Delaware corporation)



          Pursuant to Section 245 of the General Corporation Law of
Delaware (the "DGCL"), Axsys Technologies, Inc., a corporation
incorporated under the DGCL, does hereby certify:

          FIRST: The name of the Corporation is Axsys Technologies,
Inc. (the "Corporation"). 

          SECOND: The Corporation was originally incorporated under the
name, Vernitron Corporation and the Corporation's original certificate
of incorporation was filed with the Secretary of State of the State of
Delaware on April 11, 1968.

          THIRD: The Board of Directors directed that the Corporation's
Certificate of Incorporation be restated so that the same shall read,
in its entirety, as follows:

               1. The name of the corporation is Axsys Technologies,
          Inc. ("the Corporation").

               2. The address of its registered office in the State of
          Delaware is Corporation Trust Center, 1209 Orange Street, in
          the City of Wilmington, County of New Castle. The name of
          its registered agent at such address is The Corporation
          Trust Company.

               3. The nature of the business or purposes to be
          conducted or promoted is to engage in any lawful act or
          activity for which corporations may be organized under the
          General Corporation Law of Delaware.

               4. (a) The aggregate number of shares which the
          Corporation shall have authority to issue is 34,000,000, of
          which 4,000,000 shares, par value $.01 per share, shall be
          designated "Preferred Stock," and 30,000,000 shares, par
          value $.01 per share, shall be designated "Common Stock."

                  (b) Each holder of Common Stock shall be entitled to
          one vote for each share of such stock held.

                  (c) Authority is hereby expressly granted to the
          Board of Directors from time to time to issue the Preferred
          Stock of any series and, in connection with the creation of
          each such series, to fix by the resolution or resolutions
          providing for the issue of shares thereof, the number of
          shares of such series, and the designations, stated value,
          powers, preferences, and rights, and the qualifications,
          limitations, and restrictions thereof, of such series,
          including, without limiting the generality of the foregoing,
          such provisions as may be desired concerning voting,
          redemption, dividends, dissolution or distribution of
          assets, conversion or exchange, to the full extent now or
          hereafter permitted by the laws of the State of Delaware,
          including, without limiting the generality of the foregoing,
          such provisions as may be desired concerning voting,
          redemption, dividends, dissolution or distribution of
          assets, conversion or exchange. Notwithstanding the fixing
          of the maximum number of shares constituting a particular
          series, the Board of Directors may at any time thereafter
          authorize the issuance of additional shares of the same
          series or may reduce the maximum number of shares
          constituting such series.

                  (d) Except as may be determined by the Board or
          Directors of the Corporation pursuant to paragraph (c) of
          this Article 4 with respect to the voting rights, if any, of
          the Preferred Stock, and except as otherwise required by
          law, the holders of the Common Stock shall vote with the
          holders of voting shares of the Preferred Stock, if any, as
          one class with respect to the election of directors and with
          respect to all other matters to be voted on by stockholders
          of the Corporation.

               5. The board of directors is authorized to make, alter
          or repeal the by-laws of the Corporation.
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               6. Election of directors need not be by written ballot.

               7. (a) Any person who was or is a party or is
          threatened to be made a party to any threatened, pending, or
          completed action, suit, or proceeding, whether civil,
          criminal, administrative, or investigative (whether or not
          by or in the right of the Corporation) by reason of the fact
          that he is or was a director, officer, incorporator,
          employee, or agent of the Corporation, or is or was serving
          at the request of the Corporation, or is or was serving at
          the request of the Corporation as a director, officer,
          incorporator, employee, or agent of another corporation,
          partnership, joint venture, trust, or other enterprise
          (including an employee benefit plan), shall be entitled to
          be indemnified by the Corporation to the full extent then
          permitted by law against expenses (including attorneys'
          fees), judgments, fines (including excise taxes assessed on
          a person with respect to an employee benefit plan), and
          amounts paid in settlement incurred by him in connection
          with such action, suit, or proceeding. Such right of
          indemnification shall inure whether or not the claim
          asserted is based on matters which antedate the adoption of
          this Article 7. Such right of indemnification shall continue
          as to a person who has ceased to be a director, officer,
          incorporator, employee, or agent and shall inure to the
          benefit of the heirs and personal representatives of such a
          person. The foregoing rights of indemnification shall not be
          deemed exclusive of any other rights to which such a
          director, officer, incorporator, employee, agent, heir, or
          personal representative may otherwise be entitled.

                  (b) No director of the Corporation shall be
          personally liable to the Corporation or its stockholders for
          monetary damages for breach of fiduciary duty as a director;
          provided, however, that the foregoing clause shall not apply
          to any liability of a director (i) for any breach of the
          director's duty of loyalty to the Corporation or its
          stockholders, (ii) for acts or omissions not in good faith
          or which involve intentional misconduct or a knowing
          violation of the law, (iii) under Section 174 of the
          Delaware General Corporation Law, or on personal liability
          provided herein, shall be limited to the fullest extent
          permitted by the amended Delaware Law, or (iv) for any
          transaction from which the director derived an improper
          personal benefit. If the Delaware General Corporation Law
          hereafter is amended to authorize the further elimination or
          limitation of the liability of directors, then the liability
          of a director of the Corporation, in addition to the
          limitation on personal liability provided herein, shall be
          limited to the fullest extent permitted by the amended
          Delaware General Corporation Law.

               8. Any action required or permitted to be taken by the
          holders of Common Stock at any meeting of stockholders of
          the Corporation may be taken without a meeting only by
          unanimous written consent signed by the holders of all the
          outstanding shares of Common Stock.

          FOURTH: This Restated Certificate of Incorporation has been
duly adopted in accordance with Section 245 of the DGCL.

          FIFTH: This Restated Certificate of Incorporation only
integrates and restates, and does not further amend, the provisions of
the Corporation's Certificate of Incorporation, as heretofore amended,
and there is no discrepancy between the provisions of the
Corporation's Certificate of Incorporation and the provisions of this
Restated Certificate of Incorporation.

          IN WITNESS WHEREOF, this Restated Certificate of
Incorporation, having been duly adopted in accordance with the
provisions of Section 245 of the DGCL, has been executed this 14th day
of October, 1997.


                             AXSYS TECHNOLOGIES, INC.



                             By:   /s/ Stephen W. Bershad
                                -----------------------------------
                                   Stephen W. Bershad
                                   Chairman of the Board and
                                   Chief Executive Officer
