<SUBMISSION>
<ACCESSION-NUMBER>0001175735-04-000007
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20040217
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>AXSYS TECHNOLOGIES INC
<CIK>0000206030
<ASSIGNED-SIC>3827
<IRS-NUMBER>111962029
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1228
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
<ACT>34
<FILE-NUMBER>005-32228
<FILM-NUMBER>04608268
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>175 CAPITAL BLVD SUITE 103
<CITY>ROCKY HILL
<STATE>CT
<ZIP>06067
<PHONE>2018711500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>175 CAPITAL BLVD SUITE 103
<CITY>ROCKY HILL
<STATE>CT
<ZIP>06067
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>VERNITRON CORP
<DATE-CHANGED>19920703
</FORMER-COMPANY>
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<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>ALBERT FRIED & CO LLC
<CIK>0001175735
<IRS-NUMBER>135089432
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>60 BROAD STREET
<CITY>NEW YORK
<STATE>NY
<ZIP>10004
<PHONE>2124227282
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>60 BROAD STREET 39TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10004
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<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>axys13ga2004a.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*



AXSYS TECHNOLOGIES, Inc.
-----------------------------------------------------------------
(Name of Issuer)


COMMON STOCK; $0.01 Par Value
-----------------------------------------------------------------
(Title of Class of Securities)


054615109
-----------------------------------------------------------------
(CUSIP Number)


December 31, 2003
-----------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

	| X | Rule 13d-1(b)
	| X | Rule 13d-1(c)
	| _ | Rule 13d-1(d)




<PAGE>

CUSIP Number:	054615109

1) NAME OF REPORTING PERSON
	ALBERT FRIED & COMPANY, LLC
	13-5089432

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) |   |
	(b) | X |

3) SEC USE ONLY

4) CITIZEN OR PLACE OF ORGANIZATION

	LLC organized in New York


5) SOLE VOTING POWER
	475,143

6) SHARED VOTING POWER
	None

7) SOLE DISPOSITIVE POWER
	475,143

8) SHARED DISPOSITIVE POWER
	NONE

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	522,280

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	11.20 %

12) TYPE OF REPORTING PERSON
	BD

*Albert Fried & Company, LLC (AF&Co), an NASD Member firm,
is a market maker (dealer) in the Issuers common stock.
Certain securities reported herein are held by AF&Co in its
dealer (market-making) account.  The dealer inventory is
acquired and disposed of in the ordinary course of business
and incident to the establishment of a primary or secondary
market for such security in accordance with Section 16(d)
of the Securities Exchange Act of 1934.  As of February 11,
2004, 69,016 shares were held in the market making account.



<PAGE>

CUSIP Number:	054615109

1) NAME OF REPORTING PERSON

	ALBERT FRIED JR.

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) |   |
	(b) | X |

3) SEC USE ONLY

4) CITIZEN OR PLACE OF ORGANIZATION

	UNITED STATES OF AMERICA

5) SOLE VOTING POWER
	47,137

6) SHARED VOTING POWER
	522,280

7) SOLE DISPOSITIVE POWER
	47,137

8) SHARED DISPOSITIVE POWER
	475,143

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	522,280

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	11.20 %

12) TYPE OF REPORTING PERSON
	IN


Albert Fried Jr., as the managing member of Albert Fried &
Company, LLC.(AF&Co), may be deemed the beneficial owner of
the shares reported herein by AF&Co. Accordingly, these shares
reported herein by Albert Fried Jr. include those shares
separately reported herein by AF&Co.

Mr. Fried disclaims, for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, any beneficial
ownership of shares held by AF&Co in its market-maker (dealer)
 account, except to the extent of his indirect pecuniary
interest therein, and this report shall not be deemed an
admission that Mr. Fried is the beneficial owner of such
securities for purposes of Section 16 or for any other purposes.
AF&Co is a market maker (dealer) in the Issuers common stock,
acquiring and disposing of the Issuers stock in the ordinary
course of business and incident to the establishment of a
secondary market for such security in accordance with Section
16(d) of the Securities Exchange Act of 1934.





<PAGE>

ITEM 1(a)	NAME OF ISSUER:

		AXSYS TECHNOLOGIES, INC.

ITEM 1(b) 	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               	175 Capital Boulevard, Suite 103
		Rocky Hill, Connecticut  06067

ITEM 2(a) 	NAME OF PERSON FILING:

Albert Fried & Company, LLC.
(The members of Albert Fried & Company, LLC are Albert Fried
Jr., Anthony Katsingris, Christina E. Fried and The Fried Group)

Albert Fried Jr.

ITEM 2(b) 	ADDRESS OF PRINCIPAL BUSINESS OFFICE:

		60 Broad Street; 39th Floor
		New York, 	NY    10004

ITEM 2(c) CITIZENSHIP:

Please refer to Item 4 on each cover sheet for each filing person.


ITEM 2(d) TITLE OF CLASS OF SECURITIES:

		COMMON STOCK, $0.01 Par Value

ITEM 2(e)  CUSIP NUMBER:

		054615109

ITEM 3: STATEMENT IS FILED AS A GROUP IN PURSUANT TO RULE 13d-1(b):

	Please see Items 5-9 and 11 for each cover sheet for
	each filing separately.

ITEM 4:	OWNERSHIP

	Please see Items 5-9 and 11 for each cover sheet for
	each filing separately.

	4(a)	AMOUNT BENEFICIALLY OWNED:	522,280 SHARES
	4(b) 	PERCENT OF CLASS:		11.20%**

	**Please see Items 5-9 and 11 and footnotes for each
	cover sheet for each filing separately


ITEM 5 OWNERSHIP OF LESS THAN FIVE PERCENT OF A CLASS:

	NOT APPLICABLE

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

        NOT APPLICABLE

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

	NOT APPLICABLE

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

	BD- Albert Fried & Company, LLC, an NASD Member Firm.
	IN- Albert Fried Jr., managing member of Albert Fried & Co.


ITEM 9 NOTICE OF DISSOLUTION OF GROUP:

	NOT APPLICABLE

<PAGE>

ITEM 10  CERTIFICATION:

Certification filed pursuant to Section 13d-1(b):

By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.


DATE:	February 11, 2004


	ALBERT FRIED & COMPANY, LLC.

By	/s/ Albert Fried, Jr.
	----------------------
	Name:  Albert Fried, Jr
	Title: Managing Member




Certification filed pursuant to Section 13d-1(b):

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acqired and are
 not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
 not acquired and are not held in connection with or as a participant
 in any transaction having that purpose or effect.


After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.


DATE:	February 11, 2004

	ALBERT FRIED JR.

By	/s/ Albert Fried, Jr.
	----------------------
	Name:  Albert Fried, Jr







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