8-K

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

                                    FORM 8-K
                                  _____________

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               September 30, 2004
                Date of report (date of earliest event reported)

                                  _____________

                              DIGITAL FUSION, INC.
             (Exact Name of Registrant as Specified in its Charter)
                                  _____________



           Delaware                  0-24073                   13-3817344
 (State or Other Jurisdiction      (Commission                (IRS Employer
       of Incorporation)           File Number)             Identification No.)


                  4940-A Corporate Drive, Huntsville, AL 35805
                    (Address of Principal Executive Offices)

                                 (256) 837-2620
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former Name or Former address, if Changed Since Last Report)
                                  _____________


Check the appropriate box below if the Form 8-K filing in intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|    Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

|_|    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

|_|    Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14D-2(b))

|_|    Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))


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Item 8.01   OTHER EVENTS

The following information is being furnished pursuant to Item 8.01.

     On September 30, 2004, Digital Fusion, Inc. (the "Company") issued a press
release announcing the equity financing commitment from Madison Run, LLC and
hiring of Edward Rawlinson as VP of Engineering Services.

     A copy of the press release is attached hereto as Exhibit 99.1.



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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: September 30, 2004

                                       DIGITAL FUSION, INC.



                                       By: /s/ Roy E. Crippen, III
                                           -------------------------------------
                                           Roy E. Crippen, III, Chief Executive
                                           Officer, and Director



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                                  EXHIBIT INDEX


Exhibit No.                Description
- -----------                -----------

99.1                       Press release dated September 30, 2004, issued by
                           Digital Fusion, Inc.



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EX-99.1

                                                                    EXHIBIT 99.1

Digital Fusion Announces Equity Financing Commitment from Madison Run;
     Company Hires Edward Rawlinson as VP of Engineering Services

    HUNTSVILLE, Ala.--(BUSINESS WIRE)--Sept. 30, 2004--Digital Fusion,
Inc. (OTCBB:DIGF), a business and information technology (IT) services
provider, today announced that the Company has agreed to a $1.6
million equity financing commitment with Madison Run, LLC. The
financing will allow Digital Fusion to retire certain debt, provide
working capital to grow its federal engineering services business and
provide capital to make potential acquisitions. The Company also
announced today that Mr. Edward Rawlinson joined Digital Fusion on
September 13, 2004 as Vice President of Engineering Services reporting
to the Company's president and COO, Mr. Gary Ryan.
    The financing agreement will allow Madison Run to purchase 1.6
million shares of Digital Fusion common stock at $1.00 per share as
well as the issuance of 50,000 five-year warrants to purchase Digital
Fusion common stock at $1.25 per share. The investment and stock sale
is subject to the execution of definitive agreements on or before
October 8, 2004. Madison Run, LLC is a private equity fund
specializing in providing growth capital to Huntsville based
technology firms. In May of 2004 the Madison fund made a $450,000
equity investment in Digital Fusion.
    "We are pleased to have the continued support of Madison Run,"
said Roy Crippen, chief executive officer. "This financing will allow
us to pursue our strategic growth initiatives in high-end federal
services through key hires like Mr. Rawlinson and to fund potential
acquisitions in this area as well."
    Mr. Rawlinson has over 30 years experience in the Ballistic
Missile Defense industry specializing in the analysis, development and
test of missile systems, and holds Bachelor's and Master's degrees in
Aerospace Engineering from Auburn University. Prior to Joining Digital
Fusion, Mr. Rawlinson was the Group Director for Advanced Technology
at SYColeman, a subsidiary of L-3 Communication, Inc.
    "We are very pleased to have Ed join our Company to head up our
newly formed Engineering Services Division," said Gary Ryan. "We
expect to see a fourth quarter revenue contribution from Ed's division
and a significant contribution soon after."
    "I am looking forward to the challenge of establishing the
Engineering Services Division of Digital Fusion as a leader in
providing innovative technical solutions to our customers," said Mr.
Rawlinson. "I believe that my 30 years of experience in this area will
help to propel the Company's expansion plans."

    About Digital Fusion

    Digital Fusion is a business and information technology consulting
company helping its customers make the most of technology to access
business information, enhance the performance of their human resources
and meet their business needs.
    Digital Fusion provides a range of services in business process
and application strategy and development, including Application
Development and Data Management, Systems Integration and IT Support.
Based in the eastern U.S., Digital Fusion has offices in Washington
D.C., Philadelphia, Orlando, Huntsville, and New Jersey. For
additional information about Digital Fusion visit
http://www.digitalfusion.com.

    Forward-Looking Statements. All statements other than statements
of historical fact included in this release are forward-looking
statements. When used in this release, words such as "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions,
as they relate to the Company or its management, as well as
assumptions made by and information currently available to the
Company's management, identify forward-looking statements. Actual
results could differ materially from those contemplated by the
forward-looking statements as a result of certain factors including,
but not limited to: the effect of business and economic conditions;
the impact of competitive products and pricing; and capacity and
supply constraints or difficulties. Such statements reflect the
current views of the Company with respect to future events and are
subject to these and other risks, uncertainties and assumptions
relating to the operations, results of operations, growth strategy and
liquidity of the Company.

    CONTACT: Digital Fusion, Inc., Huntsville
             Roy E. Crippen, 256-837-2620
             rcrippen@digitalfusion.com