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

                                October 21, 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 October 21, 2004, Digital Fusion, Inc. (the "Company") issued a press
release announcing the completion of a $1.65 million equity financing
transaction with Madison Run, LLC.

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





                                   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: October 21, 2004

                               DIGITAL FUSION, INC.



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





                                  EXHIBIT INDEX


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

99.1                   Press release dated October 21, 2004, issued by Digital
                       Fusion, Inc.

EX-99.1

                                                                    EXHIBIT 99.1

      Digital Fusion Completes Equity Financing with Madison Run

    HUNTSVILLE, Ala.--(BUSINESS WIRE)--Oct. 21, 2004--Digital Fusion,
Inc. (OTCBB:DIGF), a business and information technology (IT) services
provider, today announced that the Company completed a $1.65 million
equity financing transaction 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 potentially make acquisitions.
    Madison Run purchased 1.65 million shares of Digital Fusion common
stock at $1.00 per share and its affiliate was issued a five-year
warrant to purchase 50,000 shares Digital Fusion common stock at $1.25
per share. Madison Run, LLC is a private equity fund specializing in
providing growth capital to Huntsville based technology firms. In May
of 2004, Madison Run fund made a $450,000 equity investment in Digital
Fusion.

    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