8-K

                                  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 28, 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 File Number)       (IRS Employer
     of Incorporation)                                       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))



Item 1.01   Entry Into a Material Definitive Agreement

     On October 28, 2004, Digital Fusion, Inc. (the "Company") entered into a
Stock Purchase Agreement (the "Agreement") with Michael W. Wicks ("Wicks")
pursuant to which Wicks agreed to sell all of his outstanding capital stock of
Summit Research Corporation ("Summit").

     Under the terms of the Agreement, the Company will pay to Wicks (a)
$1,600,000 in cash at the closing of the transaction (the "Closing"), (b)
575,000 shares of the Company's common stock as of the Closing, (c) on the six
month anniversary of the Closing, $600,000 cash plus an additional amount equal
to the excess of Summit's tangible net worth as of the Closing in excess of
$900,000 (the "Second Payment"). The tangible net worth of Summit as of the
Closing shall be determined by Summit's independent certified public accountants
(subject to review by the Company's independent certified public accountants),
and (d) a convertible promissory note (the "Note") in the cumulative amount of
$2,700,000. To the extent that Summit's tangible net worth as of the Closing is
less than $900,000, the Note shall be reduced by that same amount.

     The principal portion of the Note may be converted at any time by Wicks
into a number of shares determined by dividing the converted principal amount of
the Note by the Conversion Price of $2.25 per share. In the event the entire
Note is converted, Wicks will receive a total of 1,200,000 shares of the
Company's common stock. No interest shall accrue on the Note during any calendar
month in which the Company's common stock is publicly traded and the average
closing price of the Company's common stock is greater than $2.80 per share.

     The Closing, subject to normal closing conditions, is scheduled for January
3, 2005.


Item 9.01   Financial Statements and Exhibits

(c) Exhibits.

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

       99.1*               Press release dated November 3, 2004, issued by
                           Digital Fusion, Inc.

*  Filed herewith.




                                   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: November 3, 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 November 3, 2004, issued by
                           Digital Fusion, Inc.

*Filed herewith.

EX-99.1

PRESS RELEASE                                                       EXHIBIT 99.1

For further information:

Roy E. Crippen
Chief Executive Officer
+1.256.837.2620
rcrippen@digitalfusion.com


        Digital Fusion Announces Upcoming Acquisition of Summit Research

HUNTSVILLE, AL. - November 3, 2004, Digital Fusion, Inc. (OTCBB: DIGF), an
information technology ("IT") and engineering services provider, today announced
that on October 28, 2004 the Company signed definitive agreements to purchase
all of the capital stock of Summit Research Corporation ("Summit"). The closing
of the transaction is scheduled for January 3rd, 2005. Mr. Michael Wicks,
co-founder of Summit, will manage his current customers and assume the title of
president, Summit Research, a division of Digital Fusion. The Company believes
that the acquisition will be accretive to earnings immediately.

Summit Research Corporation was formed in October 2001 as a small business to
provide high-technology engineering support and other technical services to DOD
and industrial customers. Summit's market focus is technical support services
for the US Army Aviation and Missile Command, Redstone Arsenal, AL. Summit has
technical expertise in various engineering disciplines including modeling &
simulation, hardware-in-the-loop testing, mechanical design & prototype
fabrication, information technology and information management systems, program
analysis, and associated technology transfer into production automation
processes.

The consideration to be paid to Summit by the Company includes cash, common
stock and a convertible 3-year promissory note. It is the intent of both Summit
and the Company that all employees of Summit become employees of Digital Fusion
on January 3rd, 2005 and that, for the foreseeable future, the brand of Summit
Research Corporation is maintained. As of September 30, 2004, Summit had 55
employees of which 54 were on funded billable assignments. Summit's un-audited
revenue and pretax earnings for the trailing twelve months from September 30,
2004 were $7.81 million and $745,000 respectively.

"We are extremely pleased to have Mike and his team join us at Digital Fusion,"
said Roy Crippen, chief executive officer. "Summit has a terrific reputation in
the missile defense industry and will quickly bolster our ability to provide
quality engineering services."

                                     -MORE-



"The acquisition of Summit positions Digital Fusion in a strategic market, that
I believe, will continue to grow and is critical to the Department of Defense's
future way of doing research and development," said Mr. Gary Ryan, president.
"Mike and his team bring a strong capability and customer base in modeling and
simulation and engineering analysis at the U.S. Army Aviation and Missile
Research, Development and Engineering Center at Redstone Arsenal. They are on
the leading edge of technologies being developed to evaluate improvements to
existing aviation and missile systems as well as new systems being acquired. In
addition, we expect a lot of synergy between Summit and our engineering services
and information technology divisions as we are now able to deliver a broader
services offering to existing clients of all three divisions. In fact, we have
already begun to pursue multiple opportunities for our broader service
capabilities."

"I am looking forward to joining Digital Fusion and working with Gary Ryan,"
said Mr. Wicks. "With over thirty years experience in the federal marketplace,
Gary is one of the most well respected people in the Huntsville community and a
proven leader. Summit's success has been the direct result of our outstanding
employees and they're on going commitment to our customer base. We plan to
continue to provide innovative solutions to our existing customers as well as
cross selling and leveraging our services to Digital Fusion's client base."

About Digital Fusion

Digital Fusion is an information technology and engineering services company
that helps its customers make the most of technology to meet their business
needs. Digital Fusion's IT Services division provides solutions to both
government and commercial customers, focused in the following areas: Business
Process Automation, Application Development and Data Management, Application
Security, Web Portals and Digital Dashboards, System Integration and IT Support.
Digital Fusion's Engineering Services division supports a variety of customers
with state-of-the-art solutions that include: Computational Aerodynamics/CFD;
Optical Systems Design, Development and Test; Thermo/structural Dynamics; Models
and Simulations; and Ground/Flight Planning, Execution, and Data Analysis. Based
in Huntsville AL, Digital Fusion also has offices in Washington D.C.,
Philadelphia, Orlando, and New Jersey. For additional information about Digital
Fusion visit 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.

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