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

                                 January 3, 2005
                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))



Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

     On January 6, 2005, the Company announced that one of the it's operating
divisions, Summit Research Corporation ("Summit/DFI"), was recently awarded a
$3.2 million contract by the U.S. Army Space and Missile Defense Command
(USASMDC) to provide advanced weapons, sensors, and airborne sensor technologies
research and development. The estimated potential value of the award is $24.4
million if all options are exercised. The contract award consists of a Basic
Effort award valued at approximately $400,000 and award options Option I, Option
II and Option III valued at approximately $6 million, $9 million and $9 million
respectively. The Basic Effort and approximately $2.8 million of Option I have
been exercised and funded.

     On September 13, 2004 the Company entered into an employment agreement (the
"Agreement") with Edward Rawlinson (the "Executive") pursuant to which the
Company has retained the Executive to serve as Vice President - Engineering
Services Division of the Company. The following summary is qualified in its
entirety by reference to the text of the Agreement.

The Agreement provides for the employment of the Executive for a period of two
years commencing on September 13, 2004, unless terminated earlier pursuant to
the terms of the Agreement. Under the terms of the Employment Agreement, the
Executive will receive annual compensation of no less than $175,000 and
participate in the Company's Executive Incentive Plan. The Company granted to
the Executive the option to purchase 245,000 shares of the Company's common
stock exercisable at $0.885 a share of which 82,000 shares are currently vested
and the remainder are subject to vesting performance structure set by the Board
of Directors. The Company will provide for the Executive's participation in the
medical, dental, vision, life and disability insurance programs maintained by
the Company for its employees. In addition, the Company shall pay the Executive
a $125 a month allowance for telephone expenses.

The Agreement also provides for the payment by the Company to the Executive
severance payments equal to six months of the Executive's current base salary
plus any accrued incentive bonus upon a voluntary termination of employment for
"good reason," an involuntary termination of employment without "good cause," or
a voluntary termination of employment following a reduction in the Executive's
duties or title occurring within 12 months after a "change in control" of the
Company. Following such a termination of employment, the Executive will receive
(i) all benefits that have vested under the terms of the Agreement, and (ii)
health care coverage continuation rights under COBRA.

In the event the Executive terminates his employment for other than "good
reason," or the Company terminates the Executive's employment for "cause," the
Executive shall not be entitled to receive any salary or other compensation or
other benefits for any period after such termination. However, following such a
termination of employment, the Executive will receive (i) all benefits that have
vested under the terms of the Agreement, and (ii) health care coverage
continuation rights under COBRA. The Agreement and all benefits provided under
the Agreement will terminate immediately upon the death of the Executive,
provided that the Executive's heirs and estate will receive all benefits that
have vested under any written term of plan, and the Executive's dependents will
receive health care coverage continuation rights under COBRA.

The Agreement contains restrictive covenants which prohibit the Executive from
(i) associating with a business that is competitive with any line of business of
the Company for which the Executive provided services during the term of the
Executive's employment, without the Company's consent and (ii) soliciting the
Company's agents and employees during the term of the Executive's employment and
for a period of one year following any termination of employment.



     On January 3, 2005 the Company entered into an employment agreement (the
"Agreement") with Joseph Summers (the "Executive") pursuant to which the Company
has retained the Executive to serve as Vice President - Strategic Planning of
the Company. The following summary is qualified in its entirety by reference to
the text of the Agreement.

The Agreement provides for the employment of the Executive for a period of two
years commencing on January 3, 2005, unless terminated earlier pursuant to the
terms of the Agreement. Under the terms of the Employment Agreement, the
Executive will receive annual compensation of no less than $150,000 and
participate in the Company's Executive Incentive Plan. The Company granted to
the Executive the option to purchase 145,000 shares of the Company's common
stock exercisable at $2.625 a share of which 50,000 shares are currently vested
and the remainder are subject to vesting performance structure set by the Board
of Directors. The Company will provide for the Executive's participation in the
medical, dental, vision, life and disability insurance programs maintained by
the Company for its employees. In addition, the Company shall pay the Executive
a $125 a month allowance for telephone expenses.

The Agreement also provides for the payment by the Company to the Executive
severance payments equal to six months of the Executive's current base salary
plus any accrued incentive bonus upon a voluntary termination of employment for
"good reason," an involuntary termination of employment without "good cause," or
a voluntary termination of employment following a reduction in the Executive's
duties or title occurring within 12 months after a "change in control" of the
Company. Following such a termination of employment, the Executive will receive
(i) all benefits that have vested under the terms of the Agreement, and (ii)
health care coverage continuation rights under COBRA.

In the event the Executive terminates his employment for other than "good
reason," or the Company terminates the Executive's employment for "cause," the
Executive shall not be entitled to receive any salary or other compensation or
other benefits for any period after such termination. However, following such a
termination of employment, the Executive will receive (i) all benefits that have
vested under the terms of the Agreement, and (ii) health care coverage
continuation rights under COBRA. The Agreement and all benefits provided under
the Agreement will terminate immediately upon the death of the Executive,
provided that the Executive's heirs and estate will receive all benefits that
have vested under any written term of plan, and the Executive's dependents will
receive health care coverage continuation rights under COBRA.

The Agreement contains restrictive covenants which prohibit the Executive from
(i) associating with a business that is competitive with any line of business of
the Company for which the Executive provided services during the term of the
Executive's employment, without the Company's consent and (ii) soliciting the
Company's agents and employees during the term of the Executive's employment and
for a period of one year following any termination of employment.

     On January 3, 2005 the Company entered into an employment agreement (the
"Agreement") with Michael W. Wicks (the "Executive") pursuant to which the
Company has retained the Executive to serve as President - Summit Research, a
division of the Company. The following summary is qualified in its entirety by
reference to the text of the Agreement.

The Agreement provides for the employment of the Executive for a period of two
years commencing on January 3, 2005, or until the Note referenced in Item 2.01
is repaid or converted. unless terminated earlier pursuant to the terms of the
Agreement. Under the terms of the Employment Agreement, the Executive will
receive annual compensation of no less than $160,000 and participate in the
Company's Executive Incentive Plan. The Company will provide for the Executive's
participation in the medical, dental, vision, life and disability insurance
programs maintained by the Company for its employees. In addition, the Company
shall pay the Executive a $125 a month allowance for telephone expenses.



The Agreement also provides for the payment by the Company to the Executive
severance payments equal to six months of the Executive's current base salary
plus any accrued incentive bonus upon a voluntary termination of employment for
"good reason," an involuntary termination of employment without "good cause," or
a voluntary termination of employment following a reduction in the Executive's
duties or title occurring within 12 months after a "change in control" of the
Company. Following such a termination of employment, the Executive will receive
(i) all benefits that have vested under the terms of the Agreement, and (ii)
health care coverage continuation rights under COBRA.

In the event the Executive terminates his employment for other than "good
reason," or the Company terminates the Executive's employment for "cause," the
Executive shall not be entitled to receive any salary or other compensation or
other benefits for any period after such termination. However, following such a
termination of employment, the Executive will receive (i) all benefits that have
vested under the terms of the Agreement, and (ii) health care coverage
continuation rights under COBRA. The Agreement and all benefits provided under
the Agreement will terminate immediately upon the death of the Executive,
provided that the Executive's heirs and estate will receive all benefits that
have vested under any written term of plan, and the Executive's dependents will
receive health care coverage continuation rights under COBRA.

The Agreement contains restrictive covenants which prohibit the Executive from
(i) associating with a business that is competitive with any line of business of
the Company for which the Executive provided services during the term of the
Executive's employment, without the Company's consent and (ii) soliciting the
Company's agents and employees during the term of the Executive's employment and
for a period of one year following any termination of employment.

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On January 3, 2005, pursuant to a Stock Purchase Agreement dated October
28, 2004 by and between Digital Fusion, Inc. ("Digital Fusion") and Michael W.
Wicks ("Wicks"), Digital Fusion acquired all of Wicks' outstanding capital stock
of Summit Research Corporation ("Summit").

     Under the terms of the Agreement, the Company paid to Wicks (a) $1,600,000
in cash, (b) 575,000 shares of the Company's common stock and (c) a convertible
promissory note (the "Note") in the cumulative amount of $2,700,000. On the six
month anniversary of the Closing, Wicks shall receive $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). 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.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.



     On January 3, 2005, the Company issued 575,000 shares of its common stock
to Wicks as part of the purchase price of all of Wick's outstanding capital
stock of Summit. These shares were issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of 1933 ("Act") and
Regulation D promulgated under the Act.

     In addition, if the full original principal amount of the Note were
converted, this would result in the issuance of an aggregate of 1,200,000 shares
of the Company's common stock

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

     The Company issued a press release announcing the award of a $3.2 Million
USASMDC Contract to Summit Research which is attached as Exhibit 99.1.


Section 9 - Financial Statements Exhibits

Item 9.01 Financial Statements and Exhibits

(a)  Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 calendar days after the date this report on Form 8-K must be
filed.

(b)  Pro Forma Financial Information

The pro forma financial statements required by Item 9.01(b) will be filed by
amendment within 71 calendar days after the date this report on Form 8-K must be
filed.

(c)  Exhibits

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

        99.1*     Press release dated January 4, 2005, issued by Digital Fusion,
                  Inc.
        99.2*     Press release dated January 6, 2005, 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: January 7, 2005

                               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 January 4, 2005, issued by Digital Fusion, Inc.
  99.2*      Press release dated January 6, 2005, issued by Digital Fusion, Inc.


*Filed herewith.

EX-99.1

                                                                    EXHIBIT 99.1

              Digital Fusion Completes Summit Research Acquisition

     HUNTSVILLE, Ala.--(BUSINESS WIRE)--Jan. 4, 2005--Digital Fusion, Inc.
(OTCBB:DIGF), an information technology ("IT") and engineering services
provider, today announced that the planned acquisition of Summit Research
Corporation (Summit) has now been completed. The acquisition significantly
strengthens Digital Fusion's engineering services in modeling simulation and
engineering analysis. 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.
     Summit 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.

     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 divisions 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; Hardware-in-the-Loop Testing; Program Analysis; and
Ground/Flight Planning, Execution, and Data Analysis. Based in Huntsville AL,
Digital Fusion also has offices in Washington D.C., Orlando, 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
"project," "anticipate," "believe," "estimate," "expect," "plan," "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. Similarly, statements herein
that describe the Company's business strategy, outlook, objectives, plans,
intentions or goals are also 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;
capacity and supply constraints or difficulties, the Company's dependence on
continued funding of U.S. government programs; contract procurement and
termination risks; competitive factors such as pricing pressures and/or
competition to hire and retain employees, and material changes in laws or
regulations applicable to the Company businesses. 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. These
statements reflect the Company's current beliefs and are based upon information
currently available to it. Be advised that developments subsequent to this
release are likely to cause these statements to become outdated with the passage
of time.


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

EX-99.2

                                                                    EXHIBIT 99.2

             Summit Research Awarded $3.2 Million USASMDC Contract;
      Potential Value Estimated at $24.4 Million If All Options Exercised

     HUNTSVILLE, Ala.--(BUSINESS WIRE)--Jan. 6, 2005--Digital Fusion, Inc.
(OTCBB:DIGF), an information technology ("IT") and engineering services
provider, today announced that one of the Company's operating divisions, Summit
Research Corporation ("Summit/DFI"), was recently awarded a $3.2 million
contract by the U.S. Army Space and Missile Defense Command (USASMDC) to provide
advanced weapons, sensors, and airborne sensor technologies research and
development. The estimated potential value of the award is $24.4 million if all
options are exercised. The contract award consists of a Basic Effort award
valued at approximately $400,000 and award options Option I, Option II and
Option III valued at approximately $6 million, $9 million and $9 million
respectively. The Basic Effort and approximately $2.8 million of Option I have
been exercised and funded.
     Under the terms of this award, Summit/DFI will support the Advanced
Technology Directorate of USASMDC by providing highly-integrated capability for
the design, analysis, and testing of sensors and airborne sensor and weapons
platforms. This experience will be leveraged to provide capabilities and
components that can be transitioned into current development and acquisition
programs. The Advanced Technology Directorate of USASMDC is advancing critical
technologies that can feed into thrust areas identified by the Program Executive
Office, Air, Space and Missile Defense (PEOASMD). This effort will benefit the
Government by providing technologies in the categories of Weapons Technologies,
Sensor Technologies, and Airborne Sensor Technologies.

     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; Hardware-in-the-Loop Testing; Program Analysis; and
Ground/Flight Planning, Execution, and Data Analysis. Based in Huntsville AL,
Digital Fusion also has offices in Washington D.C., Orlando, 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 "project", "anticipate," "believe,"
"estimate," "expect," "plan", "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. Similarly, statements herein that describe the Company's business
strategy, outlook, objectives, plans, intentions or goals are also
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; capacity and supply constraints
or difficulties, the Company's dependence on continued funding of U.S.
government programs; contract procurement and termination risks; competitive
factors such as pricing pressures and/or competition to hire and retain
employees, and material changes in laws or regulations applicable to the Company
businesses. 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. These statements reflect the Company's
current beliefs and are based upon information currently available to it. Be
advised that developments subsequent to this release are likely to cause these
statements to become outdated with the passage of time.


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