DIGITAL FUSION, INC.
                             4940-A Corporate Drive
                              Huntsville, AL 35805
                                  May 11, 2005


Ms. Sara Kaylin
Securities and Exchange Commission
Washington, D.C. 20549-0406

      Re:      Digital Fusion, Inc.; Preliminary Proxy Statement Schedule 14A
               Filed May 2, 2005
               (SEC File Number 0-24073)

Dear Ms. Kaylin:

         In response to the oral comment received by you yesterday, the Company
does not have any current definitive plans for the grant of options in
connection with 2005 Stock Option Plan described in Proposal 3 of the Company's
Proxy Statement. Attached hereto is a copy of the amended Proposal 3. If you
have questions concerning this, please contact the undersigned at (407)
654-3043.

                                            Yours truly,

                                            Digital Fusion, Inc.


                                            By: /s/ Elena I. Crosby
                                            Elena I. Crosby,
                                            Director, Legal & Government Affairs





                 PROPOSAL 3 - APPROVAL OF 2005 STOCK OPTION PLAN

         Being submitted to the stockholders for approval at the 2005 Annual
Meeting is the 2005 Digital Fusion, Inc. Stock Option Plan (the "2005 Stock
Option Plan"), an incentive and non-qualified stock option plan which authorizes
the issuance of up to 750,000 shares of our common stock. The 2005 Stock Option
Plan was approved by the Board of Directors subject to stockholder approval. If
the 2005 Stock Option Plan is approved, the 750,000 shares of common stock being
authorized will be used to grant non-qualified stock options to our employees,
directors, officers and consultants and incentive stock options to our
employees. The Company does not have any current definitive plans for the grant
of options.

         With respect to incentive stock options, the 2005 Stock Option Plan
provides that the exercise price of each such option must be at least equal to
100% of the fair market value of our common stock on the date of grant (110% in
the case of stockholders who, at the time the option is granted, own more than
10% of the outstanding common stock), and requires that all such options have an
expiration date not later than that date which is one day before the tenth
anniversary of the date of the grant (or the fifth anniversary of the date of
grant in the case of 10% stockholders). Pursuant to the provisions of the 2005
Stock Option Plan, the aggregate fair market value, determined as of the date(s)
of grant, for which incentive stock options are first exercisable by an option
holder during any one calendar year cannot exceed $100,000.

         With respect to non-qualified stock options, the 2005 Stock Option Plan
requires that the exercise price of all such options be at least equal to 100%
of the fair market value of our common stock on the date such option is granted
and requires that all such options have an expiration date not later than that
date which is one day before the tenth anniversary of the date of the grant of
such option.

         The Board of Directors believes that the Company and its stockholders
have benefited from the grant of stock options in the past and that similar
benefits will result from the adoption of the 2005 Stock Option Plan. It is
believed that stock options play an important role in providing eligible
employees with an incentive and inducement to contribute fully to our Company's
and our subsidiaries' further growth and development because of the opportunity
to acquire a proprietary interest in the Company on an attractive basis. Our
current policy is to grant every full-time employee an option to purchase a
minimum of 250 shares of common stock. The Company

         Options granted under the 2005 Stock Option Plan terminate on the date
the optionee's relationship with us is terminated except if termination is by
reason of death or disability. In such event, the option remains exercisable for
three months after the optionee's death or termination of employment by reason
of disability (twelve months in the case of incentive stock options). If an
optionee's employment or service is terminated within three months following a
Stock Option Change of Control, then the options will remain exercisable for
three months after the optionee's termination.

         The Board of Directors has a limited right to modify or amend the 2005
Stock Option Plan, which does not include the right to increase the number of
shares available for the grant of options.

         During the term of the 2005 Stock Option Plan, our eligible employees
will receive, for no consideration prior to exercise, the opportunity to profit
from any rise in the market value of our common stock. This will dilute the
equity interest of our other stockholders. The grant and exercise of the options
also may affect our ability to obtain additional capital during the term of any
options.

         The 2005 Stock Option Plan will be administered by the Compensation
Committee appointed by the Board of Directors. The Compensation Committee is
comprised of Messrs. Garner, Greene and Lofty. The description of the proposed
2005 Stock Option Plan set forth above is a summary of various provisions of the
2005 Stock Option Plan and is not a complete description of the plan. The Plan
is attached to this proxy statement as Appendix A.




Federal Income Tax Consequences

         The following is a summary of the federal income tax treatment of the
stock options which may be granted under the 2005 Stock Option Plan based upon
the current provisions of the Internal Revenue Code. This summary does not
purport to be a complete and detailed description of all possible tax
consequences to the recipient of a stock option. It describes the federal tax
consequences in effect as of the date of this Proxy Statement. Each holder of a
stock option is advised to consult his or her tax advisor because tax
consequences may vary depending on the individual circumstances of the holder.

         An option holder who exercises a non-qualified stock option will
recognize taxable compensation at the date of exercise with respect to the
difference between the fair market value of the option shares at exercise and
the exercise price paid to purchase such shares. Digital Fusion is entitled to a
corresponding deduction for such compensation. At such time as the option stock
is sold, the option holder will recognize either short-term or long-term capital
gain income (depending upon the length of time such stock has been held) with
respect to the excess of the stock sale price over the exercise price paid to
purchase such shares.

         An option holder who exercises an incentive stock option will not
realize any regular taxable income. At the date of exercise, the option holder
may, depending on his or her personal tax situation, be subject to Alternative
Minimum tax ("AMT") because the difference between the fair market value of the
shares at exercise and the exercise price represents an AMT preference item.

         The tax consequences of a disposition of an incentive stock option
depends upon the length of time the stock has been held by the employee. If the
employee holds the option stock for at least two years after the option is
granted and one year after the exercise of the option, any gain realized on the
sale is long-term capital gain. In order to receive long-term capital gain
treatment, the employee must remain in our employ from the time the option is
granted until three months before its exercise (twelve months in the event of
termination due to disability of the employee). We will not be entitled to a
deduction in this instance.

         If the incentive option stock is not held for the requisite holding
period described above, a "disqualifying disposition" will occur. A
disqualifying disposition results in the employee recognizing ordinary
compensation income to the extent of the lesser of: (1) the fair market value of
the option stock on the date of exercise less the exercise price ("the spread")
or (2) the amount realized on disposition of the option stock less the exercise
price. If the amount realized on the disposition is greater than the fair market
value of the stock on the date the stock option was exercised, such excess will
be treated as a capital gain, which will be a long-term capital gain if the
stock was held for the appropriate holding period (currently more than one
year). We will be entitled to a deduction at this time for such ordinary
compensation income. The option holder's basis in such shares will be the fair
market value on the date of exercise.

         The 2005 Stock Option Plan is attached as Exhibit B to this proxy.


Recommendation of the Board of Directors

         The Board of Directors recommends a vote "FOR" approval of the 2005
Stock Option Plan.