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 16, 2006
                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))






Section 1 - Registrant's Business and Operations

Item 1.01  Entry into a Material Definitive Agreement.

Edward Rawlinson's Amended and Restated Employment Agreement

         On January 16, 2006, Digital Fusion, Inc. (the "Company") entered into
an Amended and Restated Employment Agreement (the "Agreement") with Edward
Rawlinson ("Executive") pursuant to which the Company promoted the Executive to
serve as the Chief Operating Officer of the Company. The new employment
agreement supersedes the employment agreement previously entered into between
the Company and Executive, a form of which was filed with the Commission on
March 31, 2005 as an exhibit to the Company's annual report on Form 10-KSB and
Form 8-K on January 3, 2005 (File No. 0-24073), respectively. The following
summary is qualified in its entirety by reference to the text of the Agreement.

         The Executive's term of employment shall be for a period of two years
commencing on January 16, 2006, unless terminated earlier pursuant to the terms
of the Agreement. Under the terms of the Agreement, the Executive will receive
annual compensation of no less than $175,000 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.

         The Agreement also provides for the payment by the Company to the
Executive severance payments equal to 12 months of the Executive's base salary
at the time of termination plus any accrued and unpaid 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. 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. Upon, or up to one year after, a change of
control if the Executive's employment with the Company is terminated for any
reason other than his death, disability or legal incapacity, the Executive shall
be entitled to an amount up one-half of his annual base salary plus any other
accrued and unpaid amounts. This change of control payment may be made in a lump
sum or in equal monthly installments at the election of the Executive.

         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.






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 17, 2006

                                       DIGITAL FUSION, INC.



                                       By:  /s/ Elena I. Crosby
                                           -------------------------------------
                                            Elena I. Crosby, Corporate Secretary