UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 24, 2006

ALION SCIENCE AND TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-89756	54-2061691
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 West 35th Street	1750 Tysons Boulevard
Chicago, IL 60616	Suite 1300
(312) 567-4000	McLean, VA 22102
	(703) 918-4480

(Address, including Zip Code and Telephone Number, including
Area Code, of Principal Executive Offices)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 1.01 Entry into a Material Definitive Agreement

On March 24, 2006 (the “Effective Date”), Alion Science and Technology Corporation (“Alion”, the “Company”) entered into an Incremental Term Loan Assumption Agreement and Amendment No. 2 (the “Amendment Agreement”), pursuant to which (a) certain terms of the Credit Agreement dated as of August 2, 2004 by and among the Company, Credit Suisse, acting through its Cayman Islands branch, individually and as Administrative Agent (formerly known as Credit Suisse First Boston, “CS”), and certain other parties, as amended by that certain Incremental Term Loan Assumption Agreement and Amendment No. 1, dated as of April 1, 2005, between the Company, CS and certain other parties, were amended (as amended, the “Credit Agreement”), (b) the Company and CS consummated their agreement that CS make additional term loans to the Company in an aggregate amount up to $68 million in accordance with the terms of the Credit Agreement, of which the Company drew a total of $32 million on the Effective Date, and (c) the aggregate revolving credit commitment under the Credit Agreement was increased from $30 million to $50 million.

A copy of the Amendment Agreement is attached to this current report on Form 8-K as Exhibit 10.65 and is incorporated by reference as though it were fully set forth herein. The foregoing summary description of the Amendment Agreement and the transactions contemplated thereby is not intended to be complete, and is qualified in its entirety by the complete text of the Amendment Agreement and the Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On the Effective Date, the Company entered into the transactions disclosed in Item 1.01 and, pursuant to the terms of the Amendment Agreement, borrowed a total of $32 million in additional term loans in accordance with the terms of the Credit Agreement. The Company’s obligations in connection with those additional term loans became effective as of the Effective Date.

A copy of the Amendment Agreement is attached to this current report on Form 8-K as Exhibit 10.65 and is incorporated by reference as though it were fully set forth herein. The foregoing summary description of the Amendment Agreement and the transactions contemplated thereby is not intended to be complete, and is qualified in its entirety by the complete text of the Amendment Agreement.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

10.65: Incremental Term Loan Assumption Agreement and Amendment No. 2 dated as of March 24, 2006, by and among the Company, Human Factors Applications, Inc. (“HFA”), Alion — METI Corporation (“METI”), Alion — CATI Corporation (“CATI”), Alion — JJMA Corporation (“JJMA”), BMH Associates, Inc. (“BMH”), Washington Consulting, Inc. (“WCI”), CS, and the lenders party thereto, related to the Credit Agreement dated as of August 2, 2004, by and among the Company, HFA, METI, CATI, JJMA, BMH, WCI, the lenders from time to time party to the Credit Agreement (the “Lenders”), and CS, as administrative agent and as collateral agent for the Lenders.

2

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.

Date: March 29, 2006
	ALION SCIENCE AND TECHNOLOGY CORPORATION
	By:	/s/ John M. Hughes
		Name:	John M. Hughes
		Title:	Chief Financial Officer

3