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

Date of Report (Date of Earliest Event Reported): January 24, 2005

Alion Science and Technology
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	333-89756	54-2061691
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1750 Tysons Boulevard, Suite 1300, McLean, Virginia		22102
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 703-918-4480

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  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 January 24, 2005, Alion Science and Technology Corporation (the "Company") and the Illinois Institute of Technology entered into the Second Amendment to the Seller Warrant Agreement (the "Seller Amendment") and the Second Amendment to the Mezzanine Warrant Agreement (the "Mezzanine Amendment"). The Illinois Institute of Technology owns warrants to purchase up to approximately 32.0 percent of the Company’s common stock on a fully diluted basis (assuming the exercise of all outstanding warrants), calculated as of September 30, 2004.

On January 24, 2005, the Company and Dr. Bahman Atefi, the chairman and chief executive officer of the Company, entered into the Second Amendment to the Alion Mezzanine Warrant Agreement (the "Atefi Amendment," and collectively with the Seller Amendment and the Mezzanine Amendment, the "Amendments"). Dr. Atefi owns warrants to purchase up to approximately 0.4 percent of the Company’s common stock, on a fully diluted basis (assuming the exercise of all outstanding warrants), calculated as of September 30, 2004.

Pursuant to the Amendments, the Company has agreed not to issue shares of phantom stock that cause the number of shares of outstanding phantom stock (excluding any shares of phantom stock that have expired, terminated unexercised, or become unexercisable, or that have been forfeited or otherwise terminated, surrendered or cancelled), at the time of issuance, to be in excess of 2,000,000 shares of phantom stock.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

10.46 Second Amendment to the Seller Warrant Agreement*
10.47 Second Amendment to the Mezzanine Warrant Agreement*
10.48 Second Amendment to the Alion Mezzanine Warrant Agreement*

* Incorporated by reference to the corresponding exhibit previously filed as an exhibit to the Company’s Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 24, 2005 (File no. 950133-05-000203).

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.

	Alion Science and Technology
February 2, 2005	By:	John M. Hughes
		Name: John M. Hughes
		Title: Chief Financial Officer