FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                                Essex Corporation
             (Exact name of registrant as specified in its charter)

        Virginia                                                 54-0846569
   (State of incorporation                                    (I.R.S. Employer
   or organization)                                        Identification No.)

   9150 Guilford Road, Columbia, Maryland                                21046
   (Address of principal executive offices)                         (Zip Code)

        Securities to be registered pursuant to Section 12(b) of the Act:

           Title of each class                  Name of each exchange on which
           to be so registered                  each class is to be registered

         Common Stock, no par value                  American Stock Exchange

          If this form  relates  to the  registration  of a class of  securities
          pursuant  to  Section  12(b)  of the  Exchange  Act  and is  effective
          pursuant to General Instruction A.(c), check the following box. [X]

          If this form  relates  to the  registration  of a class of  securities
          pursuant  to  Section  12(g)  of the  Exchange  Act  and is  effective
          pursuant to General Instruction A.(d), check the following box. [ ]

          Securities Act  registration  statement file number to which this form
          relates: __________(if applicable)

          Securities to be registered pursuant to Section 12(g) of the Act:


                                      NONE
                      ------------------------------------
                                (Title of class)

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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         This  registration  statement relates to the registration of the Common
Stock of Essex Corporation, a Virginia corporation (the "Company").

         The Company's authorized capital stock consists of 25,000,000 shares of
Common Stock,  [8,920,547]  of which were  outstanding  as of June 3, 2003,  and
1,000,000 shares of Preferred  Stock,  none of which were outstanding as of June
3, 2003.

         Holders of Common Stock are entitled to (i) receive  ratable  dividends
from funds legally  available for  distribution  when, as and if declared by the
Board of Directors;  (ii) share ratably in all of the Company's assets available
for distribution  upon  liquidation or winding up of the Company;  and (iii) one
vote for  each  share  held of  record  on each  matter  submitted  to a vote of
stockholders.  Each holder of Common Stock is entitled to receive  notice of and
to attend all meetings of shareholders of the Company. The Common Stock does not
have cumulative voting, pre-emptive, purchase or conversion rights. There are no
sinking  fund  provisions  in relation to the Common  Stock and shares of Common
Stock  are  not  liable  to  further  calls  or to  assessment  by the  Company.
Provisions as to the  modifications,  amendments or variations of such rights or
such provisions are contained in the Virginia Stock Corporation Act.

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ITEM 2. EXHIBITS.

         3.1- Articles of Incorporation (1)

         3.1.1 - Articles of Amendment (2)

         3.2-By-Laws, as amended (3)

         4.1-Specimen of Common Stock Certificate (4)

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1. Filed as Exhibit 3(i) to Registrant's Registration Statement on Form SB-2
   filed October 17, 1994, Registration No.  33-82920.
2. Filed as Exhibit 99 to Registrant's Form 8-K dated September 20, 2000.
3. Filed as Exhibit 3(ii) to  Registrant's  Registration  Statement on Form SB-2
   filed October 17, 1994, Registration No. 33-82920.
4. Filed as Exhibit to Registrant's Registration Statement on Form SB-2 filed
   October 17, 1994, Registration No. 33-82920.

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                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                   ESSEX CORPORATION

                                   By: /S/ LEONARD E. MOODISPAW
                                       -------------------------
                                       Leonard E. Moodispaw
                                       President and Chief Executive Officers
                                   Date:  June 3, 2003
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