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): December 22, 2004


                                ESSEX CORPORATION
             (Exact name of Registrant as specified in its charter)

Commission File No.  0-10772

         Virginia                                                   54-0846569
(State or other jurisdiction of                          (IRS Employer ID No.)
incorporation or organization)

         9150 Guilford Road
         Columbia, Maryland                                         21046-2306
(Address of principal executive office)                             (Zip Code)

Registrant's telephone number, including area code:             (301) 939-7000

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):

[ ] 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))








                                ESSEX CORPORATION





ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
            FISCAL YEAR.

The  Company's  bylaws  provide  that  its  fiscal  year  end is  determined  by
resolution  of the  board of  directors.  On  December  22,  2004,  the Board of
Directors approved changing Essex's financial reporting to calendar year end and
quarterly  reporting.  Historically,  Essex  closed its fiscal  year on the last
Sunday in December and each fiscal quarter had ninety-one  days.  This change is
effective  for fiscal year end 2004 and will add the five days from  December 27
to December 31, inclusive, to fiscal 2004 results.

This change is relatively minor and is not significant for comparative purposes.
As a  result,  there  is no  requirement  under  SEC  rules  to file a  separate
transition  period  report or  intention  to  restate  prior  periods.  Calendar
reporting is more commonly used by industry peers and the Company  believes this
change  will  eliminate  potential  confusion  about the  periods  for which the
Company is reporting and the due dates for such reports.




                                   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.

                                   ESSEX CORPORATION



                                   /S/ LEONARD E. MOODISPAW
                                   --------------------------------------------
DATE:  December 22, 2004           Leonard E. Moodispaw
                                   President and Chief Executive Officer