8-K

                                  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): January 6, 2005


                                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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

In  conjunction  with a  proposed  acquisition  of  The  Windermere  Group,  LLC
("Borrower")  by Essex  Corporation  ("Essex"),  Essex entered into a Promissory
Note and Loan Agreement and Amendment  thereto  (collectively,  the "Note") with
Borrower  pursuant to which Essex loaned Borrower  $25,000,000.  The proceeds of
the  loan  are to be  used by  Borrower  to  completely  redeem  all of  Liberty
Technologies  Unlimited,  Inc.'s  ownership  and  membership  interests  in  the
Borrower. The date of the Promissory Note and Loan Agreement is January 6, 2005,
which was subsequently amended to January 7, 2005.

The entire outstanding  principal balance of the Note, together with accrued and
unpaid  interest  is due and  payable on the  earlier of (i) the  closing of any
acquisition of Borrower by Essex or (ii) July 7, 2005,  unless extended by Essex
in Essex's sole discretion.

Interest accrues on the unpaid principal  balance of the Note at a rate equal to
the greater of simple  interest of eight  percent  (8%) per annum or a per annum
rate of one percent  (1%) above the prime rate of interest as  published  in The
Wall Street Journal on July 7, 2005 or any accelerated due date under the Note.

This Note is guaranteed by the Borrower's  subsidiaries and interest holders and
is  secured  by a  first  lien  security  interest  in  all  of  the  Borrower's
outstanding  ownership  and  membership  interests,  pursuant  to the  following
agreements:

o Corporate  Guaranty made by The Andrew  Patrick Tate, LLC (the "Tate LLC") for
the benefit of Essex, dated January 5, 2005;

o        Corporate Guaranty made by The Susan Katherine Tate  Burrowbridge,  LLC
         (the  "Burrowbridge  LLC") for the benefit of Essex,  dated  January 5,
         2005;

o        Corporate  Guaranty  made  by The  Elizabeth  Tate  Winters,  LLC  (the
         "Winters LLC") for the benefit of Essex, dated January 5, 2005;

o        Corporate Guaranty make be Windermere HDS, LLC ("HDS") for the benefit
         of Essex, dated January 5, 2005; and

o        Corporate Guaranty made by Windermere  Information  Technology Systems,
         LLC ("Technology") for the benefit of Essex, dated January 5, 2005.

Tate LLC, Burrowbridge LLC and Winters LLC are hereinafter collectively referred
to as the "Tate Parties" and HDS and Technology are  hereinafter  referred to as
the "Borrower's Subsidiaries".

The  Tate  Parties  have  secured  their   obligations  under  their  respective
guarantees  pursuant to a Pledge Agreeement  pursuant to which they have pledged
to Essex, among other things, all of their right, title and interest as an owner
and member of Borrower, which they have represented to be, in the aggregate, the
entire equity interest in Borrower.

Pursuant to a Subordination Agreement dated January 7, 2005 by and among Bank of
America,  N.A.,  Essex,  Borrower,  the  Borrower's  Subsidiaries  and the  Tate
Parties,  the  Note  is  subordinated  to the  Borrower's  indebtedness  under a
preexisting  revolving  line of credit with Bank of America,  N.A. which permits
draws up to a maximum principal amount of $10,000,000.



                               ESSEX CORPORATION

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99 Press Release of the Corporation dated January 7, 2005.








                                   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:  January 11, 2005             Leonard E. Moodispaw
                                    President and Chief Executive Officer




                               ESSEX CORPORATION

                                  EXHIBIT INDEX


Exhibit
NUMBER          DESCRIPTION
- ------          -----------


99              Press Release of the Corporation dated January 7, 2005.

EX-99

                                                                     EXHIBIT 99

FOR IMMEDIATE RELEASE                        ESSEX CONTACT: Leonard E. Moodispaw
                                                                 CEO & President
                                                                    301.939.7000

                        ESSEX TO ACQUIRE WINDERMERE GROUP

COLUMBIA, MD - January 7, 2005 - Essex Corporation (NASDAQ: KEYW) announces that
it has signed a Letter of Intent  (LOI) to acquire The  Windermere  Group,  LLC.
Windermere is a privately  held company  headquartered  in  Annapolis,  Maryland
(WWW.WINDERMEREGROUP.COM),  currently serving over 15 U.S.  Government  agencies
and numerous  commercial  clients.  The  acquisition is subject to customary due
diligence,  negotiation of definitive  documents,  and closing conditions and is
expected to close during Q1 2005.  Windermere  has over 370  employees  (most of
whom hold high level security  clearances)  with annual  revenues as reported by
Windermere  of over $64  million,  and a central  focus on  support  to the U.S.
intelligence and defense communities.

"I  believe  this  acquisition  will add  depth  and  breadth  to our  technical
capabilities  and  will  expand  our  customer  base  and  presence  within  the
intelligence  community,"  according to Leonard Moodispaw,  CEO and President of
Essex Corporation.  "Essex remains focused on providing information  superiority
solutions  to the  intelligence  and defense  communities.  I believe  these new
capabilities provided by Windermere, which include a large information assurance
business unit, and the expanded customer base will accelerate the positioning of
Essex as the total solutions company I have described frequently during the past
year."

"The  importance  and  funding  of the  intelligence  community  has never  been
greater,"  according to Lt. Gen USAF (ret.) Kenneth Minihan,  former Director of
the National  Security Agency and advisor to Essex  Corporation.  "Combining the
capabilities  and resource of these two companies  will create an impressive new
weapon in the fight for information superiority."

"Merging the resources and  capabilities of Essex and Windermere is an important
and very positive  event for both our customers and our  employees,"  stated Ray
Tate,  CEO of The  Windermere  Group.  "We are  looking  forward to uniting  the
visions of Essex and  Windermere  to become  what I believe  will be a new prime
source of technology and solutions for achieving information superiority."

In  connection  with the  proposed  acquisition,  Essex has  agreed  to  provide
Windermere a bridge loan of $25 million to facilitate the purchase by Windermere
of the equity interest of a minority shareholder.  The loan is guaranteed by all
of the remaining  equity holders of the company and its subsidiaries and secured
by their equity interests in the company. The loan is repayable with interest in
the event that the acquisition is not completed by July 6, 2005.

                                   - M O R E -







ESSEX TO ACQUIRE WINDERMERE
PAGE 2 OF 2


ABOUT ESSEX: Essex provides advanced signal,  image, and information  processing
solutions primarily for U.S. Government  intelligence and defense customers.  We
create our  solutions by combining  our services and  expertise  with  hardware,
software,  and  proprietary  and  patented  technology  to meet  our  customers'
requirements.  For more  information  contact Essex  Corporation,  9150 Guilford
Road,   Columbia  MD  21046;  Phone  301.939.7000;   Fax  301.953.7880;   E-mail
info@essexcorp.com, or on the Web at WWW.ESSEXCORP.COM.

THIS PRESS RELEASE MAY CONTAIN  "FORWARD-LOOKING  STATEMENTS" WITHIN THE MEANING
OF THE UNITED STATES PRIVATE SECURITIES REFORM ACT OF 1995. THESE STATEMENTS ARE
BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND ARE SUBJECT TO RISKS, UNCERTAINTY
AND CHANGES IN  CIRCUMSTANCES,  WHICH MAY CAUSE ACTUAL  RESULTS,  PERFORMANCE OR
ACHIEVEMENTS  TO DIFFER  MATERIALLY  FROM  ANTICIPATED  RESULTS,  PERFORMANCE OR
ACHIEVEMENTS. ALL STATEMENTS CONTAINED HEREIN THAT ARE NOT CLEARLY HISTORICAL IN
NATURE ARE FORWARD  LOOKING.  THE  FORWARD-LOOKING  STATEMENTS  IN THIS  RELEASE
INCLUDE STATEMENTS  ADDRESSING THE FOLLOWING SUBJECTS: A POTENTIAL  ACQUISITION,
FUTURE  FINANCIAL   CONDITION  AND  OPERATING   RESULTS.   ECONOMIC,   BUSINESS,
COMPETITIVE  AND/OR REGULATORY FACTORS AFFECTING ESSEX'S BUSINESSES ARE EXAMPLES
OF FACTORS,  AMONG OTHERS,  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.

MORE DETAILED  INFORMATION ABOUT THESE AND OTHER FACTORS IS SET FORTH IN ESSEX'S
QUARTERLY  REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED  SEPTEMBER 26, 2004.
ESSEX IS UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH OBLIGATION TO)
UPDATE  OR ALTER  ITS  FORWARD-LOOKING  STATEMENTS  WHETHER  AS A RESULT  OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.


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