UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

SEC FILE NUMBER                                                   CUSIP NUMBER
33-82920                                                           296744-10-5

(Check One):    Form 10-K    Form 20-F   Form 11-K   X  Form 10-Q    Form N-SAR
             ---          ---         ---           ---           ---

         For Period Ended:    MARCH 30, 1997
                              --------------
         ---      Transition Report on Form 10-K
         ---      Transition Report on Form 20-F
         ---      Transition Report on Form 11-K
         ---      Transition Report on Form 10-Q
         ---      Transition Report on Form N-SAR

         For the Transition Period Ended:   
                                          -----------------                

If the notification relates to a portion of the filing checked above, identify
the Items(s) to which the notification relates:
                                                 ------------------------- 

PART I - REGISTRATION INFORMATION

ESSEX CORPORATION
- -----------------
(Full Name of Registrant)

N/A
- ---
(Former Name if Applicable)

9150 GUILFORD ROAD, COLUMBIA, MARYLAND, 21046-1891
- --------------------------------------------------
(Address of Principal Executive Office [Street and Number], City, State and
 Zip Code)

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
    
          (a)  The reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expense;

          (b)  The subject annual report,  semi-annual report, transition report
               on Form  10-K,  Form  20-F,  Form 11-K,  From  N-SAR,  or portion
               thereof,  will be filed on or before the  fifteenth  calendar day
               following  the  prescribed  due date;  or the  subject  quarterly
               report of transition report on Form 10-Q, or portion thereof will
               be filed on or  before  the  fifth  calendar  day  following  the
               prescribed due date; and

          (c)  The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.






PART III - NARRATIVE

The Company is unable to file Form 10-QSB for the  quarterly  period ended March
30,  1997  because it  requires  additional  time to  assemble  information  for
inclusion in the Report, and to complete its legal and accounting review.

PART IV - OTHER INFORMATION

          (1)  Name and telephone number of person to contact in regard to this
               notification.

         JOSEPH R. KURRY, JR.                       (301)   953-8833
         -----------------------               ------------------------------
                 Name)                          (Area Code) (Telephone Number)

          (2)  Have all other  periodic  reports  required  under  Section 13 or
               15(d) of the Securities Exchange Act of 1934 or Section 30 of the
               Investment Company Act of 1940 during the preceding 12 months (or
               for such shorter  period that the registrant was required to file
               such reports) been filed? If answer is no, identify report(s).
                X   Yes     No
               ---      ---
                                                        

          (3)  Is it  anticipated  that any  significant  change in  results  of
               operations from the corresponding period for the last fiscal year
               will be reflected by the  earnings  statements  to be included in
               the subject report or portion thereof?   X  Yes      No
                                                       ---      ---

               If  so, attach an  explanation of the anticipated  change,  both 
               narratively  and quantitatively, and, if  appropriate, state the 
               reasons  why a reasonable estimate of the results cannot be made.

               1996  FIRST  QUARTER  RESULTS  INCLUDED  GAIN  ON  SETTLEMENT OF 
               LAWSUIT OF $1.7 MILLION NET.

- -------------------------------------------------------------------------------


                                ESSEX CORPORATION
                  (Name of Registrant as Specified in Charter)

has caused  this  notification to  be signed on  its behalf  by the undersigned
hereunto duly authorized.

Date:    MARCH 15, 1997                     By:  Joseph R. Kurry, Jr.
        ----------------                        -------------------------------
                                                 Joseph R. Kurry, Jr.
                                                 Vice President, Treasurer and
                                                 Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).