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): November 2, 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 incorporation or organization)	(IRS Employer ID No.)

6708 Alexander Bell Drive, Columbia, Maryland	21046
(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))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.

On November 8, 2005, the Corporation issued a press release announcing that H. Jeffrey Leonard (“Mr. Leonard”), a Director of the Corporation and the Chairman of the Board of Directors of the Corporation, will resign, effective November 30, 2005, as a Director of the Corporation and the Chairman of the Board of Directors of the Corporation due to expanded commitments in his primary business. Mr. Leonard’s resignation was not the result of any disagreement with the Corporation known to an executive officer of the Corporation on any matter relating to the Corporation’s operations, policies or practices. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

The Corporation also announced in the press release that Leonard E. Moodispaw (“Mr. Moodispaw”), age 62, currently the President, Chief Executive Officer and a Director of the Corporation and member of the Ethics Committee of the Board of Directors of the Corporation, will serve as the Chairman of the Board of Directors of the Corporation effective as of the effective date of Mr. Leonard’s resignation. There are no arrangements or understandings between Mr. Moodispaw and any other persons pursuant to which this appointment was made.

The Corporation previously reported applicable information described in Items 401(b), (d) and (e) of Regulation S-K with respect to Mr. Moodispaw in the Corporation’s Proxy Statement filed with the SEC on April 12, 2005. The Corporation previously reported applicable information described in Item 404(a) of Regulation S-K with respect to Mr. Moodispaw in the Corporation’s Form 10-Q filed with the SEC on August 15, 2005. All of such information disclosed therein is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1    Press release dated November 8, 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: November 8, 2005	Leonard E. Moodispaw
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated November 8, 2005.

EX-99.1

EXHIBIT 99.1

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

Essex Corporation Announces Board Change

COLUMBIA, MD - November 08, 2005 – Essex Corporation (NASDAQ: KEYW), today announced the resignation of H. Jeffrey Leonard from the Company’s Board of Directors, which will be effective November 30, 2005, due to expanded commitments in his primary business. Dr. Leonard was elected a Director of Essex in September 2000 and Chairman of the Board of Directors in December 2000. Dr. Leonard is the President and founding shareholder of Global Environment Fund, or GEF, a private equity investment management company.

Effective November 30, 2005, Leonard Moodispaw, CEO & President of Essex Corporation, will become Chairman of the Board of Directors. At that time, the Board will consist of 8 members, 6 of whom are independent.

“Jeff has been a valued advisor to Essex, and I thank him for his contribution to the Company over the past five years,” said Mr. Moodispaw.

“Management capability, new investment capital, and new market conditions make Essex one of the most exciting middle market companies in the United States, and I am proud to have played a small part in all of this. GEF remains a significant holder of Essex stock, and we look forward to the continued success of the company”, said Dr. Leonard.

About Essex: Essex provides advanced signal, image, information processing, information assurance and cyber-security solutions, primarily for U.S. Government intelligence and defense customers, as well as for commercial 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, 6708 Alexander Bell Drive, 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: 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 is set forth in Essex’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005. 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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