SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ANALEX CORPORATION

(Name of Subject Company (Issuer))

QinetiQ Group plc

QinetiQ North America Operations LLC

Apollo Merger Sub Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.02 per share

(Titles of classes of securities)

032653107

(CUSIP number of class of securities)

Duane Andrews

Chief Executive Officer

QinetiQ North America Operations LLC

7918 Jones Branch Drive, Suite 400

McLean, VA 22102

Tel: (703) 752-6500

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

Copies to:

Deborah Fox Corporate Vice President and General Counsel QinetiQ North America Operations LLC 7918 Jones Branch Drive, Suite 400 McLean, VA 22102 Tel: (703) 752-6500 James Hanna Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC 20004 Tel: (202) 637-2200

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$172,635,217.90	$18,471.97

* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 41,278,789 shares of common stock, par value $0.02 per share, of Analex at a purchase price of $3.70 per share. Such number of shares consists of (i) 16,853,744 shares of common stock issued and outstanding as of January 29, 2007, (ii) 24,425,045 shares of common stock that are expected to be issuable before the expiration of the Offer under convertible preferred stock and convertible notes. The Transaction Valuation amount also includes cash payments resulting from cashing out 5,379,378 warrants and stock options.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), equals 0.000107 of the transaction valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $18,471.97	Filing  Party:   QinetiQ Group plc, QinetiQ North America Operations LLC, Apollo Merger Sub Inc.
Form or Registration No. Schedule TO-T	Date  Filed:      January 30, 2007

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed on January 30, 2007 by QinetiQ Group plc, a corporation organized under the laws of England and Wales (“QinetiQ”), QinetiQ North America Operations LLC, a Delaware limited liability company (“QNA”), and an indirect wholly owned subsidiary of QinetiQ and Apollo Merger Sub Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of QNA, as amended by Amendment No. 1 to the Schedule TO filed on January 31, 2007 and Amendment No. 2 to the Schedule TO filed on February 28, 2007. The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.02 per share (the “Shares”), of Analex Corporation, a Delaware corporation (“Analex”), at a purchase price of $3.70 per share (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 30, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Offer to Purchase and the Schedule TO.

Item 11. Additional Information

Item 11 of Schedule TO is hereby amended and supplemented by adding the following to the end thereof:

“The Offer expired at 12:00 midnight, New York City time, on March 12, 2007. The Depositary has advised QinetiQ that, as of the expiration of the Offer, approximately 40,104,126 Shares, including 105,088 Shares that were tendered pursuant to guaranteed delivery procedures, were validly tendered and not withdrawn in the Offer, representing in excess of 90% of Analex’s issued and outstanding Shares. All validly tendered Shares have been accepted for payment in accordance with the terms of the Offer.

The Purchaser intends to complete the acquisition of Analex through a short-form merger as soon as practicable. In the short-form merger, all outstanding Shares not purchased by the Purchaser in the Offer will be converted into the right to receive $3.70 per share in cash.

On March 13, 2007, QinetiQ issued a press release announcing the results of the Offer. The full text of the March 13, 2007 press release is attached as Exhibit (a)(1)(M) and is incorporated herein by reference.”

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

    “(a)(1)(M) Press Release issued by QinetiQ on March 13, 2007 announcing the expiration of the Offer.”

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

QINETIQ GROUP PLC
By:	/s/ Doug Webb
	Name: Doug Webb
	Title: Chief Financial Officer
QINETIQ NORTH AMERICA OPERATIONS LLC
By:	/s/ Duane Andrews
	Name: Duane Andrews
	Title: Chief Executive Officer
APOLLO MERGER SUB INC.
By:	/s/ Duane Andrews
	Name: Duane Andrews
	Title: President

Date: March 13, 2007

INDEX TO EXHIBITS

(a)(1)(A)	Offer to Purchase, dated as of January 30, 2007.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(B)(1)	Notice to Stockholders regarding Lost, Stolen or Destroyed Stock Certificates**
(a)(1)(C)	Notice of Guaranteed Delivery. *
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees. *
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees. *
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *
(a)(1)(G)	Press Release issued by QinetiQ on January 20, 2007 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by QNA, the Purchaser and QinetiQ with the SEC on January 22, 2007).
(a)(1)(H)	Email from Graham Love to QinetiQ employees sent January 20, 2007 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by QNA, the Purchaser and QinetiQ with the SEC on January 22, 2007).
(a)(1)(I)	Script of a conference call between QinetiQ management and analysts on January 22, 2007 (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by QNA, the Purchaser and QinetiQ with the SEC on January 22, 2007).
(a)(1)(J)	Email from Duane Andrews to QNA employees sent on January 22, 2007 (incorporated by reference to Exhibit 99.4 to the Schedule TO-C filed by QNA, the Purchaser and QinetiQ with the SEC on January 22, 2007).
(a)(1)(K)	Summary Advertisement published on January 30, 2007. *
(a)(1)(L)	Press Release issued by QinetiQ on February 27, 2007 announcing the extension of the Offer.***
(a)(1)(M)	Press Release issued by QinetiQ on March 13, 2007 announcing the expiration of the Offer.****
(d)(1)	Agreement and Plan of Merger, dated as of January 20, 2007, among QNA, the Purchaser and Analex (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Analex with the SEC on January 24, 2007).
(d)(2)	Conversion, Tender and Voting Agreement, dated January 20, 2007, by and among QNA, the Purchaser, Analex, New York Life Capital Partners II, L.P., General Electric Pension Trust, Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Analex with the SEC on January 24, 2007).
(d)(3)	Confidentiality Agreement, dated as of August 22, 2006, by and between Apogen Technologies, a wholly owned subsidiary of QNA, and BB&T Capital Markets | Windsor Group. *
(d)(4)	Facilities Agreement, dated August 24, 2004, for QinetiQ Holdings Limited and certain of its subsidiaries with Lloyds TSB Bank plc acting as Agent and Barclays Bank plc, JP Morgan plc, National Australia Bank Limited and The Royal Bank of Scotland plc acting as Mandated Lead Arrangers. *
(d)(5)	Facilities Agreement Consent Letter, dated January 18, 2007, by Lloyds TSB Bank plc. *

* Previously filed with the Schedule TO on January 30, 2007.

** Previously filed with the Schedule TO on January 31, 2007.

*** Previously filed with the Schedule TO on February 28, 2007.

**** Filed herewith.

EX-99.A.1.M

Exhibit (a)(1)(M)

QINETIQ GROUP PLC COMPLETES CASH TENDER OFFER FOR ALL ISSUED AND

OUTSTANDING SHARES OF ANALEX CORPORATION

On January 22, 2007, QinetiQ Group plc (“QinetiQ”) announced it had signed an agreement to acquire Analex Corporation (“Analex”) and on January 30, 2007 initiated a recommended cash tender offer for all issued and outstanding shares of common stock, par value $0.02 per share (the “Shares”) of Analex at $3.70 per Share, net to seller in cash, without interest and subject to applicable withholding taxes (the “Offer”).

QinetiQ today announces the completion of the Offer by its indirect wholly owned subsidiary, Apollo Merger Sub Inc. (the “Purchaser”). The Offer expired at 12:00 midnight, New York City time, on March 12, 2007. The depositary for the Offer has advised QinetiQ that, as of the expiration date of the Offer, approximately 40,104,126 Shares, including 105,088 Shares that were tendered pursuant to guaranteed delivery procedures, were validly tendered and not withdrawn in the Offer, representing in excess of 90% of Analex’s Shares issued and outstanding. All validly tendered Shares have been accepted for payment in accordance with the terms of the Offer.

All the conditions to the acquisition have now been satisfied, and QinetiQ intends to complete the acquisition of Analex through a short-form merger as soon as practicable. In the short-form merger, all outstanding Shares not purchased by the Purchaser in the Offer will be converted into the right to receive $3.70 per share in cash.

Legal Statements

This announcement is not an offer to purchase Shares or a solicitation of an offer to sell Shares. The Offer was made solely by the Offer to Purchase and the related Letter of Transmittal. The Offer to Purchase dated January 30, 2007, the Letter of Transmittal, as amended, and related materials may be obtained free of charge by directing such requests to MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016, or by calling MacKenzie Partners, Inc. toll free at (800) 322-2885.

Investors and stockholders of Analex should read the Tender Offer Statement on Schedule TO, as amended, the Offer to Purchase and any other documents relating to the Offer that are filed with the United States Securities and Exchange Commission (“SEC”) because they contain important information about the tender offer. Investors and stockholders of Analex may obtain these and other documents filed by QinetiQ, the Purchaser and Analex for free from the SEC’s web site at http://www.sec.gov.

Disclaimers

This press release, including any information included or incorporated by reference in this press release, contains “forward-looking statements” concerning QinetiQ Group plc, QinetiQ North America Operations LLC and Analex Corporation. These statements are based on our current expectations and projections about future events and are identified by terminology such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “seek,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential,” or “continue” or the negative of those terms or other comparable terminology. Although we believe that our plans, intentions and expectations are reasonable, actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied; changes in both companies’ businesses during the period between now and the closing of the acquisition; the ability to retain key management and technical personnel of Analex and other risks described in Analex’s report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2005. Analex and QinetiQ are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.

For further information please contact:

Graham Love, Chief Executive Officer:	+44 (0) 1252 392000
Doug Webb, Chief Financial Officer	+44 (0) 1252 392000
Nicky Louth-Davies, QinetiQ press office:	+44 (0)1252 392809; +44 (0)7795290593
Chris Moseley, QinetiQ press office:	+44 (0)1252 395559; +44 (0)7941 126064
Adrian Colman, QinetiQ Investor Relations:	+44 (0)1252 395366; +44 (0)7740 432699