U.S. Securities and Exchange Commission
October 6, 2005





109813.00103/11468363v.4







                            October 6, 2005


By EDGAR and Facsimile to (202) 772-9210

U.S. Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 6010
Washington, D.C.  20549

Attn: Mr. Stephen Krikorian, Accounting Branch Chief

     RE:   Halifax Corporation ("Halifax" or the "Company")
           Form 10-K for the Fiscal Year Ended March 31, 2005
           Form 10-Q for the Fiscal Quarter Ended June 30, 2005
           File No. 001-08964

Dear Mr. Krikorian:

     The Company hereby submits the its responses to comments raised in
the Staff's letter, dated September 19, 2005 (the "Comment Letter").
The responses set forth below are numbered to correspond to the comment
numbers in the Comment Letter. The Company intends to revise its 34 Act
disclosure in future filings as indicated on page 6 below following the
Staff's review of the responses contained herein.

     Form 10-K for the year ended March 31, 2005

     Note 1.  Significant Accounting Policies and Business Activity

Accounts Receivable, page 43

1.   We note that you transfer receivables to a third party in
     connection with equipment leased to end users.  Tell us the nature of
     the equipment that is being leased to end users and whether this leased
     equipment is included as a deliverable in your sales arrangements.  If
     so, clarify how you account for this leased equipment in accordance
     with SFAS 13.  Specifically, tell us how you classify this leased
     equipment pursuant to the criteria in paragraphs 6 through 8 of SFAS
     13.  Further, tell us your consideration of the disclosure requirements
     of paragraph 23 of SFAS 13 for your lease arrangements.


     RESPONSE:
     Halifax has an agreement with a customer to provide seat
     management services. Under this agreement, Halifax procures the
     equipment at the customer's request, installs an image (software)
     on the device and then installs the equipment at the customer's
     location.
     The equipment sold under this agreement includes computer
     equipment, consisting of desk tops, lap tops, printers, file
     servers, software and mass storage devices.

     Upon installation, the customer acknowledges receipt of the
     equipment, at which time an invoice and bill of sale and
     assignment between Halifax and a leasing company is created. This
     assignment conveys all contractual rights to a leasing company,
     including the right to receive payment due from the customer.
     Halifax retains no rights or interest in the assets leased, nor
     any residual interest in the equipment at the lease termination
     date, nor does Halifax provide any guarantee of payment in
     connection with the payment stream from the customer.  In the
     event of termination of the agreement between Halifax and the
     customer, the customer is still obligated to continue payments to
     the escrow agent for the benefit of the leasing company.

     After the sale, transfer and assignment of assets and schedule
     rights to the leasing company, as the prime contractor, Halifax
     functions as a servicing agent to the leasing company, invoicing
     the customer for the scheduled lease payments. The customer
     payments under this agreement are remitted to an independent third
     party escrow account pursuant to an escrow agreement for
     distribution to the leasing company.

     Paragraphs 6 through 8 of SFAS 13 provide guidance for purposes of
     applying the accounting and reporting standards for both the
     lessee and lessor.  With respect to applying the accounting and
     reporting standards of paragraph 6 through 8 of SFAS 13, Halifax
     is not the lessee, has no obligations under the lease arrangement,
     has no beneficial interest or ownership in the underlying asset
     and has no interest in the residual asset at the end of the lease.
     As a result, paragraphs 6 through 8 of SFAS 13 are not applicable
     to Halifax.

     Paragraph 23 of SFAS 13, details the type of disclosure required
     with respect to a) Sales type leases and direct financing leases
     by the lessor, and b) operating leases by the lessee. In the
     transaction described in note 1 to the consolidated financial
     statements, Halifax is neither the lessor with respect to a
     capital lease obligation, nor the lessee of an operating lease.
     Therefore, the disclosure required by paragraph 23 of SFAS 13 does
     not apply.  The Company does not possess, use, or have any
     interest in the asset, other than providing limited servicing for
     which, the Company invoices the end user on behalf of the leasing
     company.

     As a result, we do not believe the provisions of SFAS 13 apply to
     this transaction.



2.   We note that you record the transfer of receivables as sales based
     on the provisions of SFAS 140.  Tell us the consideration that you
     receive in exchange for the transferred receivables.  Further, tell us
     your consideration of paragraph 9 of SFAS 140 when determining that you
     have surrendered control of the transferred receivables.

     RESPONSE:
     The consideration that Halifax receives in exchange for the
     transferred receivable is cash equal to the equivalent value of
     receivables transferred as specified on the invoice and bill of
     sale and assignment.

     With regard to the sale, transfer and assignment of the assets,
     the consideration received was based upon the sale of certain
     assets procured by Halifax, charges for staging, installing an
     image on the desktop and a profit on the transaction.

     For example: Halifax would procure a desk top computer for the end
     user customer. The asset would be delivered to our warehouse,
     configured with the customer's image (software) tested and then
     repackaged for delivery to the customer.  The asset would then be
     delivered to the customer and tested to be certain the equipment
     is operating to the OEM specifications.  Once installed, an
     invoice would be generated and electronically transmitted to the
     leasing company.  A bill of sale and assignment is then generated
     and the consideration received by Halifax would be the amount of
     the invoice consisting of amounts charged related to the
     procurement, warehousing, imaging and installing of the asset
     sold.

     Under paragraph 9 of SFAS 140, Halifax (the "transferor")  has
     surrendered control over the transferred assets only if all of the
     following conditions are met.

     a)   Transfer assets have been isolated from the transferor.  As
       discussed in Response 1 above, under the bill of sale and assignment,
       Halifax conveys all of its contract rights to a leasing company,
       including the right to receive payment due from the customer.  Halifax
       retains no rights or interest in the assets leased, or any residual
       interest in the equipment at the lease termination date, nor does
       Halifax provide any guarantee of payment in connection with the payment
       stream from the customer.  The payments are made to an independent
       third party escrow agent pursuant to an escrow agreement.

b)   Each transferee has the right to pledge or exchange the assets.
With each transfer, Halifax assigns all of its right, title and
interest in and to certain receivables to the leasing company.  Halifax
retains no property interest, having made a complete disposition of the
asset from a legal perspective.  As a result, the transferee, in this
case the leasing company, has the right to dispose of the transferred
property and otherwise deal with it as the transferee's absolute
property.

c)   Transferor does not maintain effective control over the
transferred assets.  In accordance with the terms of the agreement, the
customer makes all payments to a third party escrow account. The
transfer of control is also demonstrated by  the requirements specified
in the agreement with respect to execution of documents and filings of
UCC-1 financing statements indicating that Halifax's right, title and
interest in and to the receivables and assets has been sold to the
leasing company.  The Company does not possess, use or have any
interest in the asset.

     Based on the foregoing, we believe that all the conditions
     indicating that Halifax has transferred control have been met and
     no additional disclosure is required.


Revenue Recognition, page 44

3.   We note that you provide seat management contracts that involve
     delivery and installation of new equipment combined with multi-year
     service agreements.   We further note that revenue related to the
     delivery and installation of equipment on these and certain other
     contracts are recognized upon the completion of both delivery and
     installation activities.  As these activities are combined with multi-
     year service agreements, explain how you determined that the delivery
     and installation of equipment represents the culmination of a separate
     earnings event.  Tell us your consideration of SAB Topic 13, Section
     A.3.f when making this determination.  As part of your response, tell
     us,

         The nature of the equipment that is delivered and installed;

       Whether the delivery and installation of equipment are
          initial setup activities for the multi-year service agreements
          or separate deliverables;
        Whether the equipment is delivered and installed only to allow
          the provision of future service or the equipment provides benefit
          to your customers outside the service agreements;
        Whether you sell the delivered equipment separately? (i.e. without
          your service agreement).

     RESPONSE:

     The equipment sold under this agreement includes computer
     equipment, consisting of desk tops, lap tops, printers, file
     servers, software and mass storage devices.

     The delivery and installation of the computer equipment represent
     one deliverable and the service agreement is a separate
     deliverable.  The customer may purchase hardware separately, or
     services separately, and within services, select the level of
     service to be offered. Variations of the services offered may
     include the following:

     o    The customer may procure his own equipment, and may have Halifax
          configure and install the equipment,
     o    The customer may have Halifax perform remedial services on
          customer owned equipment and select the levels of service to be
          delivered from a list of options and fees, or
     o    The customer may purchase equipment from Halifax or Halifax may
          sell the delivered equipment separately without any services.

     In the past, Halifax has sold hardware separately and sold
     services separately to this customer. We anticipate this practice
     to continue.

     In addition, the services under this agreement are only billed in
     arrears, after the service period is completed and revenue is
     recognized on a straight line basis over the service period.

     There are no upfront fees paid for services as described under SAB
     Topic 13, Section A.3.f .  Upon delivery of equipment, the leasing
     company is invoiced instead of the customer. Upon payment of the
     invoice by the leasing company, all title and interest in the
     assets inure to the benefit of the leasing company. Revenue is
     recognized by Halifax when the delivery is completed. Revenue for
     services is recognized on a straight line basis as the services
     are delivered.

     As discussed above, services are billed to the customer in arrears
     after the completion of the service period based upon the number
     of pieces equipment being serviced times the contracted rate for
     the equipment covered.  Revenue for services is recognized during
     the month the service is rendered.

     Note 6.  Long-Term Debt, page 50

4.   We note you have classified your revolving credit agreement as
     long-term debt as of March 31, 2004 and 2005.  We further note your
     disclosure on page 37 of your Form 10-K for the fiscal year ended March
     31, 2004, which states that your revolving credit agreement contains a
     subjective acceleration clause.  Tell us whether your revolving credit
     agreement contains this clause as of March 31, 2005.  If so, indicate
     whether the agreement also requires a lock-box arrangement.  That is,
     tell us how you consider EITF 95-22 in determining the proper
     classification for this liability.  Further, if classification as long-
     term is proper, tell us your consideration of FASB Technical Bulletin
     No. 79-3 to determine the appropriate classification of the revolving
     credit agreement and disclosure of the subjective acceleration clause.

     RESPONSE:

     Under EITF 95-22, a loan must be classified as current if the loan
     has both a subjective acceleration clause and a lock box
     arrangement, whereby the remittances from the lock box from the
     borrower's customer reduce the debt outstanding.

     The revolving credit agreement referenced in the March 31, 2005
     Form 10-K contains a subjective acceleration clause that provides
     for an event of default if a determination is made "by the Bank in
     good faith, but in its sole discretion, that the financial
     condition of Borrower or any other obligor is unsatisfactory...."
     which event of default would permit an acceleration of the debt.
     The revolving credit agreement does not require a lock box account
     whereby the remittances from the lock box from the borrower's
     customer reduce the debt outstanding. The credit agreement has a
     requirement that the Company maintain a cash collateral account.
     The daily control over the funds in the cash collateral account
     are directed and controlled by Halifax and does not automatically
     reduce the outstanding debt.

     FTB 79-3 raises the issue whether long-term debt should be
     classified as current if the debt agreement contains a subjective
     clause that would accelerate the due date.  In the response,
     paragraph 3, FTB 79-3 indicates that neither reclassification nor
     disclosure would be required if the lender has historically not
     accelerated the due dates and the borrower's financial condition
     is strong and its prospects are bright.

     On June 30, 2005, the lender renewed and extended its credit
     agreement with Halifax extending the maturity to July 2007.  In
     addition, on June 30, 2005, the Company completed the sale of its
     secured network services business, which had a significant
     positive financial impact for the Company.

     Given the renewal and extension of its revolving credit agreement
     we believe that our banking relations are satisfactory and
     acceleration would be remote. In addition, the sale of the secure
     network services business vastly improves the balance sheet, by
     significantly improving Company's stockholders' equity and
     reducing debt and further strengthening  the financial condition
     of Halifax.

     Accordingly, we believe that debt is properly classified as a long
     term obligation.

     The Liquidity Section of Management's Discussion and Analysis on
     page 29 of its Form 10-K for the fiscal year ended March 31, 2005
     and page 17 of the June 30, 2005 Form 10-Q indicated that the
     cash collateral account was under the control of the Bank.
     Halifax intends  to clarify the disclosure regarding  the cash
     collateral account in future filings and such disclosure will be
     as follows:

The revolving credit agreement contains representations, warranties and
covenants that are that are customary in connection with a transaction
of this type.  The revolving credit agreement contains certain
covenants including, but not limited to: (i) maintaining the Company's
accounts in a cash collateral accounts at Provident Bank, the funds in
which accounts we may apply in our discretion, against our obligations
owed to Provident Bank,(ii) notifying Provident Bank in writing of any
cancellation of a contract having annual revenues in excess of
$250,000, (iii) in the event receivables arise out of government
contracts, we will assign to Provident Bank all government contracts
with amounts payable of $100,000 or greater and in duration of six
months or longer, (iv) obtaining written consent from Provident Bank
prior to permitting a change in ownership of more than 25% of the stock
or other equity interests of us and our subsidiaries or permit us or
any of such entities to enter into any merger or consolidation or sell
or lease substantially all of our or its assets, and (v) obtaining
prior written consent of Provident Bank, subject to exceptions, to make
payments of debt to any person or entity or making any distributions of
any kind to any officers, employees or members.  The revolving credit
agreement also contains certain financial covenants which we are
required to maintain including, but not limited to tangible net worth,
current ratio, total liabilities to net worth ratio, debt service
coverage and current ratio, as more fully described in the revolving
credit agreement.

     The Company acknowledged that:

        the Company is responsible for the adequacy and accuracy of the
          disclosure in the filing;

          Staff comments or changes to disclosure in response to Staff
          comments do not foreclose the Commission from taking any action with
          respect to the filing; and
          the Company may not assert Staff comments as a defense in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

     If any member of the Staff has questions, please do not hesitate
to contact the undersigned at (703) 658-2415 or the Company's counsel,
Jane K. Storero at (215) 569-5488.


                              Sincerely,

                              /s/Joseph Sciacca
                                 Joseph Sciacca
                                 Chief Financial Officer


cc:  Christopher White, Staff Accountant
     Charles L. McNew
     Barry H. Genkin, Esquire