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: December 16, 2003



                                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





                                ESSEX CORPORATION



ITEM 5.    OTHER EVENTS.

         On December 16, 2003, Essex  Corporation  closed on the public offering
and sale of 4,000,000  shares of its common stock at a price of $8.50 per share.
In  connection  with  the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, and in connection with the closing of the public
offering  referenced  above,  Essex is filing  cautionary risk factor statements
identifying  important factors that could cause Essex's actual results to differ
materially from those expressed or implied in forward-looking statements made by
or on behalf of Essex.  These  statements  amend and supersede prior  cautionary
risk factor statements contained in filings by Essex to the extent that they are
inconsistent with those statements.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

     (99)    Additional Exhibits

             99.1    Cautionary Risk Factor Statements for Purposes of the "Safe
                     Harbor" Provisions of the Private Securities Litigation
                     Reform Act of 1995.


                                   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/ JOSEPH R. KURRY, JR.
                               -------------------------------------
DATE:  December 16, 2003       Joseph R. Kurry, Jr.
                               Sr. Vice President, Treasurer and
                               Chief Financial Officer