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): June 28, 2004


                                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 2.    Acquisition or Disposition of Assets

           Pursuant to an Asset Purchase Agreement dated as of June 3, 2004 (the
           "Agreement") by and among the Registrant,  Performance  Group, Inc. a
           Virginia  corporation  ("PGI"),  and Ronald Horn, Sole Shareholder of
           PGI. The Merger  became  effective as of June 25, 2004.  The terms of
           the Merger are contained in the Agreement, which is included herewith
           as Exhibit 2.1.

Item 7.    Financial Statements and Exhibits

           (a)             The  financial  statements  required by this Item are
                           not included in this  initial  report on Form 8-K but
                           will be filed by amendment  not later than sixty days
                           after  the date that the  initial  report on Form 8-K
                           must be filed.

           (b)             The  pro  forma   financial   information   of  Essex
                           Corporation required by this Item are not included in
                           this initial  report on Form 8-K but will be filed by
                           amendment  not later  than  sixty days after the date
                           that the initial report on Form 8-K must be filed.

           (c)             Exhibits

           Exhibit 2.1     Asset Purchase  Agreement  among  Essex  Corporation,
                           Performance Group, Inc. and Ronald Horn dated June 3,
                           2004 (excluding Exhibits and Schedules)

           Exhibit 99.1    Press release dated June 28, 2004


                                   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
                                  (Registrant)



                            /S/ LEONARD E. MOODISPAW
                            -------------------------------------------
DATE:  July 6, 2004         Leonard E. Moodispaw
                            President and Chief Executive Officer


                                      2



                                ESSEX CORPORATION


                                  EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-X)

Exhibit
NUMBER         DESCRIPTION AND METHOD OF FILING

2.1            Asset Purchase  Agreement among Essex  Corporation,  Performance
               Group, Inc. and Ronald Horn, dated as of June 3, 2004, (excluding
               Exhibits and Schedules) filed herewith.

99.1           Press release dated June 28, 2004, filed herewith.