As filed with the Securities and Exchange Commission on September 17, 2004

                                   Registration No. 333-_________


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________
                            FORM S-8
                     REGISTRATION STATEMENT
                Under The Securities Act of 1933
                       ___________________
                       ANALEX CORPORATION
     (Exact name of registrant as specified in its charter)

           Delaware                           71-0869563
 (State or other jurisdiction    (I.R.S. Employer Identification No.)
of incorporation or organization)

                      5904 Richmond Highway
                            Suite 300
                      Alexandria, VA 22303
  (Address, including Zip Code, of Principal Executive Offices)

                       ANALEX CORPORATION
                     2002 STOCK OPTION PLAN
                    (Full title of the plan)
                       ___________________

                    Sterling E. Phillips, Jr.
                     Chief Executive Officer
                       Analex Corporation
                      5904 Richmond Highway
                            Suite 300
                      Alexandria, VA 22303
                          (703) 329-9400
  (Name, Address and Telephone number, including area code, of
                       agent for service)

                Copies of all communications to:
                      Jane K. P. Tam, Esq.
                      Holland & Knight LLP
               2099 Pennsylvania Avenue, Suite 100
                     Washington, D.C. 20006
                      Phone: (202) 955-3000


                 CALCULATION OF REGISTRATION FEE
   Title of         Amount     Proposed   Proposed    Amount of
  Securities        to be      Maximum    Maximum    registration
     to be        Registered   Offering  Aggregate       fee
  registered                    price     Offering
                                 per      price(2)
                               unit(2)
Common Stock,    1,000,000(1)   $3.12    $3,120,000      $395
par value
$0.02 per
share
(1) This Registration Statement covers, in addition to the number
of  shares  of  Analex Corporation, a Delaware  corporation  (the
"Company" or the "Registrant"), Common Stock, par value $0.02 per
share  (the "Common Stock"), stated above, and pursuant  to  Rule
416(c)  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"), an additional indeterminate number of  shares,
shares  issued  under  such plan as  a  result  of  one  or  more
adjustments  under such plans resulting from one  or  more  stock
splits, stock dividends or similar transactions.
(2)   Estimated  solely  for  the  purpose  of  calculating   the
registration fee.  Pursuant to Rule 457(h), the maximum  offering
price,  per share and in the aggregate, and the registration  fee
were  calculated based upon the average of the high and low sales
prices for Common Stock on September 13, 2004, as reported on the
American Stock Exchange.

                        EXPLANATORY NOTE

      Pursuant  to  General  Instruction  E  to  Form  S-8,  this
Registration   Statement   on  Form  S-8   registers   additional
securities  of  the same class as other securities  for  which  a
registration  statement, also filed on Form S-8 and  relating  to
the  Analex  Corporation 2002 Stock Option Plan, as amended  (the
"Plan"),  is effective.  Accordingly, this Registration Statement
hereby incorporates by reference the contents of the Registrant's
earlier registration statement on Form S-8, Registration No. 333-
114251,  filed  with the Securities and Exchange Commission  (the
"SEC") on April 6, 2004.  After giving effect to this filing,  an
aggregate  of 3,000,000 shares of the Registrant's Common  Stock,
will  have  been  registered and will have  been  authorized  for
issuance pursuant to the Plan.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits

          4.1  Analex Corporation 2002 Stock Option Plan (1)

          5.1  Opinion of Holland & Knight LLP re legality of the
          Common Stock.

          23.1 Consent of Ernst & Young LLP.

          23.2 Consent of Soza Associates LLP.

          23.3  Consent  of  Holland & Knight  LLP  (included  in
          Exhibit 5.1).

          24.1  Power  of Attorney (included in this Registration
          Statement under "Signatures").

(1) Filed as Annex N to the Proxy Statement filed with the SEC
pursuant to Section 14(a) of the Exchange Act on August 9, 2004
(Commission File No. 001-31613) and incorporated herein by
reference.

<PAGE>
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of Alexandria, Commonwealth of Virginia, on  September
16, 2004.

ANALEX CORPORATION


By: /s/ Sterling E. Phillips, Jr.        /s/Ronald B. Alexander
Sterling E. Phillips, Jr.                   Ronald B.Alexander
Chairman and Chief Executive Officer        Senior Vice President and
(Principal Executive Officer)               Chief Financial Officer
                                           (Principal Financing and
                                            Accounting Officer)

<PAGE>


                SIGNATURES AND POWER OF ATTORNEY

     We, the undersigned directors of Analex Corporation hereby
severally constitute and appoint Sterling E. Phillips, Jr. and
Ronald B. Alexander and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them
singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective
amendments to said Registration Statement and generally to do all
such things in our name and behalf in our capacities as directors
to enable Analex Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.

Pursuant to  the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

Signature                            Title                      Date



/s/ Sterling E. Phillips, Jr.      Chairman and         September 15, 2004
Sterling E. Phillips, Jr.          Chief Executive
                                   Officer

/s/ Peter L. Belford, Sr.          Director             September 15, 2004
Peter L. Belford, Sr.

/s/ C. Thomas Faulders, III        Director             September 15, 2004
C. Thomas Faulders, III

/s/ Lincoln D. Faurer              Director             September 15, 2004
Lincoln D. Faurer

/s/ Martin M. Hale, Jr.            Director             September 15, 2004
Martin M. Hale, Jr.

/s/ Thomas L. Hewitt               Director             September 15, 2004
Thomas L. Hewitt

/s/ Joseph "Keith" Kellogg         Director             September 15, 2004
Joseph "Keith" Kellogg

/s/ Gerald A. Poch                 Director             September 15, 2004
Gerald A. Poch

/s/ Daniel R. Young                Director             September 15, 2004
Daniel R. Young

<PAGE>
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{"company-data": {"conformed-name": "ANALEX CORP", "cik": "0000044800", "assigned-sic": "7370", "irs-number": "112120726", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119096", "film-number": "041035758"}, "business-address": {"street1": "5904 RICHMOND HIGHWAY", "street2": "SUITE 300", "city": "ALEXANDRIA", "state": "VA", "zip": "22303", "phone": "703-329-9400"}, "mail-address": {"street1": "5904 RICHMOND HIGHWAY", "street2": "SUITE 300", "city": "ALEXANDRIA", "state": "VA", "zip": "22303"}, "former-company": [{"former-conformed-name": "HADRON INC", "date-changed": "19920703"}, {"former-conformed-name": "BIORAD INC", "date-changed": "19710304"}]}
As filed with the Securities and Exchange Commission on September 17, 2004

                                   Registration No. 333-_________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________
                            FORM S-8
                     REGISTRATION STATEMENT
                Under The Securities Act of 1933
                       ___________________
                       ANALEX CORPORATION
     (Exact name of registrant as specified in its charter)

           Delaware                           71-0869563
 (State or other jurisdiction    (I.R.S. Employer Identification No.)
of incorporation or organization)

                      5904 Richmond Highway
                            Suite 300
                      Alexandria, VA 22303
  (Address, including Zip Code, of Principal Executive Offices)

                       ANALEX CORPORATION
                     2002 STOCK OPTION PLAN
                    (Full title of the plan)
                       ___________________

                    Sterling E. Phillips, Jr.
                     Chief Executive Officer
                       Analex Corporation
                      5904 Richmond Highway
                            Suite 300
                      Alexandria, VA 22303
                          (703) 329-9400
  (Name, Address and Telephone number, including area code, of
                       agent for service)

                Copies of all communications to:
                      Jane K. P. Tam, Esq.
                      Holland & Knight LLP
               2099 Pennsylvania Avenue, Suite 100
                     Washington, D.C. 20006
                      Phone: (202) 955-3000

                 CALCULATION OF REGISTRATION FEE
   Title of         Amount     Proposed   Proposed    Amount of
  Securities        to be      Maximum    Maximum    registration
     to be        Registered   Offering  Aggregate       fee
  registered                    price     Offering
                                 per      price(2)
                               unit(2)
Common Stock,    1,000,000(1)   $3.12    $3,120,000      $395
par value
$0.02 per
share
(1) This Registration Statement covers, in addition to the number
of  shares  of  Analex Corporation, a Delaware  corporation  (the
"Company" or the "Registrant"), Common Stock, par value $0.02 per
share  (the "Common Stock"), stated above, and pursuant  to  Rule
416(c)  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"), an additional indeterminate number of  shares,
shares  issued  under  such plan as  a  result  of  one  or  more
adjustments  under such plans resulting from one  or  more  stock
splits, stock dividends or similar transactions.
(2)   Estimated  solely  for  the  purpose  of  calculating   the
registration fee.  Pursuant to Rule 457(h), the maximum  offering
price,  per share and in the aggregate, and the registration  fee
were  calculated based upon the average of the high and low sales
prices for Common Stock on September 13, 2004, as reported on the
American Stock Exchange.

                        EXPLANATORY NOTE

      Pursuant  to  General  Instruction  E  to  Form  S-8,  this
Registration   Statement   on  Form  S-8   registers   additional
securities  of  the same class as other securities  for  which  a
registration  statement, also filed on Form S-8 and  relating  to
the  Analex  Corporation 2002 Stock Option Plan, as amended  (the
"Plan"),  is effective.  Accordingly, this Registration Statement
hereby incorporates by reference the contents of the Registrant's
earlier registration statement on Form S-8, Registration No. 333-
114251,  filed  with the Securities and Exchange Commission  (the
"SEC") on April 6, 2004.  After giving effect to this filing,  an
aggregate  of 3,000,000 shares of the Registrant's Common  Stock,
will  have  been  registered and will have  been  authorized  for
issuance pursuant to the Plan.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits

          4.1  Analex Corporation 2002 Stock Option Plan (1)

          5.1  Opinion of Holland & Knight LLP re legality of the
          Common Stock.

          23.1 Consent of Ernst & Young LLP.

          23.2 Consent of Soza Associates LLP.

          23.3  Consent  of  Holland & Knight  LLP  (included  in
          Exhibit 5.1).

          24.1  Power  of Attorney (included in this Registration
          Statement under "Signatures").

(1) Filed as Annex N to the Proxy Statement filed with the SEC
pursuant to Section 14(a) of the Exchange Act on August 9, 2004
(Commission File No. 001-31613) and incorporated herein by
reference.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of Alexandria, Commonwealth of Virginia, on  September
16, 2004.

ANALEX CORPORATION

By: /s/ Sterling E. Phillips, Jr.        /s/Ronald B. Alexander
Sterling E. Phillips, Jr.                   Ronald B.Alexander
Chairman and Chief Executive Officer        Senior Vice President and
(Principal Executive Officer)               Chief Financial Officer
                                           (Principal Financing and
                                            Accounting Officer)
SIGNATURES AND POWER OF ATTORNEY

     We, the undersigned directors of Analex Corporation hereby
severally constitute and appoint Sterling E. Phillips, Jr. and
Ronald B. Alexander and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them
singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective
amendments to said Registration Statement and generally to do all
such things in our name and behalf in our capacities as directors
to enable Analex Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.

Pursuant to  the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

Signature                            Title                      Date

/s/ Sterling E. Phillips, Jr.      Chairman and         September 15, 2004
Sterling E. Phillips, Jr.          Chief Executive
                                   Officer

/s/ Peter L. Belford, Sr.          Director             September 15, 2004
Peter L. Belford, Sr.

/s/ C. Thomas Faulders, III        Director             September 15, 2004
C. Thomas Faulders, III

/s/ Lincoln D. Faurer              Director             September 15, 2004
Lincoln D. Faurer

/s/ Martin M. Hale, Jr.            Director             September 15, 2004
Martin M. Hale, Jr.

/s/ Thomas L. Hewitt               Director             September 15, 2004
Thomas L. Hewitt

/s/ Joseph "Keith" Kellogg         Director             September 15, 2004
Joseph "Keith" Kellogg

/s/ Gerald A. Poch                 Director             September 15, 2004
Gerald A. Poch

/s/ Daniel R. Young                Director             September 15, 2004
Daniel R. Young