content: UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 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): December 28, 2006
  
  
                            HALIFAX CORPORATION
          (Exact name of registrant as specified in its charter)
  
  
        Virginia             1-08964               54-0829246
    (State or other       (Commission File      (I.R.S. Employer
    jurisdiction of           Number)         Identification No.)
     incorporation)
  
  5250 Cherokee Avenue, Alexandria, Virginia        22312
  (Address of principal executive offices)       (Zip Code)
  
  
  Registrant's telephone number,including area code:(703)658-2400
  
                           N/A
  Former name, former address, and former fiscal year, if changed since
  last report
  
  Check  the appropriate box below if the Form 8-K filing is intended  to
  satisfy  the  filing  obligation of the registrant  under  any  of  the
  following provisions:
  
  [ ]  Written communications pursuant to Rule 425 under the
       Securities Act (17 CFR 230.425)
  
  [ ]  Soliciting material pursuant to Rule 14a-12 under the
       Exchange Act (17 CFR 240.14a-12)
  
  [ ]  Pre-commencement communications pursuant to Rule 14d-2(b)
       under the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
       under the Exchange Act(17 CFR 240.13e-4(c))
  <PAGE>
  FOREWARD-LOOKING STATEMENTS
  
  Certain statements in this Currant Report on Form 8-K constitute
  "forward-looking statements" within the meaning of the Federal Private
  Securities Litigation Reform Act of 1995. While forward-looking
  statements sometimes are presented with numerical specificity, they are
  based on various assumptions made by management regarding future events
  over which we have little or no control.  Forward-looking statements
  may be identified by words including "anticipate," "believe,"
  "estimate," "expect" and similar expressions.  We caution readers that
  forward-looking statements, including without limitation, those
  relating to future business prospects, revenues, working capital,
  liquidity, and income, are subject to certain risks and uncertainties
  that would cause actual results to differ materially from those
  indicated in the forward-looking statements.  Factors that could cause
  actual results to differ from forward-looking statements include the
  concentration of our revenues, risks involved in contracting with our
  customers, including difficulties to accurately estimate costs when
  bidding on a contract and the occurrence of start-up costs prior to
  receiving revenues and contract with fixed price provisions, government
  contracting risks, potential conflicts of interest, difficulties we may
  have in attracting and retaining management, professional and
  administrative staff, fluctuation in quarterly results, risks related
  to acquisitions and acquisition strategy, continued favorable banking
  relationships, the availability of capital to finance operations and
  ability to make payments on outstanding indebtedness, weakened economic
  conditions, acts of terrorism, risks related to competition and our
  ability to continue to perform efficiently on contracts, and other
  risks and factors identified from time to time in the reports we file
  with the Securities and Exchange Commission ("SEC"), including our
  Annual Report on Form 10-K.  Should one or more of these risks or
  uncertainties materialize, or should underlying assumptions prove
  incorrect, actual results may vary materially from those anticipated,
  estimated or projected.
  
  Forward-looking statements are intended to apply only at the time they
  are made.  Moreover, whether or not stated in connection with a forward-
  looking statement, the Company undertakes no obligation to correct or
  update a forward-looking statement should we later become aware that it
  is not likely to be achieved.  If the Company were to update or correct
  a forward-looking statement, you should not conclude that the Company
  will make additional updates or correction thereafter.
  
  ITEM 8.01  OTHER EVENTS
  
  On June 30, 2005, we simultaneously entered into and closed on an asset
  purchase agreement (the "Agreement") with INDUS Corporation ("Indus"),
  pursuant to which we sold substantially all of the assets and certain
  liabilities of our secure network business.  The purchase price was
  approximately $12.5 million, subject to adjustments as provided in the
  Agreement, based on the net assets of the business on the closing
  date.  The Agreement also provided that $3.0 million of the purchase
  price was held in escrow (the "Escrow").  The terms of the Agreement,
  including the Escrow, are as set forth in the Form 8-K filed with the
  SEC on July 1, 2005, as amended on Form 8-K/A, on July 7, 2005.
  
  Pursuant to the Escrow, on July 8, 2005, we received $1,000,000 and
  January 26, 2006, we received $1,375,000.  On or about December 31,
  2006, an additional $625,000 from escrow, which was being held as
  security for our indemnification obligations under the Agreement, was
  to be disbursed to us.  However, on December 28, 2006, we received a
  Notice of Claim from Indus, pursuant to which Indus alleged various
  breaches of certain representations and warranties in the Agreement by
  us.  Indus takes the position that these alleged breaches entitle Indus
  to  indemnification.  As a result, Indus further takes the position
  that the entire amount remaining in Escrow which totaled $625,000, plus
  interest, should be disbursed to Indus.  We delivered a Response Notice
  to the escrow agent and Indus and disputed the claims of Indus set
  forth in its Notice of Claim.
  
  
  
  
  
  <PAGE>
  
                                 SIGNATURE
  
  
  
  
  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.
  
                                     HALIFAX CORPORATION
  
  
  
  Date:  January 5, 2007        By: /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8kjan5e.txt", "secsgml_size_bytes": 6255}]
metadata_filer: {"company-data": {"conformed-name": "HALIFAX CORP", "cik": "0000720671", "assigned-sic": "7370", "irs-number": "540829246", "state-of-incorporation": "VA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08964", "film-number": "07512398"}, "business-address": {"street1": "5250 CHEROKEE AVE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312", "phone": "7037502202"}, "mail-address": {"street1": "5250 CHEROKEE AVENUE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312"}, "former-company": {"former-conformed-name": "HALIFAX ENGINEERING INC/VA", "date-changed": "19911204"}}
text: UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 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): December 28, 2006
  
                            HALIFAX CORPORATION
          (Exact name of registrant as specified in its charter)
  
        Virginia             1-08964               54-0829246
    (State or other       (Commission File      (I.R.S. Employer
    jurisdiction of           Number)         Identification No.)
     incorporation)
  
  5250 Cherokee Avenue, Alexandria, Virginia        22312
  (Address of principal executive offices)       (Zip Code)
  
  Registrant's telephone number,including area code:(703)658-2400
  
                           N/A
  Former name, former address, and former fiscal year, if changed since
  last report
  
  Check  the appropriate box below if the Form 8-K filing is intended  to
  satisfy  the  filing  obligation of the registrant  under  any  of  the
  following provisions:
  
  [ ]  Written communications pursuant to Rule 425 under the
       Securities Act (17 CFR 230.425)
  
  [ ]  Soliciting material pursuant to Rule 14a-12 under the
       Exchange Act (17 CFR 240.14a-12)
  
  [ ]  Pre-commencement communications pursuant to Rule 14d-2(b)
       under the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
       under the Exchange Act(17 CFR 240.13e-4(c))
  FOREWARD-LOOKING STATEMENTS
  
  Certain statements in this Currant Report on Form 8-K constitute
  "forward-looking statements" within the meaning of the Federal Private
  Securities Litigation Reform Act of 1995. While forward-looking
  statements sometimes are presented with numerical specificity, they are
  based on various assumptions made by management regarding future events
  over which we have little or no control.  Forward-looking statements
  may be identified by words including "anticipate," "believe,"
  "estimate," "expect" and similar expressions.  We caution readers that
  forward-looking statements, including without limitation, those
  relating to future business prospects, revenues, working capital,
  liquidity, and income, are subject to certain risks and uncertainties
  that would cause actual results to differ materially from those
  indicated in the forward-looking statements.  Factors that could cause
  actual results to differ from forward-looking statements include the
  concentration of our revenues, risks involved in contracting with our
  customers, including difficulties to accurately estimate costs when
  bidding on a contract and the occurrence of start-up costs prior to
  receiving revenues and contract with fixed price provisions, government
  contracting risks, potential conflicts of interest, difficulties we may
  have in attracting and retaining management, professional and
  administrative staff, fluctuation in quarterly results, risks related
  to acquisitions and acquisition strategy, continued favorable banking
  relationships, the availability of capital to finance operations and
  ability to make payments on outstanding indebtedness, weakened economic
  conditions, acts of terrorism, risks related to competition and our
  ability to continue to perform efficiently on contracts, and other
  risks and factors identified from time to time in the reports we file
  with the Securities and Exchange Commission ("SEC"), including our
  Annual Report on Form 10-K.  Should one or more of these risks or
  uncertainties materialize, or should underlying assumptions prove
  incorrect, actual results may vary materially from those anticipated,
  estimated or projected.
  
  Forward-looking statements are intended to apply only at the time they
  are made.  Moreover, whether or not stated in connection with a forward-
  looking statement, the Company undertakes no obligation to correct or
  update a forward-looking statement should we later become aware that it
  is not likely to be achieved.  If the Company were to update or correct
  a forward-looking statement, you should not conclude that the Company
  will make additional updates or correction thereafter.
  
  ITEM 8.01  OTHER EVENTS
  
  On June 30, 2005, we simultaneously entered into and closed on an asset
  purchase agreement (the "Agreement") with INDUS Corporation ("Indus"),
  pursuant to which we sold substantially all of the assets and certain
  liabilities of our secure network business.  The purchase price was
  approximately $12.5 million, subject to adjustments as provided in the
  Agreement, based on the net assets of the business on the closing
  date.  The Agreement also provided that $3.0 million of the purchase
  price was held in escrow (the "Escrow").  The terms of the Agreement,
  including the Escrow, are as set forth in the Form 8-K filed with the
  SEC on July 1, 2005, as amended on Form 8-K/A, on July 7, 2005.
  
  Pursuant to the Escrow, on July 8, 2005, we received $1,000,000 and
  January 26, 2006, we received $1,375,000.  On or about December 31,
  2006, an additional $625,000 from escrow, which was being held as
  security for our indemnification obligations under the Agreement, was
  to be disbursed to us.  However, on December 28, 2006, we received a
  Notice of Claim from Indus, pursuant to which Indus alleged various
  breaches of certain representations and warranties in the Agreement by
  us.  Indus takes the position that these alleged breaches entitle Indus
  to  indemnification.  As a result, Indus further takes the position
  that the entire amount remaining in Escrow which totaled $625,000, plus
  interest, should be disbursed to Indus.  We delivered a Response Notice
  to the escrow agent and Indus and disputed the claims of Indus set
  forth in its Notice of Claim.
  SIGNATURE
  
  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.
  
                                     HALIFAX CORPORATION
  
  Date:  January 5, 2007        By: /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO