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): August 13, 2004
  
  
  
                            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) 750-2202
  
  
  Former  name, former address, and former fiscal year, if changed  since
  last report:  N/A
  <PAGE>
  
  FOREWARD-LOOKING STATEMENTS
  
  Some  of  the  information in this report on Form 8-K or the  documents
  incorporated  by  reference in this report  on  form  8-K  may  contain
  forward-looking statements.  You can identify these statements by words
  or  phrases  such  as "will likely result," "may," "are  expected  to,"
  "will continue to," "is anticipated," "estimate," "projected," "intends
  to" or other similar words.  These forward-looking statements regarding
  our  business  and prospects are based upon numerous assumptions  about
  future conditions, which may ultimately prove to be inaccurate.  Actual
  events  and  results  may  materially differ from  anticipated  results
  described  in  those  statements.  Forward-looking  statements  involve
  risks and uncertainties described under "Risk Factors" as well as other
  portions  of  the  Form 8-K, which could cause our  actual  results  to
  differ   materially  from  historical  earnings  and  those   presently
  anticipated.  When considering forward-looking statements,  you  should
  keep  those  risk  factors  in mind as well  as  the  other  cautionary
  statements  in  this report on Form 8-K.  You should  not  place  undue
  reliance on any forward-looking statements.
  
  Item 5.   Other Events and Regulation FD Disclosure.
  
  
  Item 7.        Financial Statements and Exhibits.
  
            (a)  Financial Statements of Businesses Acquired
  
                 None.
  
            (b)  Pro-forma Financial Information
  
                 None.
  
            (c)  Exhibits
  
                 99.1  Transcript of  First Quarter Conference Call
  
  Item 12.  Results of Operations and Financial Condition
  
            The following information is being provided pursuant to Item
            12 - Results of Operations and Financial Condition.  Such
            information, including the Exhibit attached hereto, shall not
            be deemed "filed" for purposes of Section 18 of the
            Securities Exchange Act of 1934.
  
            On  August 11, 2004, Halifax issued a press release reporting
            its results for the first quarter of fiscal year 2005 June
            30, 2004.  A copy of this press release is attached hereto as
            an exhibit and is incorporated herein by reference.
  
            The press release contains non-GAAP financial measures.  For
            purposes of Regulation G of the SEC, a non-GAAP financial
            measure is a numerical measure of a registrant's historical
            or future financial performance, financial position or cash
            flows that excludes amounts, or is subject to adjustments
            that have the effect of excluding amounts, that are included
            in the most directly comparable measure calculated and
            presented in accordance with GAAP in the statement of income,
            balance sheet or statement of cash flows (or equivalent
            statements) of the issuer; or includes amounts, or is subject
            to adjustments that have the effect of including amounts,
            that are excluded from the most directly comparable measure
            so calculated and presented.  In this regard, GAAP refers to
            accounting principles generally accepted in the United States
            of America.  Pursuant to the requirements of Regulation G,
            Halifax has provided reconciliation within the earnings
            release of the non-GAAP financial measures to the most
            directly comparable GAAP financial measures.
  
            The non-GAAP financial measures used by Halifax are:
  
            (i) "Total Portfolio" delinquency information.   This non-
            GAAP financial measure aggregates delinquency information
            related to Halifax's on-balance sheet loan and lease
            receivables (the GAAP financial measure) with delinquency
            information related to Halifax's off-balance sheet
            securitized loan and lease receivables (the information
            provided for reconciliation to GAAP; and
  
            (ii)  "Total REO." This non-GAAP financial measure aggregates
            Halifax's on-balance sheet REO (the GAAP financial measure)
            with the REO associated with Halifax's off-balance sheet
            securitized loan receivables (the information provided for
            reconciliation to GAAP.
  
            The Company presents Total Portfolio and Total REO
            information because the volume and credit characteristics of
            off-balance sheet securitized loan and lease receivable have
            a significant effect on the financial performance of the
            Company as a result of the Company's retained interests in
            the securitized loans.  Retained interests include interest-
            only strips and servicing rights.  In addition, because the
            servicing and collection of Halifax's off-balance sheet
            securitized loan and lease receivables are performed in the
            same manner and according to the same standards as the
            servicing and collection of Halifax's on-balance sheet loan
            and lease receivables, expenses related to certain Company
            resources, such as personnel and technology, are allocated to
            each category based on their pro rata relationship to Total
            Portfolio and Total REO.
  
  
  
  <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:  August 13, 2004                  By:  /s/Joseph Sciacca
                                           Joseph Sciacca
                                          Vice President, Finance & CFO
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                               EXHIBIT INDEX
  
  
  
  
  Exhibit No.                   Description
  
       99.1                     Transcript of First Quarter Conference
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8kcce.txt", "secsgml_size_bytes": 6906}]
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": "04974875"}, "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): August 13, 2004
  
                            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) 750-2202
  
  Former  name, former address, and former fiscal year, if changed  since
  last report:  N/A
  FOREWARD-LOOKING STATEMENTS
  
  Some  of  the  information in this report on Form 8-K or the  documents
  incorporated  by  reference in this report  on  form  8-K  may  contain
  forward-looking statements.  You can identify these statements by words
  or  phrases  such  as "will likely result," "may," "are  expected  to,"
  "will continue to," "is anticipated," "estimate," "projected," "intends
  to" or other similar words.  These forward-looking statements regarding
  our  business  and prospects are based upon numerous assumptions  about
  future conditions, which may ultimately prove to be inaccurate.  Actual
  events  and  results  may  materially differ from  anticipated  results
  described  in  those  statements.  Forward-looking  statements  involve
  risks and uncertainties described under "Risk Factors" as well as other
  portions  of  the  Form 8-K, which could cause our  actual  results  to
  differ   materially  from  historical  earnings  and  those   presently
  anticipated.  When considering forward-looking statements,  you  should
  keep  those  risk  factors  in mind as well  as  the  other  cautionary
  statements  in  this report on Form 8-K.  You should  not  place  undue
  reliance on any forward-looking statements.
  
  Item 5.   Other Events and Regulation FD Disclosure.
  
  Item 7.        Financial Statements and Exhibits.
  
            (a)  Financial Statements of Businesses Acquired
  
                 None.
  
            (b)  Pro-forma Financial Information
  
                 None.
  
            (c)  Exhibits
  
                 99.1  Transcript of  First Quarter Conference Call
  
  Item 12.  Results of Operations and Financial Condition
  
            The following information is being provided pursuant to Item
            12 - Results of Operations and Financial Condition.  Such
            information, including the Exhibit attached hereto, shall not
            be deemed "filed" for purposes of Section 18 of the
            Securities Exchange Act of 1934.
  
            On  August 11, 2004, Halifax issued a press release reporting
            its results for the first quarter of fiscal year 2005 June
            30, 2004.  A copy of this press release is attached hereto as
            an exhibit and is incorporated herein by reference.
  
            The press release contains non-GAAP financial measures.  For
            purposes of Regulation G of the SEC, a non-GAAP financial
            measure is a numerical measure of a registrant's historical
            or future financial performance, financial position or cash
            flows that excludes amounts, or is subject to adjustments
            that have the effect of excluding amounts, that are included
            in the most directly comparable measure calculated and
            presented in accordance with GAAP in the statement of income,
            balance sheet or statement of cash flows (or equivalent
            statements) of the issuer; or includes amounts, or is subject
            to adjustments that have the effect of including amounts,
            that are excluded from the most directly comparable measure
            so calculated and presented.  In this regard, GAAP refers to
            accounting principles generally accepted in the United States
            of America.  Pursuant to the requirements of Regulation G,
            Halifax has provided reconciliation within the earnings
            release of the non-GAAP financial measures to the most
            directly comparable GAAP financial measures.
  
            The non-GAAP financial measures used by Halifax are:
  
            (i) "Total Portfolio" delinquency information.   This non-
            GAAP financial measure aggregates delinquency information
            related to Halifax's on-balance sheet loan and lease
            receivables (the GAAP financial measure) with delinquency
            information related to Halifax's off-balance sheet
            securitized loan and lease receivables (the information
            provided for reconciliation to GAAP; and
  
            (ii)  "Total REO." This non-GAAP financial measure aggregates
            Halifax's on-balance sheet REO (the GAAP financial measure)
            with the REO associated with Halifax's off-balance sheet
            securitized loan receivables (the information provided for
            reconciliation to GAAP.
  
            The Company presents Total Portfolio and Total REO
            information because the volume and credit characteristics of
            off-balance sheet securitized loan and lease receivable have
            a significant effect on the financial performance of the
            Company as a result of the Company's retained interests in
            the securitized loans.  Retained interests include interest-
            only strips and servicing rights.  In addition, because the
            servicing and collection of Halifax's off-balance sheet
            securitized loan and lease receivables are performed in the
            same manner and according to the same standards as the
            servicing and collection of Halifax's on-balance sheet loan
            and lease receivables, expenses related to certain Company
            resources, such as personnel and technology, are allocated to
            each category based on their pro rata relationship to Total
            Portfolio and Total REO.
  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:  August 13, 2004                  By:  /s/Joseph Sciacca
                                           Joseph Sciacca
                                          Vice President, Finance & CFO
  EXHIBIT INDEX
  
  Exhibit No.                   Description
  
       99.1                     Transcript of First Quarter Conference