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): June 29, 2005
  
  
                                 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
  
  Former  name,  former  address, and former fiscal year, if  changed  since  last
  report:  N/A
  
  
  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>
  Forward Looking Statements
  
       Certain statements in this Annual Report on Form 10-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, we undertake no obligation to correct or update a forward-looking
  statement should we later become aware that it is not likely to be achieved.  If
  we were to update or correct a forward-looking statement, you should not
  conclude that we will make additional updates or correction thereafter.
  
  ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On June 29, 2005, we and our subsidiaries amended and restated our Amended
  and Restated Loan and Security Agreement with Provident Bank to extend the
  maturity date to June 30, 2007 and revise the covenants as more fully described
  in the agreement.  The amount available under the agreement remains at $12.0
  million.  The amount outstanding under the agreement bears interest at the
  bank's prime rate plus one-quarter percent (0.25%).  We will also pay an unused
  commitment fee on the difference between the maximum amount we can borrow and
  the amount advanced, determined by the average daily amount outstanding during
  the period.  The difference is multiplied by one-quarter percent (0.25%).  This
  amount is payable on June 30, 2005 and on the last day of each quarter until the
  agreement has been terminated.  Additionally, we will pay a fee of $1,000 per
  month.  Advances under the agreement are collateralized by a first priority
  security interest on all of our assets as defined in the agreement.  As of June
  30, 2005, $10.5 million was outstanding and $1.5 million was available to us.
  The interest rate at June 30, 2005 was 5%.
  
       The agreement contains representations, warranties and covenants that are
  that are customary in connection with a transaction of this type.  The agreement
  contains certain covenants including, but not limited to: (i) having all persons
  or entities required to make payments to us deposit such payments in a cash
  collateral account by which Provident Bank, in its own discretion, may, among
  other things, use such funds against our obligations owed to Provident Bank,(ii)
  notifying Provident Bank in writing of any cancellation of a contract having
  annual revenues in excess of $250,000, (iii) in the event receivables arise out
  of government contracts, we will assign to Provident Bank all government
  contracts with amounts payable of $100,000 or greater and in duration of six
  months or longer, (iv) obtaining written consent from Provident Bank prior to
  permitting a change in ownership of more than 25% of the stock or other equity
  interests of us and our subsidiaries or permit us or any of such entities to
  enter into any merger or consolidation or sell or lease substantially all of our
  or its assets, and (v) obtaining prior written consent of Provident Bank,
  subject to exceptions, to make payments of debt to any person or entity or
  making any distributions of any kind to any officers, employees or members.  The
  agreement also contains certain financial covenants which we are required to
  maintain including, but not limited to tangible net worth, current ratio, total
  liabilities to net worth ratio, debt service coverage and current ratio, as more
  fully described in the agreement.
  
       Events of default, include, but are not limited to: (i) a determination by
  Provident Bank that the financial condition of us or any person or entity that
  generally is now or hereafter liable, directly, contingently or otherwise
  obligated to pay Provident Bank under the agreement ("Other Obligor") is
  unsatisfactory, (ii) we or an Other Obligor becoming insolvent, (iii) the
  suspension of business, or commission of an act amounting to business failure by
  us or any Other Obligor, and (iv) a change in more than 25% of the ownership of
  us without the prior written consent of Provident Bank.  Upon an event of
  default, the lender may (i) accelerate and call immediately due and payable all
  of the unpaid principal, accrued interest and other sums due as of the date of
  default, (ii) impose the default rate of interest with or without acceleration,
  (iii) file suit against us or any Other Obligor, (iv) seek specific performance
  or injunctive relief to enforce performance of the our obligations (v) exercise
  any rights of a secured creditor under the Uniform Commercial Code, (vi) cease
  making advances or extending credit to us and stop and retract the making of any
  advances which we may have requested, and (vii) reduce the maximum amount we are
  permitted to borrow under the agreement.  We have also authorized Provident
  Bank, upon a default, but without prior notice to or demand upon us and without
  prior opportunity of us to be heard, to institute an action for replevin, with
  or without bond as Provident Bank may elect, to obtain possession of any of the
  collateral.
  
       On June 29, 2005, we also amended our 8% Promissory Notes and 7%
  Subordinated Debentures to extend the maturity date to July 1, 2007, which date
  is the next day immediately succeeding the expiration of the second Amended and
  Restated Loan and Security Agreement.  The holders of the 8% Promissory Notes
  and 7% Subordinated Debentures are The Arch C. Scurlock Children's Trust (the
  "Children's Trust") and Nancy M. Scurlock.  Both are greater than 10%
  shareholders of our common stock.  Arch C. Scurlock, Jr., a beneficiary and
  trustee of the Children's Trust, and John H. Gover, a trustee of the Children's
  Trust are our directors.  Subject to the prior approval of Provident Bank, which
  has been obtained, we agreed to make principal and interest payments on the 8%
  Promissory Notes and 7% Subordinated Debentures aggregating $1.5 million.  We
  intend to utilize a portion of the proceeds from the sale of our secured network
  services business to make these payments to the holders of our 8% Promissory
  Notes and 7% Subordinated Debentures.
  
  <PAGE>
                                     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.
  
  
  
                                     HALIFAX CORPORATION
  
  
  
  Date:  July 6, 2005                By:  /s/Joseph Sciacca
                                          Joseph Sciacca
                                          Vice President, Finance & CFO
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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): June 29, 2005
  
                                 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
  
  Former  name,  former  address, and former fiscal year, if  changed  since  last
  report:  N/A
  
  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))
  Forward Looking Statements
  
       Certain statements in this Annual Report on Form 10-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, we undertake no obligation to correct or update a forward-looking
  statement should we later become aware that it is not likely to be achieved.  If
  we were to update or correct a forward-looking statement, you should not
  conclude that we will make additional updates or correction thereafter.
  
  ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On June 29, 2005, we and our subsidiaries amended and restated our Amended
  and Restated Loan and Security Agreement with Provident Bank to extend the
  maturity date to June 30, 2007 and revise the covenants as more fully described
  in the agreement.  The amount available under the agreement remains at $12.0
  million.  The amount outstanding under the agreement bears interest at the
  bank's prime rate plus one-quarter percent (0.25%).  We will also pay an unused
  commitment fee on the difference between the maximum amount we can borrow and
  the amount advanced, determined by the average daily amount outstanding during
  the period.  The difference is multiplied by one-quarter percent (0.25%).  This
  amount is payable on June 30, 2005 and on the last day of each quarter until the
  agreement has been terminated.  Additionally, we will pay a fee of $1,000 per
  month.  Advances under the agreement are collateralized by a first priority
  security interest on all of our assets as defined in the agreement.  As of June
  30, 2005, $10.5 million was outstanding and $1.5 million was available to us.
  The interest rate at June 30, 2005 was 5%.
  
       The agreement contains representations, warranties and covenants that are
  that are customary in connection with a transaction of this type.  The agreement
  contains certain covenants including, but not limited to: (i) having all persons
  or entities required to make payments to us deposit such payments in a cash
  collateral account by which Provident Bank, in its own discretion, may, among
  other things, use such funds against our obligations owed to Provident Bank,(ii)
  notifying Provident Bank in writing of any cancellation of a contract having
  annual revenues in excess of $250,000, (iii) in the event receivables arise out
  of government contracts, we will assign to Provident Bank all government
  contracts with amounts payable of $100,000 or greater and in duration of six
  months or longer, (iv) obtaining written consent from Provident Bank prior to
  permitting a change in ownership of more than 25% of the stock or other equity
  interests of us and our subsidiaries or permit us or any of such entities to
  enter into any merger or consolidation or sell or lease substantially all of our
  or its assets, and (v) obtaining prior written consent of Provident Bank,
  subject to exceptions, to make payments of debt to any person or entity or
  making any distributions of any kind to any officers, employees or members.  The
  agreement also contains certain financial covenants which we are required to
  maintain including, but not limited to tangible net worth, current ratio, total
  liabilities to net worth ratio, debt service coverage and current ratio, as more
  fully described in the agreement.
  
       Events of default, include, but are not limited to: (i) a determination by
  Provident Bank that the financial condition of us or any person or entity that
  generally is now or hereafter liable, directly, contingently or otherwise
  obligated to pay Provident Bank under the agreement ("Other Obligor") is
  unsatisfactory, (ii) we or an Other Obligor becoming insolvent, (iii) the
  suspension of business, or commission of an act amounting to business failure by
  us or any Other Obligor, and (iv) a change in more than 25% of the ownership of
  us without the prior written consent of Provident Bank.  Upon an event of
  default, the lender may (i) accelerate and call immediately due and payable all
  of the unpaid principal, accrued interest and other sums due as of the date of
  default, (ii) impose the default rate of interest with or without acceleration,
  (iii) file suit against us or any Other Obligor, (iv) seek specific performance
  or injunctive relief to enforce performance of the our obligations (v) exercise
  any rights of a secured creditor under the Uniform Commercial Code, (vi) cease
  making advances or extending credit to us and stop and retract the making of any
  advances which we may have requested, and (vii) reduce the maximum amount we are
  permitted to borrow under the agreement.  We have also authorized Provident
  Bank, upon a default, but without prior notice to or demand upon us and without
  prior opportunity of us to be heard, to institute an action for replevin, with
  or without bond as Provident Bank may elect, to obtain possession of any of the
  collateral.
  
       On June 29, 2005, we also amended our 8% Promissory Notes and 7%
  Subordinated Debentures to extend the maturity date to July 1, 2007, which date
  is the next day immediately succeeding the expiration of the second Amended and
  Restated Loan and Security Agreement.  The holders of the 8% Promissory Notes
  and 7% Subordinated Debentures are The Arch C. Scurlock Children's Trust (the
  "Children's Trust") and Nancy M. Scurlock.  Both are greater than 10%
  shareholders of our common stock.  Arch C. Scurlock, Jr., a beneficiary and
  trustee of the Children's Trust, and John H. Gover, a trustee of the Children's
  Trust are our directors.  Subject to the prior approval of Provident Bank, which
  has been obtained, we agreed to make principal and interest payments on the 8%
  Promissory Notes and 7% Subordinated Debentures aggregating $1.5 million.  We
  intend to utilize a portion of the proceeds from the sale of our secured network
  services business to make these payments to the holders of our 8% Promissory
  Notes and 7% Subordinated Debentures.
  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.
  
                                     HALIFAX CORPORATION
  
  Date:  July 6, 2005                By:  /s/Joseph Sciacca
                                          Joseph Sciacca
                                          Vice President, Finance & CFO