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): July 1, 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, 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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On June 30, 2005, we simultaneously entered into and closed on an asset
  purchase agreement with INDUS Corporation pursuant to which we sold
  substantially all of the assets and certain liabilities of our secure network
  services business.  The purchase price was approximately $12.5 million, subject
  to adjustments described in the asset purchase agreement based on the net assets
  of the business on the date of closing.  The asset purchase agreement provides
  that $3.0 million of the purchase price will be held in escrow.  Of this amount,
  $625,000 will be held as security for the payment of our indemnification
  obligations pursuant to the asset purchase agreement, if any, and will be
  released to us eighteen (18) months following the date of the asset purchase
  agreement unless a certain key government contract, referred to as the Key
  Contract, is not assigned (referred to as a novation) as of such time.  A
  portion of the escrow amount equal to $2,000,000 (which includes the portion
  referenced above for indemnification obligations), plus any interest or other
  income earned thereon, will also serve as security for a payment obligation we
  have to INDUS Corporation if the novation of the Key Contract from us to INDUS
  Corporation is not approved by such government customer and received within two
  years from the date of the asset purchase agreement.  If such novation of the
  Key Contract is not received by the second anniversary of the date of the asset
  purchase agreement or if such novation is affirmatively rejected prior to such
  time under circumstances not giving rise to the rescission right referenced
  below, we will be obligated to pay to INDUS Corporation an amount equal
  $2,000,000 with the entire amount then held in escrow being released to INDUS
  Corporation as full or partial payment of such obligation, as the case may be.
  We will be obligated to pay directly to INDUS Corporation the amount, if any, by
  which the balance of escrow funds at the time of disbursement is less than
  $2,000,000.  Finally, a portion of the escrow amount equal to $1,000,000 serves
  as security for a payment obligation we have to INDUS Corporation in connection
  with a failure to obtain certain consents related to the transaction.  In
  addition, INDUS Corporation has certain rescission rights.  First, if the
  government customer to the Key Contract rejects the novation of such Key
  Contract on or before the six month anniversary of the date of the asset
  purchase agreement and the government customer takes action to preclude us from
  providing INDUS Corporation with the economic benefit of such Key Contract
  (whether by subcontract or otherwise), INDUS Corporation may rescind the entire
  sale transaction in lieu of being paid the $2,000,000 amount referenced above.
  Second, if we are unable to provide INDUS Corporation with evidence of the
  government's approval of the assignment to INDUS Corporation to a material
  contract (other than the Key Contract) on or before a date roughly six months
  from the date of closing, INDUS Corporation may rescind the transaction.  The
  asset purchase agreement contains representations, warranties, covenants and
  related indemnification provisions, in each case that are customary in
  connection with a transaction of this type; however, certain of the
  representations and warranties require updating to a date which is the earlier
  of the contract novation or thirty months from the closing.  In addition,
  survival periods applicable to such updated warranties may be extended together
  with related indemnification periods.  The secure network services business
  comprised approximately $13.5 million, or 22%, and $9.5 million, or 19%, of our
  revenues for the fiscal years ended 2005 and 2004 and represented 7% of our
  assets at March 31, 2005.
       In connection with the asset purchase agreement, we also transferred to
  INDUS Corporation all of our right, title and interest in and to our Federal
  Supply Service Information Technology (Schedule 70) Contract (the "Contract")
  with the federal government and a Blanket Purchase Agreement ("BPA") that we
  entered into with one federal agency pursuant to the Contract.  Since we have a
  need to utilize the Contract and BPA in connection with businesses that we have
  retained, we entered into a transition services agreement with INDUS Corporation
  with respect to the Contract and BPA in order to continue performing existing,
  and to receive new, task/delivery orders from federal government agencies
  awarded under the Contract and BPA until such time as we are awarded a new
  Federal Supply Service Information Technology Contract.
  
  ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
  
       Halifax completed the sale of assets described above on June 30, 2005.  The
  information contained in Item 1.01 above is hereby incorporated by reference
  into this Item 2.01.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial Statements of Businesses Acquired
  
            None.
  
       (b)  Pro-forma Financial Information
  
            Any required pro forma financial information will be filed as an
            amendment to this Form 8-K within four (4) business days after the
            date of the earliest event reported on this Form 8-K.
  
  
  
  
       (c)  Exhibits
  
  The following exhibit is filed herewith
  
       Exhibit
       Number    Description
  
  
       99.1           Press Release dated July 1, 2005.
  
  
  <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:  July 1, 2005                By:  /s/Joseph Sciacca
                                          Joseph Sciacca
                                          Vice President, Finance & CFO
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                                    EXHIBIT INDEX
  
  
  
  
       Exhibit No.              Description
  
                 99.1           Press Release July 1, 2005.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "ju1f8ke.txt", "secsgml_size_bytes": 10385}]
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": "05930329"}, "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): July 1, 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, 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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On June 30, 2005, we simultaneously entered into and closed on an asset
  purchase agreement with INDUS Corporation pursuant to which we sold
  substantially all of the assets and certain liabilities of our secure network
  services business.  The purchase price was approximately $12.5 million, subject
  to adjustments described in the asset purchase agreement based on the net assets
  of the business on the date of closing.  The asset purchase agreement provides
  that $3.0 million of the purchase price will be held in escrow.  Of this amount,
  $625,000 will be held as security for the payment of our indemnification
  obligations pursuant to the asset purchase agreement, if any, and will be
  released to us eighteen (18) months following the date of the asset purchase
  agreement unless a certain key government contract, referred to as the Key
  Contract, is not assigned (referred to as a novation) as of such time.  A
  portion of the escrow amount equal to $2,000,000 (which includes the portion
  referenced above for indemnification obligations), plus any interest or other
  income earned thereon, will also serve as security for a payment obligation we
  have to INDUS Corporation if the novation of the Key Contract from us to INDUS
  Corporation is not approved by such government customer and received within two
  years from the date of the asset purchase agreement.  If such novation of the
  Key Contract is not received by the second anniversary of the date of the asset
  purchase agreement or if such novation is affirmatively rejected prior to such
  time under circumstances not giving rise to the rescission right referenced
  below, we will be obligated to pay to INDUS Corporation an amount equal
  $2,000,000 with the entire amount then held in escrow being released to INDUS
  Corporation as full or partial payment of such obligation, as the case may be.
  We will be obligated to pay directly to INDUS Corporation the amount, if any, by
  which the balance of escrow funds at the time of disbursement is less than
  $2,000,000.  Finally, a portion of the escrow amount equal to $1,000,000 serves
  as security for a payment obligation we have to INDUS Corporation in connection
  with a failure to obtain certain consents related to the transaction.  In
  addition, INDUS Corporation has certain rescission rights.  First, if the
  government customer to the Key Contract rejects the novation of such Key
  Contract on or before the six month anniversary of the date of the asset
  purchase agreement and the government customer takes action to preclude us from
  providing INDUS Corporation with the economic benefit of such Key Contract
  (whether by subcontract or otherwise), INDUS Corporation may rescind the entire
  sale transaction in lieu of being paid the $2,000,000 amount referenced above.
  Second, if we are unable to provide INDUS Corporation with evidence of the
  government's approval of the assignment to INDUS Corporation to a material
  contract (other than the Key Contract) on or before a date roughly six months
  from the date of closing, INDUS Corporation may rescind the transaction.  The
  asset purchase agreement contains representations, warranties, covenants and
  related indemnification provisions, in each case that are customary in
  connection with a transaction of this type; however, certain of the
  representations and warranties require updating to a date which is the earlier
  of the contract novation or thirty months from the closing.  In addition,
  survival periods applicable to such updated warranties may be extended together
  with related indemnification periods.  The secure network services business
  comprised approximately $13.5 million, or 22%, and $9.5 million, or 19%, of our
  revenues for the fiscal years ended 2005 and 2004 and represented 7% of our
  assets at March 31, 2005.
       In connection with the asset purchase agreement, we also transferred to
  INDUS Corporation all of our right, title and interest in and to our Federal
  Supply Service Information Technology (Schedule 70) Contract (the "Contract")
  with the federal government and a Blanket Purchase Agreement ("BPA") that we
  entered into with one federal agency pursuant to the Contract.  Since we have a
  need to utilize the Contract and BPA in connection with businesses that we have
  retained, we entered into a transition services agreement with INDUS Corporation
  with respect to the Contract and BPA in order to continue performing existing,
  and to receive new, task/delivery orders from federal government agencies
  awarded under the Contract and BPA until such time as we are awarded a new
  Federal Supply Service Information Technology Contract.
  
  ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
  
       Halifax completed the sale of assets described above on June 30, 2005.  The
  information contained in Item 1.01 above is hereby incorporated by reference
  into this Item 2.01.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial Statements of Businesses Acquired
  
            None.
  
       (b)  Pro-forma Financial Information
  
            Any required pro forma financial information will be filed as an
            amendment to this Form 8-K within four (4) business days after the
            date of the earliest event reported on this Form 8-K.
  
       (c)  Exhibits
  
  The following exhibit is filed herewith
  
       Exhibit
       Number    Description
  
       99.1           Press Release dated July 1, 2005.
  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:  July 1, 2005                By:  /s/Joseph Sciacca
                                          Joseph Sciacca
                                          Vice President, Finance & CFO
  EXHIBIT INDEX
  
       Exhibit No.              Description
  
                 99.1           Press Release July 1, 2005.