content: <PAGE>
  
  
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
  
                          Washington, D.C.  20549
  
  
                                 FORM 8-K
  
                              CURRENT REPORT
  
  Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):  October 19, 1999
  
  
  
                                        HALIFAX CORPORATION
            (Exact name of registrant as specified in charter)
  
  
  
  
      Virginia                  2-84160-W               54-0829246
  (State or other jurisdiction  (Commission       (IRS Employer
   of incorporation)             File Number)     Identification No.)
  
  
  
  5250 Cherokee Avenue,  Alexandria, Virginia    22312
            (Address of principal executive offices)     (Zip Code)
  
  
  
  
  Registrant's telephone number, including area code:     (703) 750-2202
  
  
  
                            Not Applicable
     (Former name or former address, if changed since last report)
  
  
       <PAGE>
  
  
  
  Item 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       This Form 8-K is being filed to report the resignation of the
       Company's former independent accountants and the engagement of new
       independent accountants
  
  (a)(1)    Ernst & Young LLP (the "Former Accountants") resigned as the
       independent accountants for Halifax Corporation (the "Company") on
       October 19, 1999.
  
       No report prepared by the Former Accountants on the consolidated
       financial position of Halifax Corporation at March 31, 1999 and
       1998, and the consolidated results of operations and its cash
       flows of each of the three years in the period ended March 31,
       1999, contained an adverse opinion or disclaimer of opinion, or
       was qualified or modified as to uncertainty, audit scope, or
       accounting principles.
  
       In connection with the audit conducted by the Former Accountants
       for the fiscal year ended March 31, 1999, which was concluded on
       September 7,1999, and which included the consolidated balance
       sheets of Halifax Corporation as of March 31, 1999 and 1998, and
       the related consolidated statements of operations, changes in
       stockholder's equity (deficit) and cash flows for each of the
       three years in the period ended March 31, 1999, there were no
       disagreements between the Company and Ernst & Young on any matter
       of accounting principles or practices, financial statement
       disclosure, or auditing scope or procedure, which disagreements,
       if not resolved to the satisfaction of Ernst & Young, would have
       caused them to make reference thereto in their report on the
       financial statements for those years.
  
       The fiscal year 1999 audit was completed on September 7, 1999 with
       the issuance, by Ernst & Young, of a clean opinion as presented in
       the Company's Form 10-K which was filed with the SEC on September
       9, 1999.
  
       On October 5, 1999 the Company received a letter, dated September
       7, 1999, from Ernst & Young addressed to the Audit Committee.  The
       letter indicated that Ernst & Young had noted "matters of internal
       control and its operation" that they considered to be "material
       weaknesses".  The letter also indicated that,
  
            "these conditions were considered in determining the nature,
            timing, and extent of the procedures performed in our audit
            of Halifax Corporation's consolidated financial statements,
            and that this report does not affect our audit report dated
            September 7, 1999 on those financial statements".
  
       On August 25, 1999, Ernst & Young delivered a presentation to the
       Halifax Audit Committee.  The presentation was designed to present
       the audit process and related conclusions in some detail.  No
       reference was made during the conduct of this presentation to any
       material weaknesses at Halifax.
  
  
       The September 7th letter which was received on October 5th
       described the Company's operations as consisting of the operations
       of the parent company and a wholly owned subsidiary, Halifax
       Technology Services Company ("HTSC").  It further indicated that,
  
            "HTSC operated in a decentralized environment and utilized a
            separate accounting function from the Corporate office.  As a
            result, many transactions affecting HTSC were not under the
            control of Halifax Corporation's Chief Financial Officer.  To
            maintain strong internal controls in a decentralized
            operating environment such as Halifax Corporation, corporate
            oversight of the subsidiary's operations and financial
            reporting are essential.  As indicated in our 1998 Report to
            the Audit Committee, the Company's operating style did not
            provide for an optimal level of financial reporting oversight
            of HTSC by the corporate office.  This lack of Corporate
            oversight in the decentralized environment proved to be a
            material weakness in the internal control structure as
            evidenced by the embezzlement and restatement of the 1998 and
            1997 financial statements."
  
       The letter went on to say,
  
            "In 1998, we recommended the Company's organizational
            structure be changed to bring the accounting function at HTSC
            under the direct control of the corporate office and
            consolidate the accounting functions into one location."
  
       The June 5, 1998, Letter on Internal Control delivered to the
       Company by Ernst & Young, after describing the decentralized
       operating environment referenced above, stated,
  
            "While the Chief Financial Officer does have interaction with
            HTSC's accounting staff on a periodic basis, he does not have
            direct control over this group.  This separate structure
            facilitates a lack of consistency of accounting policies and
            practices and does not provide for an optimal level of
            financial reporting oversight of the subsidiary by Company
            financial management."
  
       The letter went on to say,
  
            "We recommend that the Company's organizational structure be
            changed to bring the accounting function at HTSC under the
            direct control of the Company's chief financial officer.  In
            addition, we recommend that the Company consider
            consolidating many of the accounting functions into one
            location to reduce costs and increase consistency related to
            the financial operations on a consolidated basis."
  
       The opening paragraph of this same 1998 letter stated,
  
            "we noted no matter involving internal control and its
            operation that we consider to be material weaknesses..."
  
       The identical quote was included in Ernst & Young's 1997 Report to
       the Audit Committee.
  
       In a response to the Halifax Audit Committee, dated August 7,
       1998, the Company adopted Ernst & Young's first recommendation
       indicating that,
  
            "The authority over the HTSC accounting department has been
            assigned to the Company's CFO."  However, in response to the
            second recommendation the Company stated, "The department
            will remain in Richmond since it currently operates a
            different accounting system.than employed at HQ.  The Company
            has a variety of accounting and management requirements .....
            which are not currently available from any one system.  We
            expect to operate on these two systems for the foreseeable
            future although we will make all adjustments to integrate the
            systems, accounting personnel and locations that are
            effective and cost conscious."
  
       Immediately upon the discovery of the embezzlement event, the
       Company consolidated all check writing, cash and cash management
       functions under Halifax Corporate.  On July 19, 1999, the Company
       hired a new executive vice president to consolidate all of the
       Company's administrative and accounting functions.  That
       individual was named to the additional post of Chief Financial
       Officer on September 9, 1999.
  
  
  (a)(2)    Effective October 26, 1999, the Board of Directors appointed
       the accounting firm  of Deloitte & Touche LLP as independent
       public accountants for the Company based on the recommendation of
       the Audit Committee, to replace Ernst & Young. The Company, during
       the two most recent fiscal years and the subsequent interim period
       prior to the engagement of Deloitte & Touche LLP did not consult
       with Deloitte & Touche LLP with regard to any of the matters
       listed in Regulation S-K Items 304 (a) (i) or (ii).
  
  
       <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 thereunto duly authorized.
  
  
  
  
  
                                              HALIFAX CORPORATION
                                                   (Registrant)
  
  
  
  
  
  
  
       Date:                              October  26,  1999     By:
       s/John J. Reis
                                               John J. Reis
                                               President
  
  
  
  
  
  
       Date: October  26, 1999           By: s/Charles L. McNew
                                               Charles L. McNew
                                               Executive V.P. & CFO
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         For a menu of Halifax
            Corporation  news  releases available  by  fax  24
            hours  (no  charge)  or  to  retrieve  a  specific
            release, please call 1-800-758-5804, ext.  391950,
            or access the address http://www.prnewswire.com on
            the Internet.
  
  <PAGE>
                             Ernst & Young LLP
                       1225 Connecticut Avenue, N.W.
                          Washington, D.C.  20036
                           Phone (202) 327-6000
  
  
  October 22, 1999
  
  Mr. John J. Reis
  President & CEO
  Halifax Corporation
  5250 Cherokee Avenue
  Alexandria, VA  22312
  
  Dear Mr. Reis:
  
  This is to confirm that the client-auditor relationship between HALIFAX
  CORPORATION (Commission File Number 0-12712) and Ernst & Young LLP has
  ceased.
  
                                     Very truly yours,
  
  
                                     /s/ Ernst & Young LLP
  
  Copy to  Office of the Chief Accountant
           SECPS Letter File
           Securities and Exchange Commission
           Mail Stop 11-3
           450 fifth Street, N.W.
           Washington, D.C. 20549
  
  
    Ernst & Young LLP is a member of Ernst & Young International, Ltd.
  
  
  <PAGE>
  
                             Ernst & Young LLP
                       1225 Connecticut Avenue, N.W.
                          Washington, D.C.  20036
                           Phone (202) 327-6000
  
  
  
  October 26, 1999
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  Gentlemen:
  
  We have read Item 4 of Form 8-K dated October 26, 1999, of Halifax
  Corporation and are in agreement with the statements contained in the
  first, second, third, fourth, fifth, seventh and eighth paragraphs
  therein. We make no comment with respect to the other statements of the
  registrant contained therein.
  
  
                                     Very truly yours,
  
  
                                     /s/ Ernst & Young LLP
  
  
  
    Ernst & Young LLP is a member of Ernst & Young International, Ltd.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11639}]
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": "99734254"}, "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 and 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  October 19, 1999
  
                                        HALIFAX CORPORATION
            (Exact name of registrant as specified in charter)
  
      Virginia                  2-84160-W               54-0829246
  (State or other jurisdiction  (Commission       (IRS Employer
   of incorporation)             File Number)     Identification No.)
  
  5250 Cherokee Avenue,  Alexandria, Virginia    22312
            (Address of principal executive offices)     (Zip Code)
  
  Registrant's telephone number, including area code:     (703) 750-2202
  
                            Not Applicable
     (Former name or former address, if changed since last report)
  Item 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       This Form 8-K is being filed to report the resignation of the
       Company's former independent accountants and the engagement of new
       independent accountants
  
  (a)(1)    Ernst & Young LLP (the "Former Accountants") resigned as the
       independent accountants for Halifax Corporation (the "Company") on
       October 19, 1999.
  
       No report prepared by the Former Accountants on the consolidated
       financial position of Halifax Corporation at March 31, 1999 and
       1998, and the consolidated results of operations and its cash
       flows of each of the three years in the period ended March 31,
       1999, contained an adverse opinion or disclaimer of opinion, or
       was qualified or modified as to uncertainty, audit scope, or
       accounting principles.
  
       In connection with the audit conducted by the Former Accountants
       for the fiscal year ended March 31, 1999, which was concluded on
       September 7,1999, and which included the consolidated balance
       sheets of Halifax Corporation as of March 31, 1999 and 1998, and
       the related consolidated statements of operations, changes in
       stockholder's equity (deficit) and cash flows for each of the
       three years in the period ended March 31, 1999, there were no
       disagreements between the Company and Ernst & Young on any matter
       of accounting principles or practices, financial statement
       disclosure, or auditing scope or procedure, which disagreements,
       if not resolved to the satisfaction of Ernst & Young, would have
       caused them to make reference thereto in their report on the
       financial statements for those years.
  
       The fiscal year 1999 audit was completed on September 7, 1999 with
       the issuance, by Ernst & Young, of a clean opinion as presented in
       the Company's Form 10-K which was filed with the SEC on September
       9, 1999.
  
       On October 5, 1999 the Company received a letter, dated September
       7, 1999, from Ernst & Young addressed to the Audit Committee.  The
       letter indicated that Ernst & Young had noted "matters of internal
       control and its operation" that they considered to be "material
       weaknesses".  The letter also indicated that,
  
            "these conditions were considered in determining the nature,
            timing, and extent of the procedures performed in our audit
            of Halifax Corporation's consolidated financial statements,
            and that this report does not affect our audit report dated
            September 7, 1999 on those financial statements".
  
       On August 25, 1999, Ernst & Young delivered a presentation to the
       Halifax Audit Committee.  The presentation was designed to present
       the audit process and related conclusions in some detail.  No
       reference was made during the conduct of this presentation to any
       material weaknesses at Halifax.
  
       The September 7th letter which was received on October 5th
       described the Company's operations as consisting of the operations
       of the parent company and a wholly owned subsidiary, Halifax
       Technology Services Company ("HTSC").  It further indicated that,
  
            "HTSC operated in a decentralized environment and utilized a
            separate accounting function from the Corporate office.  As a
            result, many transactions affecting HTSC were not under the
            control of Halifax Corporation's Chief Financial Officer.  To
            maintain strong internal controls in a decentralized
            operating environment such as Halifax Corporation, corporate
            oversight of the subsidiary's operations and financial
            reporting are essential.  As indicated in our 1998 Report to
            the Audit Committee, the Company's operating style did not
            provide for an optimal level of financial reporting oversight
            of HTSC by the corporate office.  This lack of Corporate
            oversight in the decentralized environment proved to be a
            material weakness in the internal control structure as
            evidenced by the embezzlement and restatement of the 1998 and
            1997 financial statements."
  
       The letter went on to say,
  
            "In 1998, we recommended the Company's organizational
            structure be changed to bring the accounting function at HTSC
            under the direct control of the corporate office and
            consolidate the accounting functions into one location."
  
       The June 5, 1998, Letter on Internal Control delivered to the
       Company by Ernst & Young, after describing the decentralized
       operating environment referenced above, stated,
  
            "While the Chief Financial Officer does have interaction with
            HTSC's accounting staff on a periodic basis, he does not have
            direct control over this group.  This separate structure
            facilitates a lack of consistency of accounting policies and
            practices and does not provide for an optimal level of
            financial reporting oversight of the subsidiary by Company
            financial management."
  
       The letter went on to say,
  
            "We recommend that the Company's organizational structure be
            changed to bring the accounting function at HTSC under the
            direct control of the Company's chief financial officer.  In
            addition, we recommend that the Company consider
            consolidating many of the accounting functions into one
            location to reduce costs and increase consistency related to
            the financial operations on a consolidated basis."
  
       The opening paragraph of this same 1998 letter stated,
  
            "we noted no matter involving internal control and its
            operation that we consider to be material weaknesses..."
  
       The identical quote was included in Ernst & Young's 1997 Report to
       the Audit Committee.
  
       In a response to the Halifax Audit Committee, dated August 7,
       1998, the Company adopted Ernst & Young's first recommendation
       indicating that,
  
            "The authority over the HTSC accounting department has been
            assigned to the Company's CFO."  However, in response to the
            second recommendation the Company stated, "The department
            will remain in Richmond since it currently operates a
            different accounting system.than employed at HQ.  The Company
            has a variety of accounting and management requirements .....
            which are not currently available from any one system.  We
            expect to operate on these two systems for the foreseeable
            future although we will make all adjustments to integrate the
            systems, accounting personnel and locations that are
            effective and cost conscious."
  
       Immediately upon the discovery of the embezzlement event, the
       Company consolidated all check writing, cash and cash management
       functions under Halifax Corporate.  On July 19, 1999, the Company
       hired a new executive vice president to consolidate all of the
       Company's administrative and accounting functions.  That
       individual was named to the additional post of Chief Financial
       Officer on September 9, 1999.
  
  (a)(2)    Effective October 26, 1999, the Board of Directors appointed
       the accounting firm  of Deloitte & Touche LLP as independent
       public accountants for the Company based on the recommendation of
       the Audit Committee, to replace Ernst & Young. The Company, during
       the two most recent fiscal years and the subsequent interim period
       prior to the engagement of Deloitte & Touche LLP did not consult
       with Deloitte & Touche LLP with regard to any of the matters
       listed in Regulation S-K Items 304 (a) (i) or (ii).
  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 thereunto duly authorized.
  
                                              HALIFAX CORPORATION
                                                   (Registrant)
  
       Date:                              October  26,  1999     By:
       s/John J. Reis
                                               John J. Reis
                                               President
  
       Date: October  26, 1999           By: s/Charles L. McNew
                                               Charles L. McNew
                                               Executive V.P. & CFO
  
                                         For a menu of Halifax
            Corporation  news  releases available  by  fax  24
            hours  (no  charge)  or  to  retrieve  a  specific
            release, please call 1-800-758-5804, ext.  391950,
            or access the address http://www.prnewswire.com on
            the Internet.
  Ernst & Young LLP
                       1225 Connecticut Avenue, N.W.
                          Washington, D.C.  20036
                           Phone (202) 327-6000
  
  October 22, 1999
  
  Mr. John J. Reis
  President & CEO
  Halifax Corporation
  5250 Cherokee Avenue
  Alexandria, VA  22312
  
  Dear Mr. Reis:
  
  This is to confirm that the client-auditor relationship between HALIFAX
  CORPORATION (Commission File Number 0-12712) and Ernst & Young LLP has
  ceased.
  
                                     Very truly yours,
  
                                     /s/ Ernst & Young LLP
  
  Copy to  Office of the Chief Accountant
           SECPS Letter File
           Securities and Exchange Commission
           Mail Stop 11-3
           450 fifth Street, N.W.
           Washington, D.C. 20549
  
    Ernst & Young LLP is a member of Ernst & Young International, Ltd.
  Ernst & Young LLP
                       1225 Connecticut Avenue, N.W.
                          Washington, D.C.  20036
                           Phone (202) 327-6000
  
  October 26, 1999
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  Gentlemen:
  
  We have read Item 4 of Form 8-K dated October 26, 1999, of Halifax
  Corporation and are in agreement with the statements contained in the
  first, second, third, fourth, fifth, seventh and eighth paragraphs
  therein. We make no comment with respect to the other statements of the
  registrant contained therein.
  
                                     Very truly yours,
  
                                     /s/ Ernst & Young LLP
  
    Ernst & Young LLP is a member of Ernst & Young International, Ltd.