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): September 30, 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) 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>
  
  FOREWARD-LOOKING STATEMENTS
  
       Certain statements in this document 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 circumstances
  over many of which we have little or no control.  Forward-looking
  statements may be identified by words including "anticipate,"
  "believe," "estimate," "expect" and similar expressions.  Halifax
  Corporation, a Virginia corporation ("Halifax" or the "Company"),
  cautions 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 the Company's revenues, risks related to
  fluctuation in interest rates and exchange rates, risks involved in
  contracting with its customers including incurrence of start-up costs
  prior to receiving revenues and contracts with fixed price provisions,
  government contracting risks, potential conflicts of interest,
  difficulties in attracting and retaining management, professional and
  administrative staff, fluctuation in quarterly results, risks related
  to acquisitions, including the acquisition of AlphaNational Technology
  Services, Inc., risks related to the Company's acquisition strategy,
  continued favorable banking relationships, the availability of capital
  to finance operations and planned growth and make payments on
  outstanding indebtedness, ramifications of the embezzlement matter,
  risks related to competition and the Company's ability to continue to
  perform efficiently on contracts, absence of dividends on common stock
  and liquidity of common stock, effects of provisions in the Company's
  charter documents delaying or preventing a change of control and other
  risks and factors identified from time to time in the Company's 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 September 30, 2004, Halifax Corporation and its wholly-owned
  subsidiary, Halifax-AlphaNational Acquisition, Inc., a Delaware
  corporation, entered into a definitive agreement with AlphaNational
  Technology Services, Inc., a Texas corporation ("AlphaNational") and
  nationwide hardware maintenance services company, and its stockholders
  (the "Merger Agreement"), pursuant to which Halifax acquired all of the
  outstanding capital stock of AlphaNational in a merger transaction, for
  total consideration of approximately $1.9 million excluding the
  contingent earnout payment described below.  Pursuant to the Merger
  Agreement, the merger consideration was comprised of:
  
       (i) 235,294 shares of Halifax's common stock having an aggregate
  value of $1,200,000; cash in an amount equal to $200,000; and notes in
  an aggregate original principal amount of $500,000 with an interest
  rate of 6% per annum of which $100,000 of the aggregate principal
  amount has a term of 90 days and $400,000 has a term of 18 months, and
  
       (ii) a contingent earnout payment pursuant to which an additional
  $150,000 in cash or Halifax common stock is payable over the next 12
  months if certain agreed upon financial targets are met.
  
  The purchase price is also subject to possible adjustment resulting
  from AlphaNational financial information to become available 45 days
  after closing.  Halifax expects to pay the principal and interest on
  the notes with internally generated funds.  The Merger Agreement
  included representations, warranties, covenants and indemnifications
  typical for transactions of this type.
  
       In connection with the merger transactions, the AlphaNational
  stockholders also received certain demand and piggyback registration
  rights pursuant to a registration rights agreement and pursuant to a
  restrictive covenants agreement, the AlphaNational stockholders agreed,
  among other things, to keep proprietary information confidential and
  not to compete with Halifax within a certain territory or solicit or
  divert employees, consultants and customers from Halifax.
  
       Halifax and AlphaNational have conducted business transactions
  together in the ordinary course since April 2002.  All terms of these
  transactions were negotiated at arms-length.
  
       On September 30, 2004 in connection with the acquisition of
  AlphaNational, L.L. Whiteside became Senior Vice President, Service and
  Support of Halifax and Mr. Whiteside entered into an Employee Severance
  and Restrictive Covenant Agreement.   The information contained in Item
  5.02 below is hereby incorporated by reference into this item 1.01.
  
  ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
  
       Halifax completed the acquisition of AlphaNational described above
  on September 30, 2004.  The information contained in Item 1.01 above is
  hereby incorporated by reference into this Item 2.01.
  
  ITEM 3.02  SALE OF UNREGISTERED SECURITIES
  
       In connection with the acquisition of AlphaNational described
  above, Halifax issued 235,294 shares of its common stock on September
  30, 2004.  Halifax also agreed to issue $150,000 in shares of common
  stock pursuant to the earnout arrangement described above, provided
  Halifax common stock is selected as the method of payment, as opposed
  to cash.  These securities were issued in a private placement exempt
  from registration pursuant to Rule 506 of Regulation D of the rules and
  regulations of the Securities and Exchange Commission promulgated under
  the Securities Act of 1933, as amended, to accredited investors.  The
  private placement was completed without any general or public
  solicitation.  The information contained in Item 1.01 above is hereby
  incorporated by reference into this Item 3.02.
  
  ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
  
       On September 30, 2004 in connection with the acquisition of
  AlphaNational described above, L.L. Whiteside became Senior Vice
  President Service & Support of Halifax.  On such date Halifax entered
  into an Employee Severance and Restrictive Covenant Agreement
  ("Severance Agreement") with Mr. Whiteside. The Severance Agreement
  provides for benefits under certain circumstances described below and
  remains in effect so long as Mr. Whiteside continues to be employed by
  the Company.  The Severance Agreement provides for an annual base
  salary of $193,000.  It confirms that employment is at will and
  provides for termination without additional compensation in the event
  of death, disability, resignation by Mr. Whiteside without "good
  reason," as defined in the Severance Agreement, or termination by
  Halifax "for cause," as defined in the Severance Agreement.
  Termination for any other reason results in compensation equal to
  twelve months salary if such termination occurs within three years of
  the date the Severance Agreement was entered into.
  <PAGE>
  
       In connection with the AlphaNational acquisition, Mr. Whiteside
  received, as consideration in exchange for all of his shares of
  AlphaNational, 108,597 shares of Halifax common stock, $92,307.69 in
  cash and a note in the principal amount of $230,769.23, subject to
  adjustment as described above in Item 1.01 above, with an interest rate
  of 6% per annum.  Mr. Whiteside has the opportunity to receive
  additional consideration if the contingent earnout payment requirements
  are met.  The information contained in Item 1.01 above is hereby
  incorporated by reference into this Item 5.02.
  
       Mr. Whiteside, 64, served as Chief Executive Officer of
  AlphaNational from 1992 until September 2004.  Halifax and
  AlphaNational, of which Mr. Whiteside was Chief Executive Officer and a
  greater than 10% stockholder, have conducted business transactions
  together in the ordinary course since April 2002.  All terms of these
  transactions were negotiated at arms-length.  Mr. Whiteside is not
  related to any of the officers or directors of Halifax.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial Statements of Businesses Acquired
  
            Required financial statements will be filed as an amendment
            to this Form 8-K as soon as practicable, but not later than
            71 calendar days after the date this Form 8-K is required to
            be filed with the Securities and Exchange Commission.
  
       (b)  Pro-forma Financial Information
  
            Required pro forma financial statements will be filed as an
            amendment to this Form 8-K as soon as practicable, but not
            later than 71 calendar days after the date this Form 8-K is
            required to be filed with the Securities and Exchange
            Commission.
  
       (c)  Exhibits
  
            The following exhibit is filed herewith:
  
       Exhibit
       Number    Description
  
                 2.1        Agreement and Plan of Merger dated  September
                 30, 2004 by and among AlphaNational Technology Services,
                 Inc.,    Halifax    Corporation,   Halifax-AlphaNational
                 Acquisition,  Inc., et al. (Schedules and  exhibits  are
                 omitted  pursuant  to  Regulation S-K,  Item  601(b)(2);
                 Halifax agrees to furnish supplementally a copy of  such
                 schedules and/or exhibits to the Securities and Exchange
                 Commission upon request.)
  
       99.1      Press Release dated October 4, 2004.
  
  
  
  <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:  October 6, 2004             By:  /s/Joseph Sciacca
                                          Joseph Sciacca
                                          Vice President, Finance & CFO
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                               EXHIBIT INDEX
  
  
  
  
       Exhibit No.                        Description
  
                 2.1        Agreement and Plan of Merger dated  September
                 30, 2004 by and among AlphaNational Technology Services,
                 Inc.,    Halifax    Corporation,   Halifax-AlphaNational
                 Acquisition,  Inc., et al. (Schedules and  exhibits  are
                 omitted  pursuant  to  Regulation S-K,  Item  601(b)(2);
                 Halifax agrees to furnish supplementally a copy of  such
                 schedules and/or exhibits to the Securities and Exchange
                 Commission upon request.)
  
       99.1      Press Release dated October 4, 2004.
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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": "041067481"}, "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): September 30, 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) 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))
  FOREWARD-LOOKING STATEMENTS
  
       Certain statements in this document 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 circumstances
  over many of which we have little or no control.  Forward-looking
  statements may be identified by words including "anticipate,"
  "believe," "estimate," "expect" and similar expressions.  Halifax
  Corporation, a Virginia corporation ("Halifax" or the "Company"),
  cautions 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 the Company's revenues, risks related to
  fluctuation in interest rates and exchange rates, risks involved in
  contracting with its customers including incurrence of start-up costs
  prior to receiving revenues and contracts with fixed price provisions,
  government contracting risks, potential conflicts of interest,
  difficulties in attracting and retaining management, professional and
  administrative staff, fluctuation in quarterly results, risks related
  to acquisitions, including the acquisition of AlphaNational Technology
  Services, Inc., risks related to the Company's acquisition strategy,
  continued favorable banking relationships, the availability of capital
  to finance operations and planned growth and make payments on
  outstanding indebtedness, ramifications of the embezzlement matter,
  risks related to competition and the Company's ability to continue to
  perform efficiently on contracts, absence of dividends on common stock
  and liquidity of common stock, effects of provisions in the Company's
  charter documents delaying or preventing a change of control and other
  risks and factors identified from time to time in the Company's 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 September 30, 2004, Halifax Corporation and its wholly-owned
  subsidiary, Halifax-AlphaNational Acquisition, Inc., a Delaware
  corporation, entered into a definitive agreement with AlphaNational
  Technology Services, Inc., a Texas corporation ("AlphaNational") and
  nationwide hardware maintenance services company, and its stockholders
  (the "Merger Agreement"), pursuant to which Halifax acquired all of the
  outstanding capital stock of AlphaNational in a merger transaction, for
  total consideration of approximately $1.9 million excluding the
  contingent earnout payment described below.  Pursuant to the Merger
  Agreement, the merger consideration was comprised of:
  
       (i) 235,294 shares of Halifax's common stock having an aggregate
  value of $1,200,000; cash in an amount equal to $200,000; and notes in
  an aggregate original principal amount of $500,000 with an interest
  rate of 6% per annum of which $100,000 of the aggregate principal
  amount has a term of 90 days and $400,000 has a term of 18 months, and
  
       (ii) a contingent earnout payment pursuant to which an additional
  $150,000 in cash or Halifax common stock is payable over the next 12
  months if certain agreed upon financial targets are met.
  
  The purchase price is also subject to possible adjustment resulting
  from AlphaNational financial information to become available 45 days
  after closing.  Halifax expects to pay the principal and interest on
  the notes with internally generated funds.  The Merger Agreement
  included representations, warranties, covenants and indemnifications
  typical for transactions of this type.
  
       In connection with the merger transactions, the AlphaNational
  stockholders also received certain demand and piggyback registration
  rights pursuant to a registration rights agreement and pursuant to a
  restrictive covenants agreement, the AlphaNational stockholders agreed,
  among other things, to keep proprietary information confidential and
  not to compete with Halifax within a certain territory or solicit or
  divert employees, consultants and customers from Halifax.
  
       Halifax and AlphaNational have conducted business transactions
  together in the ordinary course since April 2002.  All terms of these
  transactions were negotiated at arms-length.
  
       On September 30, 2004 in connection with the acquisition of
  AlphaNational, L.L. Whiteside became Senior Vice President, Service and
  Support of Halifax and Mr. Whiteside entered into an Employee Severance
  and Restrictive Covenant Agreement.   The information contained in Item
  5.02 below is hereby incorporated by reference into this item 1.01.
  
  ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
  
       Halifax completed the acquisition of AlphaNational described above
  on September 30, 2004.  The information contained in Item 1.01 above is
  hereby incorporated by reference into this Item 2.01.
  
  ITEM 3.02  SALE OF UNREGISTERED SECURITIES
  
       In connection with the acquisition of AlphaNational described
  above, Halifax issued 235,294 shares of its common stock on September
  30, 2004.  Halifax also agreed to issue $150,000 in shares of common
  stock pursuant to the earnout arrangement described above, provided
  Halifax common stock is selected as the method of payment, as opposed
  to cash.  These securities were issued in a private placement exempt
  from registration pursuant to Rule 506 of Regulation D of the rules and
  regulations of the Securities and Exchange Commission promulgated under
  the Securities Act of 1933, as amended, to accredited investors.  The
  private placement was completed without any general or public
  solicitation.  The information contained in Item 1.01 above is hereby
  incorporated by reference into this Item 3.02.
  
  ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
  
       On September 30, 2004 in connection with the acquisition of
  AlphaNational described above, L.L. Whiteside became Senior Vice
  President Service & Support of Halifax.  On such date Halifax entered
  into an Employee Severance and Restrictive Covenant Agreement
  ("Severance Agreement") with Mr. Whiteside. The Severance Agreement
  provides for benefits under certain circumstances described below and
  remains in effect so long as Mr. Whiteside continues to be employed by
  the Company.  The Severance Agreement provides for an annual base
  salary of $193,000.  It confirms that employment is at will and
  provides for termination without additional compensation in the event
  of death, disability, resignation by Mr. Whiteside without "good
  reason," as defined in the Severance Agreement, or termination by
  Halifax "for cause," as defined in the Severance Agreement.
  Termination for any other reason results in compensation equal to
  twelve months salary if such termination occurs within three years of
  the date the Severance Agreement was entered into.
  In connection with the AlphaNational acquisition, Mr. Whiteside
  received, as consideration in exchange for all of his shares of
  AlphaNational, 108,597 shares of Halifax common stock, $92,307.69 in
  cash and a note in the principal amount of $230,769.23, subject to
  adjustment as described above in Item 1.01 above, with an interest rate
  of 6% per annum.  Mr. Whiteside has the opportunity to receive
  additional consideration if the contingent earnout payment requirements
  are met.  The information contained in Item 1.01 above is hereby
  incorporated by reference into this Item 5.02.
  
       Mr. Whiteside, 64, served as Chief Executive Officer of
  AlphaNational from 1992 until September 2004.  Halifax and
  AlphaNational, of which Mr. Whiteside was Chief Executive Officer and a
  greater than 10% stockholder, have conducted business transactions
  together in the ordinary course since April 2002.  All terms of these
  transactions were negotiated at arms-length.  Mr. Whiteside is not
  related to any of the officers or directors of Halifax.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial Statements of Businesses Acquired
  
            Required financial statements will be filed as an amendment
            to this Form 8-K as soon as practicable, but not later than
            71 calendar days after the date this Form 8-K is required to
            be filed with the Securities and Exchange Commission.
  
       (b)  Pro-forma Financial Information
  
            Required pro forma financial statements will be filed as an
            amendment to this Form 8-K as soon as practicable, but not
            later than 71 calendar days after the date this Form 8-K is
            required to be filed with the Securities and Exchange
            Commission.
  
       (c)  Exhibits
  
            The following exhibit is filed herewith:
  
       Exhibit
       Number    Description
  
                 2.1        Agreement and Plan of Merger dated  September
                 30, 2004 by and among AlphaNational Technology Services,
                 Inc.,    Halifax    Corporation,   Halifax-AlphaNational
                 Acquisition,  Inc., et al. (Schedules and  exhibits  are
                 omitted  pursuant  to  Regulation S-K,  Item  601(b)(2);
                 Halifax agrees to furnish supplementally a copy of  such
                 schedules and/or exhibits to the Securities and Exchange
                 Commission upon request.)
  
       99.1      Press Release dated October 4, 2004.
  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:  October 6, 2004             By:  /s/Joseph Sciacca
                                          Joseph Sciacca
                                          Vice President, Finance & CFO
  EXHIBIT INDEX
  
       Exhibit No.                        Description
  
                 2.1        Agreement and Plan of Merger dated  September
                 30, 2004 by and among AlphaNational Technology Services,
                 Inc.,    Halifax    Corporation,   Halifax-AlphaNational
                 Acquisition,  Inc., et al. (Schedules and  exhibits  are
                 omitted  pursuant  to  Regulation S-K,  Item  601(b)(2);
                 Halifax agrees to furnish supplementally a copy of  such
                 schedules and/or exhibits to the Securities and Exchange
                 Commission upon request.)
  
       99.1      Press Release dated October 4, 2004.