content: 9
  
  
                               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 9, 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
  
                           N/A
  Former name, former address, and former fiscal year, if changed since
  last report
  
  Check  the appropriate box below if the Form 8-K filing is intended  to
  simultaneously  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>
  
  
  ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On September 9, 2005, the Company's shareholders approved the 2005
  Stock Option and Stock Incentive Plan (the "Incentive Plan").  The
  Company's Board of Directors adopted the Incentive Plan on April 17,
  2005.  The purpose of the Incentive Plan is to promote the long-term
  interests of the Company and its shareholders by providing a means for
  attracting and retaining officers, directors and other key employees of
  and consultants to the Company and its affiliates by providing for
  awards in the form of Common Stock.
  
       Set forth below is a summary of the provisions of the Incentive
  Plan.  This summary is qualified in its entirety by the detailed
  provisions of the text of the actual Incentive Plan, which is included
  as Appendix A to the Company's definitive proxy statement on Schedule
  14A filed with the Securities and Exchange Commission on July 29, 2005.
  
       Eligibility
  
       All officers, directors and key employees of and important
  consultants to the Company and of or to any present or future Company
  parent or subsidiary corporation are eligible to receive an option or
  options or awards of restricted stock under the Incentive Plan.
  
       Awards Under the Incentive Plan
  
       Awards made pursuant to the Incentive Plan may be in the form of
  options or grants of shares of restricted stock.  ptions granted under
  the Incentive Plan may be Incentive Stock Options or Non-Qualified
  Stock Options.  An Incentive Stock Option is an option which satisfies
  all of the requirements of Section 422 of the Code and the regulations
  thereunder, and a Non-Qualified Stock Option is an option which either
  does not satisfy all of those requirements or the terms of the option
  provide that it will not be treated as an Incentive Stock Option.
  Unless the context otherwise requires, the term "option" includes both
  Incentive Stock Options and Non-Qualified Stock Options.  The
  Committee, as described below, may also grant awards entitling the
  participant to receive a stated number shares of Common Stock, which
  awards may be subject to restrictions or forfeiture for a period of
  time as stipulated by the Board of Directors or the Committee, as
  applicable.  The dollar value of awards of restricted stock granted
  under the Incentive Plan shall be based upon the fair market value of
  Common Stock on the date of grant.
  
       Administration
  
       The Incentive Plan shall be administered by the Board of Directors
  of the Company, or a Compensation and Employee Benefits Committee
  appointed by the Company's Board of Directors.  Pursuant to the terms
  of the Incentive Plan, the Compensation Committee must consist of a
  minimum of two and a maximum of five members of the Board of Directors,
  each of whom shall be a "Non-Employee Director" within the meaning of
  Exchange Act Rule 16b-3(b)(3) or any future corresponding rule, except
  that the failure of the Compensation Committee for any reason to be
  composed solely of Non-Employee Directors shall not prevent an option
  or restricted stock award from being considered granted under the
  Incentive Plan.  References to the term "Committee" refer to either the
  Company's Board of Directors or a Compensation and Employee Benefits
  Committee comprised of Non-Employee Directors.  Under the Incentive
  Plan, the Committee has the right to adopt such rules for the conduct
  of its business and the administration of the Incentive Plan as it
  considers desirable.  The Committee has the right to construe the
  Incentive Plan and the options or awards of restricted stock issued
  pursuant to it, to correct defects and omissions and to reconcile
  inconsistencies to the extent necessary to effectuate the purpose of
  the Incentive Plan and the options or awards of restricted stock issued
  pursuant to it.
  
       Common Stock Subject to the Incentive Plan
  
       Pursuant to the terms of the Incentive Plan, 260,000 shares of
  Common Stock were reserved for issuance upon the exercise of options or
  awards of restricted stock granted under the Incentive Plan.  Of the
  aggregate amount of shares of Common Stock issuable under the Incentive
  Plan, 60,000 shares are reserved for issuance exclusively to directors
  of the Company who are not also officers or employees of the Company
  (the "Outside Director Reserve") and the remaining 200,000 shares are
  reserved for issuance exclusively to officers and key employees of and
  important consultants to the Company (the "Employee Reserve").  Up to
  200,000 shares of Common Stock may be issued upon the exercise of
  Incentive Stock Options.
  
       Limitation on Maximum Number of Options Awarded
  
       The Incentive Plan provides that the maximum number of options or
  restricted stock which may be awarded to any single participant under
  the Incentive Plan shall be no more than is equal to 90% of the shares
  reserved for issuance from the Outside Director Reserve for awards to
  outside directors of the Company and shall be no more than is equal to
  90% of the shares reserved for issuance from the Employee Reserve for
  awards to officers and key employees of and important consultants to
  the Company.  The purpose of this limitation is to enable awards of
  options made pursuant to the Incentive Plan to comply with one of the
  conditions of Section 162(m) of the Code, which limits the annual
  deductibility of compensation paid to the Company's "named executive
  officers," as that term is defined in Item 402(a)(3) of Regulation S-K
  unless it is performance based.
  
       Exercise Price of Options/Payment of Exercise Price
  
       The exercise price for options issued under the Incentive Plan
  shall be at least equal to the fair market value of Common Stock on the
  date of grant of the option.  The exercise price of an option may be
  paid in cash or the delivery of already owned shares of Common Stock of
  the Company having a fair market value equal to the exercise price, or
  a combination thereof.
  
       The Board of Directors has interpreted the provision of the
  Incentive Plan that allows payment of the option price in Common Stock
  of the Company to permit the "pyramiding" of shares in successive
  exercises.  Thus, an optionee could initially exercise an option in
  part, acquiring a small number of shares of Common Stock, and
  immediately thereafter effect further exercises of the option, using
  the Common Stock acquired upon earlier exercises to pay for an
  increasingly greater number of shares received on each successive
  exercise.  This procedure could permit an optionee to pay the option
  price by using a single share of Common Stock or a small number of
  shares of Common Stock and to acquire a number of shares of Common
  Stock having an aggregate fair market value equal to the excess of (a)
  the fair market value of all shares to which the option relates over
  (b) the aggregate exercise price under the option.
  
       Special Provisions for Incentive Stock Options
  
       The maximum aggregate fair market value of the shares of Common
  Stock (determined when the Incentive Stock Option is granted) with
  respect to which Incentive Stock Options are first exercisable by an
  employee in any calendar year cannot exceed $100,000.  In addition, no
  Incentive Stock Option may be granted to an employee owning directly or
  indirectly stock possessing more than 10% of the total combined voting
  power of all classes of stock of the Company, unless the exercise price
  is set at not less than 110% of the fair market value of the shares
  subject to such Incentive Stock Option on the date of the grant and
  such Incentive Stock Option expires not later than five years from the
  date of grant.  No Incentive Stock Option granted under the Incentive
  Plan is assignable or transferable, otherwise than by will or by the
  laws of descent and distribution.  Except in the event of death or
  disability, any Incentive Stock Option granted under the Incentive Plan
  is exercisable only during the lifetime of an optionee, and is
  exercisable only by such optionee.  Awards of Non-Qualified Stock
  Options are not subject to these special limitations.
  
       Exercisability and Expiration of Options
  
       All options granted pursuant to the Incentive Plan are exercisable
  in accordance with a vesting schedule (if any), which is set by the
  Committee at the time of grant.  The expiration date of an option is
  also determined by the Committee at the time of grant, but in no event
  will an option be exercisable after the expiration of ten years from
  the date of grant of the option.
  
       All unexercised options of officers and key employees of the
  Company terminate three months following the date on which the
  officer's or key employee's employment with the Company terminates,
  other than by reason of disability or death.  An exercisable option
  held by an officer or key employee who dies or who ceases to be
  employed by the Company because of disability may be exercised by the
  officer or key employee or his representative within one year after the
  officer or key employee dies or becomes disabled (but not later than
  the scheduled option termination date).
  
       All unexercised options of directors of and important consultants
  to the Company terminate three months following the date on which (but
  not later than the scheduled option termination date) the individual
  ceases for any reason to be a director of or important consultant to
  the Company, whether by death, disability, resignation, removal,
  failure to be reappointed, reelected or otherwise, or the expiration of
  any consulting agreement, and regardless of whether the failure to
  continue as a director or consultant was for cause or without cause or
  otherwise.
  
       The Committee may, in its sole discretion, provide in an option
  agreement the circumstances under which the option shall become
  immediately exercisable and may accelerate the date on which all or any
  portion of an option may be exercised.
  
       Vesting of Awards of Restricted Stock
  
       All awards of restricted stock of Common Stock granted pursuant to
  the Incentive Plan may be subject to vesting for a period of time and
  will become unrestricted under the Incentive Plan in accordance with a
  vesting schedule (if any) set by the Committee at the time of grant.
  Under the terms of the Incentive Plan, the Committee may also establish
  an additional time period during which the participant must hold the
  vested shares prior to resale. During the restricted period, if any,
  the participant shall have the right to vote the shares subject to the
  award.
  
       All unvested awards of officers, directors and key employees of
  and important consultants to the Company terminate immediately upon
  termination of the officer's or key employee's employment or the
  director's directorship or the consultant's consultancy with the
  Company, other than by reason of disability or death.  If the officer
  or key employee participant ceases to be employed by or the director
  ceases to be a director of or the consultant ceases to be a consultant
  of the Company because of death or disability, any unvested awards will
  immediately vest.  Additionally, unless the Committee shall otherwise
  provide, if the officer's or key employee's employment or the
  director's directorship or the consultant's consultancy with the
  Company is involuntarily terminated for any reason, except for cause,
  during an 18 month period after a change in control of the Company, the
  shares of Common Stock subject to the participant's award will fully
  vest and no longer be subject to the restrictions under the Incentive
  Plan.  A change in control includes a change within a 12 month period
  in holders of more than 50% of the outstanding voting stock of the
  Company, or any other events deemed to be a change in control by the
  Committee.
  
       The Committee has the authority, in its sole discretion, to
  accelerate the time at which any or all of the restrictions shall lapse
  with respect to restricted shares, or to remove any or all of such
  restrictions, whenever it may determine such action is appropriate by
  reason of changes in applicable tax or other laws or other changes in
  circumstances occurring after the commencement of the restricted
  period.
  
       Expiration of the Incentive Plan
  
       Unless terminated earlier by the Board of Directors, the Incentive
  Plan will remain in effect until all awards granted under the Incentive
  Plan have been satisfied by the issuance of shares provided that no new
  options or restricted stock awards may be granted under such Incentive
  Plan more than ten years from the date the Incentive Plan was adopted
  by the Board of Directors of the Company.
  
       Adjustments
  
       In the event of any change in the outstanding shares of Common
  Stock by reason of a stock dividend, stock split, combination of
  shares, recapitalization, merger, consolidation, transfer of assets,
  reorganization, conversion or what the Committee deems in its sole
  discretion to be similar circumstances, the aggregate number of shares
  that may be issued under the Incentive Plan, the amounts available for
  issuance under the Outside Director Reserve and the Employee Reserve,
  and the number and kind of shares subject to options and the option
  price of such shares shall be appropriately adjusted in a manner to be
  determined in the sole discretion of the Committee.
  
       Transferability
  
       Except as otherwise provided in Section 422 of the Code and
  regulations thereunder or any successor provision, no Incentive Stock
  Option granted pursuant to the Incentive Plan shall be transferable
  other than by will or the laws of descent and distribution.
  
       Except as otherwise provided by the rules and regulations of the
  SEC, the Incentive Plan provides that the Committee at the time of
  grant of a Non-Qualified Stock Option may provide that such stock
  option is transferable to any "family member" of the optionee by gift
  or qualified domestic relations order. For purposes of this section, a
  family member includes any child, stepchild, grandchild, parent, step-
  parent, grandparent, spouse, former spouse, sibling, niece, nephew,
  mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-
  law, or sister-in-law, including adoptive relationships, any person
  sharing the grantee's household (other than a tenant or employee), a
  trust in which these persons have more than 50% of the beneficial
  interest, a foundation in which these persons (or the grantee) controls
  the management of assets, and any other entity in which these persons
  or the grantee own more than 50% of the voting interests.
  
       During the restricted period, no award of restricted stock nor any
  right of interest of a participant in such award set forth in the
  restricted stock agreement evidencing any award under the Incentive
  Plan may assigned, encumbered or transferred except, in the event of
  death, by will or the laws of descent and distribution.
  
       Amendments
  
       The Board of Directors may amend or supplement the Incentive Plan,
  including the forms of option or restricted stock agreement, in any
  way, or suspend or terminate the Incentive Plan, effective as of such
  date, which date may be either before or after the taking of such
  action, as may be specified by the Board of Directors; provided,
  however, that such action shall not affect options or restricted stock
  granted under the Incentive Plan prior to the actual date on which such
  action occurred.  If an amendment of or supplement to the Incentive
  Plan is required by the Code or the regulations thereunder to be
  approved by the shareholders of the Company in order to permit the
  granting of Incentive Stock Options pursuant to the amended or
  supplemented Incentive Plan, such amendment or supplement shall also be
  approved by the shareholders of the Company in such manner as is
  prescribed by the Code and the regulations thereunder.  If the Board of
  Directors voluntarily submits a proposed amendment, supplement,
  suspension or termination for shareholder approval, such submission
  shall not require any future amendments, supplements, suspensions or
  terminations (whether or not relating to the same provision or subject
  matter) to be similarly submitted for shareholder approval.
  
  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits
  
            10.1 2005 Stock Option and Stock Incentive Plan (Incorporated
            by reference to Appendix A to the Company's definitive proxy
            statement on Schedule 14A filed with the Securities and
            Exchange Commission on July 29, 2005.)
  <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:  September 20, 2005     By:  /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO
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text: 9
  
                               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 9, 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
  
                           N/A
  Former name, former address, and former fiscal year, if changed since
  last report
  
  Check  the appropriate box below if the Form 8-K filing is intended  to
  simultaneously  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))
  ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On September 9, 2005, the Company's shareholders approved the 2005
  Stock Option and Stock Incentive Plan (the "Incentive Plan").  The
  Company's Board of Directors adopted the Incentive Plan on April 17,
  2005.  The purpose of the Incentive Plan is to promote the long-term
  interests of the Company and its shareholders by providing a means for
  attracting and retaining officers, directors and other key employees of
  and consultants to the Company and its affiliates by providing for
  awards in the form of Common Stock.
  
       Set forth below is a summary of the provisions of the Incentive
  Plan.  This summary is qualified in its entirety by the detailed
  provisions of the text of the actual Incentive Plan, which is included
  as Appendix A to the Company's definitive proxy statement on Schedule
  14A filed with the Securities and Exchange Commission on July 29, 2005.
  
       Eligibility
  
       All officers, directors and key employees of and important
  consultants to the Company and of or to any present or future Company
  parent or subsidiary corporation are eligible to receive an option or
  options or awards of restricted stock under the Incentive Plan.
  
       Awards Under the Incentive Plan
  
       Awards made pursuant to the Incentive Plan may be in the form of
  options or grants of shares of restricted stock.  ptions granted under
  the Incentive Plan may be Incentive Stock Options or Non-Qualified
  Stock Options.  An Incentive Stock Option is an option which satisfies
  all of the requirements of Section 422 of the Code and the regulations
  thereunder, and a Non-Qualified Stock Option is an option which either
  does not satisfy all of those requirements or the terms of the option
  provide that it will not be treated as an Incentive Stock Option.
  Unless the context otherwise requires, the term "option" includes both
  Incentive Stock Options and Non-Qualified Stock Options.  The
  Committee, as described below, may also grant awards entitling the
  participant to receive a stated number shares of Common Stock, which
  awards may be subject to restrictions or forfeiture for a period of
  time as stipulated by the Board of Directors or the Committee, as
  applicable.  The dollar value of awards of restricted stock granted
  under the Incentive Plan shall be based upon the fair market value of
  Common Stock on the date of grant.
  
       Administration
  
       The Incentive Plan shall be administered by the Board of Directors
  of the Company, or a Compensation and Employee Benefits Committee
  appointed by the Company's Board of Directors.  Pursuant to the terms
  of the Incentive Plan, the Compensation Committee must consist of a
  minimum of two and a maximum of five members of the Board of Directors,
  each of whom shall be a "Non-Employee Director" within the meaning of
  Exchange Act Rule 16b-3(b)(3) or any future corresponding rule, except
  that the failure of the Compensation Committee for any reason to be
  composed solely of Non-Employee Directors shall not prevent an option
  or restricted stock award from being considered granted under the
  Incentive Plan.  References to the term "Committee" refer to either the
  Company's Board of Directors or a Compensation and Employee Benefits
  Committee comprised of Non-Employee Directors.  Under the Incentive
  Plan, the Committee has the right to adopt such rules for the conduct
  of its business and the administration of the Incentive Plan as it
  considers desirable.  The Committee has the right to construe the
  Incentive Plan and the options or awards of restricted stock issued
  pursuant to it, to correct defects and omissions and to reconcile
  inconsistencies to the extent necessary to effectuate the purpose of
  the Incentive Plan and the options or awards of restricted stock issued
  pursuant to it.
  
       Common Stock Subject to the Incentive Plan
  
       Pursuant to the terms of the Incentive Plan, 260,000 shares of
  Common Stock were reserved for issuance upon the exercise of options or
  awards of restricted stock granted under the Incentive Plan.  Of the
  aggregate amount of shares of Common Stock issuable under the Incentive
  Plan, 60,000 shares are reserved for issuance exclusively to directors
  of the Company who are not also officers or employees of the Company
  (the "Outside Director Reserve") and the remaining 200,000 shares are
  reserved for issuance exclusively to officers and key employees of and
  important consultants to the Company (the "Employee Reserve").  Up to
  200,000 shares of Common Stock may be issued upon the exercise of
  Incentive Stock Options.
  
       Limitation on Maximum Number of Options Awarded
  
       The Incentive Plan provides that the maximum number of options or
  restricted stock which may be awarded to any single participant under
  the Incentive Plan shall be no more than is equal to 90% of the shares
  reserved for issuance from the Outside Director Reserve for awards to
  outside directors of the Company and shall be no more than is equal to
  90% of the shares reserved for issuance from the Employee Reserve for
  awards to officers and key employees of and important consultants to
  the Company.  The purpose of this limitation is to enable awards of
  options made pursuant to the Incentive Plan to comply with one of the
  conditions of Section 162(m) of the Code, which limits the annual
  deductibility of compensation paid to the Company's "named executive
  officers," as that term is defined in Item 402(a)(3) of Regulation S-K
  unless it is performance based.
  
       Exercise Price of Options/Payment of Exercise Price
  
       The exercise price for options issued under the Incentive Plan
  shall be at least equal to the fair market value of Common Stock on the
  date of grant of the option.  The exercise price of an option may be
  paid in cash or the delivery of already owned shares of Common Stock of
  the Company having a fair market value equal to the exercise price, or
  a combination thereof.
  
       The Board of Directors has interpreted the provision of the
  Incentive Plan that allows payment of the option price in Common Stock
  of the Company to permit the "pyramiding" of shares in successive
  exercises.  Thus, an optionee could initially exercise an option in
  part, acquiring a small number of shares of Common Stock, and
  immediately thereafter effect further exercises of the option, using
  the Common Stock acquired upon earlier exercises to pay for an
  increasingly greater number of shares received on each successive
  exercise.  This procedure could permit an optionee to pay the option
  price by using a single share of Common Stock or a small number of
  shares of Common Stock and to acquire a number of shares of Common
  Stock having an aggregate fair market value equal to the excess of (a)
  the fair market value of all shares to which the option relates over
  (b) the aggregate exercise price under the option.
  
       Special Provisions for Incentive Stock Options
  
       The maximum aggregate fair market value of the shares of Common
  Stock (determined when the Incentive Stock Option is granted) with
  respect to which Incentive Stock Options are first exercisable by an
  employee in any calendar year cannot exceed $100,000.  In addition, no
  Incentive Stock Option may be granted to an employee owning directly or
  indirectly stock possessing more than 10% of the total combined voting
  power of all classes of stock of the Company, unless the exercise price
  is set at not less than 110% of the fair market value of the shares
  subject to such Incentive Stock Option on the date of the grant and
  such Incentive Stock Option expires not later than five years from the
  date of grant.  No Incentive Stock Option granted under the Incentive
  Plan is assignable or transferable, otherwise than by will or by the
  laws of descent and distribution.  Except in the event of death or
  disability, any Incentive Stock Option granted under the Incentive Plan
  is exercisable only during the lifetime of an optionee, and is
  exercisable only by such optionee.  Awards of Non-Qualified Stock
  Options are not subject to these special limitations.
  
       Exercisability and Expiration of Options
  
       All options granted pursuant to the Incentive Plan are exercisable
  in accordance with a vesting schedule (if any), which is set by the
  Committee at the time of grant.  The expiration date of an option is
  also determined by the Committee at the time of grant, but in no event
  will an option be exercisable after the expiration of ten years from
  the date of grant of the option.
  
       All unexercised options of officers and key employees of the
  Company terminate three months following the date on which the
  officer's or key employee's employment with the Company terminates,
  other than by reason of disability or death.  An exercisable option
  held by an officer or key employee who dies or who ceases to be
  employed by the Company because of disability may be exercised by the
  officer or key employee or his representative within one year after the
  officer or key employee dies or becomes disabled (but not later than
  the scheduled option termination date).
  
       All unexercised options of directors of and important consultants
  to the Company terminate three months following the date on which (but
  not later than the scheduled option termination date) the individual
  ceases for any reason to be a director of or important consultant to
  the Company, whether by death, disability, resignation, removal,
  failure to be reappointed, reelected or otherwise, or the expiration of
  any consulting agreement, and regardless of whether the failure to
  continue as a director or consultant was for cause or without cause or
  otherwise.
  
       The Committee may, in its sole discretion, provide in an option
  agreement the circumstances under which the option shall become
  immediately exercisable and may accelerate the date on which all or any
  portion of an option may be exercised.
  
       Vesting of Awards of Restricted Stock
  
       All awards of restricted stock of Common Stock granted pursuant to
  the Incentive Plan may be subject to vesting for a period of time and
  will become unrestricted under the Incentive Plan in accordance with a
  vesting schedule (if any) set by the Committee at the time of grant.
  Under the terms of the Incentive Plan, the Committee may also establish
  an additional time period during which the participant must hold the
  vested shares prior to resale. During the restricted period, if any,
  the participant shall have the right to vote the shares subject to the
  award.
  
       All unvested awards of officers, directors and key employees of
  and important consultants to the Company terminate immediately upon
  termination of the officer's or key employee's employment or the
  director's directorship or the consultant's consultancy with the
  Company, other than by reason of disability or death.  If the officer
  or key employee participant ceases to be employed by or the director
  ceases to be a director of or the consultant ceases to be a consultant
  of the Company because of death or disability, any unvested awards will
  immediately vest.  Additionally, unless the Committee shall otherwise
  provide, if the officer's or key employee's employment or the
  director's directorship or the consultant's consultancy with the
  Company is involuntarily terminated for any reason, except for cause,
  during an 18 month period after a change in control of the Company, the
  shares of Common Stock subject to the participant's award will fully
  vest and no longer be subject to the restrictions under the Incentive
  Plan.  A change in control includes a change within a 12 month period
  in holders of more than 50% of the outstanding voting stock of the
  Company, or any other events deemed to be a change in control by the
  Committee.
  
       The Committee has the authority, in its sole discretion, to
  accelerate the time at which any or all of the restrictions shall lapse
  with respect to restricted shares, or to remove any or all of such
  restrictions, whenever it may determine such action is appropriate by
  reason of changes in applicable tax or other laws or other changes in
  circumstances occurring after the commencement of the restricted
  period.
  
       Expiration of the Incentive Plan
  
       Unless terminated earlier by the Board of Directors, the Incentive
  Plan will remain in effect until all awards granted under the Incentive
  Plan have been satisfied by the issuance of shares provided that no new
  options or restricted stock awards may be granted under such Incentive
  Plan more than ten years from the date the Incentive Plan was adopted
  by the Board of Directors of the Company.
  
       Adjustments
  
       In the event of any change in the outstanding shares of Common
  Stock by reason of a stock dividend, stock split, combination of
  shares, recapitalization, merger, consolidation, transfer of assets,
  reorganization, conversion or what the Committee deems in its sole
  discretion to be similar circumstances, the aggregate number of shares
  that may be issued under the Incentive Plan, the amounts available for
  issuance under the Outside Director Reserve and the Employee Reserve,
  and the number and kind of shares subject to options and the option
  price of such shares shall be appropriately adjusted in a manner to be
  determined in the sole discretion of the Committee.
  
       Transferability
  
       Except as otherwise provided in Section 422 of the Code and
  regulations thereunder or any successor provision, no Incentive Stock
  Option granted pursuant to the Incentive Plan shall be transferable
  other than by will or the laws of descent and distribution.
  
       Except as otherwise provided by the rules and regulations of the
  SEC, the Incentive Plan provides that the Committee at the time of
  grant of a Non-Qualified Stock Option may provide that such stock
  option is transferable to any "family member" of the optionee by gift
  or qualified domestic relations order. For purposes of this section, a
  family member includes any child, stepchild, grandchild, parent, step-
  parent, grandparent, spouse, former spouse, sibling, niece, nephew,
  mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-
  law, or sister-in-law, including adoptive relationships, any person
  sharing the grantee's household (other than a tenant or employee), a
  trust in which these persons have more than 50% of the beneficial
  interest, a foundation in which these persons (or the grantee) controls
  the management of assets, and any other entity in which these persons
  or the grantee own more than 50% of the voting interests.
  
       During the restricted period, no award of restricted stock nor any
  right of interest of a participant in such award set forth in the
  restricted stock agreement evidencing any award under the Incentive
  Plan may assigned, encumbered or transferred except, in the event of
  death, by will or the laws of descent and distribution.
  
       Amendments
  
       The Board of Directors may amend or supplement the Incentive Plan,
  including the forms of option or restricted stock agreement, in any
  way, or suspend or terminate the Incentive Plan, effective as of such
  date, which date may be either before or after the taking of such
  action, as may be specified by the Board of Directors; provided,
  however, that such action shall not affect options or restricted stock
  granted under the Incentive Plan prior to the actual date on which such
  action occurred.  If an amendment of or supplement to the Incentive
  Plan is required by the Code or the regulations thereunder to be
  approved by the shareholders of the Company in order to permit the
  granting of Incentive Stock Options pursuant to the amended or
  supplemented Incentive Plan, such amendment or supplement shall also be
  approved by the shareholders of the Company in such manner as is
  prescribed by the Code and the regulations thereunder.  If the Board of
  Directors voluntarily submits a proposed amendment, supplement,
  suspension or termination for shareholder approval, such submission
  shall not require any future amendments, supplements, suspensions or
  terminations (whether or not relating to the same provision or subject
  matter) to be similarly submitted for shareholder approval.
  
  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits
  
            10.1 2005 Stock Option and Stock Incentive Plan (Incorporated
            by reference to Appendix A to the Company's definitive proxy
            statement on Schedule 14A filed with the Securities and
            Exchange Commission on July 29, 2005.)
  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:  September 20, 2005     By:  /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO