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): March 17, 2008
  
  
                      HALIFAX CORPORATION OF VIRGINIA
          (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
  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 Currant Report on Form 8-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 3.01  Notice of Delisting or Failure to Satisfy a Continued
  Listing Rule or Standard
  
  
     On March 17, 2008, we received a letter from the American Stock
  Exchange, dated March 14, 2008, which indicated that we do not meet
  certain of the American Stock Exchange's continued listing standards as
  set forth in Part 10 of the Amex Company Guide. Specifically, we are
  not in compliance with Section 1003(a)(ii) of the Company Guide because
  our stockholders' equity is less than $4.0 million and we have had
  losses from continuing operations and/or a net loss in three out of
  four of its most recent fiscal years.
  
  
     Compliance with the plan must be achieved no later than September
  14, 2008.  We have until April 14, 2008 to provide the American Stock
  Exchange with a specific plan to achieve and sustain compliance with
  the continued listing standards. If we either fail to submit a plan or
  if we submit a plan and the staff of the American Stock Exchange
  determines that such plan does not adequately address our non-
  compliance with the listing standards, we may be subject to delisting
  proceedings. Furthermore, if our plan is accepted but we are not in
  compliance with the continued listing standards at the conclusion of
  the plan period or if we do not make progress consistent with the plan
  during the plan period, the staff of the American Stock Exchange will
  initiate delisting proceedings as appropriate. We may appeal the staff
  determination to initiate delisting proceedings.
  
  
     We expect to submit a plan to the American Stock Exchange to regain
  compliance with the continued listing standards on or before April 14,
  2008.
  
  
  Item 9.01     Financial Statements and Exhibits.
  
  
        Exhibit 99.1   Press release
  
  
  <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 OF VIRGINIA
  
  
  
  Date:  March 21, 2008         By:  /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8kamxe.txt", "secsgml_size_bytes": 6442}]
metadata_filer: {"company-data": {"conformed-name": "HALIFAX CORP OF VIRGINIA", "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": "08702981"}, "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 CORP", "date-changed": "19920703"}, {"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): March 17, 2008
  
                      HALIFAX CORPORATION OF VIRGINIA
          (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
  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 Currant Report on Form 8-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 3.01  Notice of Delisting or Failure to Satisfy a Continued
  Listing Rule or Standard
  
     On March 17, 2008, we received a letter from the American Stock
  Exchange, dated March 14, 2008, which indicated that we do not meet
  certain of the American Stock Exchange's continued listing standards as
  set forth in Part 10 of the Amex Company Guide. Specifically, we are
  not in compliance with Section 1003(a)(ii) of the Company Guide because
  our stockholders' equity is less than $4.0 million and we have had
  losses from continuing operations and/or a net loss in three out of
  four of its most recent fiscal years.
  
     Compliance with the plan must be achieved no later than September
  14, 2008.  We have until April 14, 2008 to provide the American Stock
  Exchange with a specific plan to achieve and sustain compliance with
  the continued listing standards. If we either fail to submit a plan or
  if we submit a plan and the staff of the American Stock Exchange
  determines that such plan does not adequately address our non-
  compliance with the listing standards, we may be subject to delisting
  proceedings. Furthermore, if our plan is accepted but we are not in
  compliance with the continued listing standards at the conclusion of
  the plan period or if we do not make progress consistent with the plan
  during the plan period, the staff of the American Stock Exchange will
  initiate delisting proceedings as appropriate. We may appeal the staff
  determination to initiate delisting proceedings.
  
     We expect to submit a plan to the American Stock Exchange to regain
  compliance with the continued listing standards on or before April 14,
  2008.
  
  Item 9.01     Financial Statements and Exhibits.
  
        Exhibit 99.1   Press release
  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 OF VIRGINIA
  
  Date:  March 21, 2008         By:  /s/Joseph Sciacca
                                     Joseph Sciacca
                                     Vice President, Finance & CFO