content: UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
  
                         Washington, D.C. 20549
  
  
                                FORM 8-K
  
                             CURRENT REPORT
  
                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934
  
  
  
     Date of Report (Date of Earliest Event Reported): July 28, 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) 750-2202
  
  
  Former name or former address, if changed since last report:  N/A
  
  
  
  <PAGE>
  
  Forward 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  ("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  involved  in  contracting  with  its   customers,
  government  contracting  risks,  absence  of  dividends,   potential
  conflicts  of  interest, difficulties in attracting,  and  retaining
  management,  professional and administrative staff,  fluctuation  in
  quarterly  results, risks related to acquisitions and risks  related
  to  the  Company's acquisition strategy, continued favorable banking
  relationships, the availability of capital to finance operations and
  planned  growth,  ramifications of the  embezzlement  matter,  risks
  related  to  competition and the Company's ability  to  continue  to
  perform  efficiently  on  contracts, 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.
  
  <PAGE>
  
  Item 4.  Changes in Registrant's Certifying Accountant.
  
       On July 28, 2004, the Audit Committee of Halifax Corporation
  (the "Company") engaged Grant Thornton LLP ("Grant Thornton") as the
  Company's independent auditor to audit the Company's consolidated
  financial statements for the fiscal year ending March 31, 2005.
  Deloitte & Touche LLP ("Deloitte") who had been engaged by the
  Company as the independent accountants to audit the Company's
  consolidated financial statements was dismissed effective July 28,
  2004.
  
       The decision to change the Company's independent accountants
  from Deloitte to Grant Thornton was approved by the Audit Committee
  of the Board of Directors.
  
       The reports of Deloitte, on the financial statements of the
  Company during the two-year period ended March 31, 2004, did not
  contain an adverse opinion, or a disclaimer of opinion, and were not
  qualified or modified as to uncertainty, audit scope, or accounting
  principles, except for the Company changing its accounting for
  goodwill and other intangible assets during fiscal 2003 as a result
  of adopting statement of Financial Accounting Standards No. 142,
  "Goodwill and Other Intangible Assets."  During the two-year period
  ended March 31, 2004, and interim period from April 1, 2004 through
  July 28, 2004, the Company did not have any disagreements with
  Deloitte 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
  Deloitte, would have caused it to make a reference to the subject
  matter of the disagreements in connection with its reports.
  
       In connection with the filing of this Form 8-K, Deloitte was
  provided with a copy of this disclosure and was requested by the
  Company to furnish to the Company a letter addressed to the SEC
  stating whether Deloitte agrees with the above statements.  A copy
  of Deloitte's letter to the SEC is attached hereto as Exhibit 16.2 to
  this Form 8-K.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial statements of businesses acquired.
  
            None.
  
       (b)  Pro-forma financial information.
  
            None.
  
       (c)  Exhibits.
  
            The following exhibit is filed herewith:
  
  S-K Exhibit
  Number         Description
  
  16.2      Letter regarding change in certifying accountant.
  
  
  <PAGE>
  
  
  
                                SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934,
  the  Registrant  has duly caused this report to  be  signed  on  its
  behalf by the undersigned hereunto duly authorized.
  
  
  
  
  
                                     HALIFAX CORPORATION
  
  
  
  Date: July 28, 2004                By:/s/Joseph Sciacca
                                        Joseph Sciacca
                                        Vice President, Finance &
                                        Chief Financial Officer:
  
  <PAGE>
                              EXHIBIT INDEX
  
  
  
  S-K Exhibit
  Number                Description
  
  16.2      Letter regarding change in certifying accountant.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8kjuleg.txt", "description": "CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT", "secsgml_size_bytes": 6649}]
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": "04941052"}, "business-address": {"street1": "5250 CHEROKEE AVE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312", "phone": "7037502202"}, "mail-address": {"street1": "5250 CHEROKEE AVENUE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312"}, "former-company": {"former-conformed-name": "HALIFAX ENGINEERING INC/VA", "date-changed": "19911204"}}
text: UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
  
                         Washington, D.C. 20549
  
                                FORM 8-K
  
                             CURRENT REPORT
  
                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934
  
     Date of Report (Date of Earliest Event Reported): July 28, 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) 750-2202
  
  Former name or former address, if changed since last report:  N/A
  Forward 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  ("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  involved  in  contracting  with  its   customers,
  government  contracting  risks,  absence  of  dividends,   potential
  conflicts  of  interest, difficulties in attracting,  and  retaining
  management,  professional and administrative staff,  fluctuation  in
  quarterly  results, risks related to acquisitions and risks  related
  to  the  Company's acquisition strategy, continued favorable banking
  relationships, the availability of capital to finance operations and
  planned  growth,  ramifications of the  embezzlement  matter,  risks
  related  to  competition and the Company's ability  to  continue  to
  perform  efficiently  on  contracts, 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 4.  Changes in Registrant's Certifying Accountant.
  
       On July 28, 2004, the Audit Committee of Halifax Corporation
  (the "Company") engaged Grant Thornton LLP ("Grant Thornton") as the
  Company's independent auditor to audit the Company's consolidated
  financial statements for the fiscal year ending March 31, 2005.
  Deloitte & Touche LLP ("Deloitte") who had been engaged by the
  Company as the independent accountants to audit the Company's
  consolidated financial statements was dismissed effective July 28,
  2004.
  
       The decision to change the Company's independent accountants
  from Deloitte to Grant Thornton was approved by the Audit Committee
  of the Board of Directors.
  
       The reports of Deloitte, on the financial statements of the
  Company during the two-year period ended March 31, 2004, did not
  contain an adverse opinion, or a disclaimer of opinion, and were not
  qualified or modified as to uncertainty, audit scope, or accounting
  principles, except for the Company changing its accounting for
  goodwill and other intangible assets during fiscal 2003 as a result
  of adopting statement of Financial Accounting Standards No. 142,
  "Goodwill and Other Intangible Assets."  During the two-year period
  ended March 31, 2004, and interim period from April 1, 2004 through
  July 28, 2004, the Company did not have any disagreements with
  Deloitte 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
  Deloitte, would have caused it to make a reference to the subject
  matter of the disagreements in connection with its reports.
  
       In connection with the filing of this Form 8-K, Deloitte was
  provided with a copy of this disclosure and was requested by the
  Company to furnish to the Company a letter addressed to the SEC
  stating whether Deloitte agrees with the above statements.  A copy
  of Deloitte's letter to the SEC is attached hereto as Exhibit 16.2 to
  this Form 8-K.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial statements of businesses acquired.
  
            None.
  
       (b)  Pro-forma financial information.
  
            None.
  
       (c)  Exhibits.
  
            The following exhibit is filed herewith:
  
  S-K Exhibit
  Number         Description
  
  16.2      Letter regarding change in certifying accountant.
  SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934,
  the  Registrant  has duly caused this report to  be  signed  on  its
  behalf by the undersigned hereunto duly authorized.
  
                                     HALIFAX CORPORATION
  
  Date: July 28, 2004                By:/s/Joseph Sciacca
                                        Joseph Sciacca
                                        Vice President, Finance &
                                        Chief Financial Officer:
  EXHIBIT INDEX
  
  S-K Exhibit
  Number                Description
  
  16.2      Letter regarding change in certifying accountant.