As filed with the Securities and Exchange Commission on May 11, 2000
                                                    Registration No. 33-_______
            ------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                Essex Corporation
             (Exact name of registrant as specified in its charter)

          Virginia                                               54-0846569
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

      9150 Guilford Road
      Columbia, Maryland                                            21046
  (Address of Principal Executive Offices)                        (Zip Code)
           ----------------------------------------------

                                Essex Corporation
               1. 1999 stock option and appreciation rights plan
               2. 1998 stock option and appreciation rights plan
               3. 1996 stock option and appreciation rights plan
                            (Full title of the plan)
                      ------------------------------------

       Leonard E. Moodispaw, Esquire                 WITH A COPY TO:
   President and Chief Operating Officer         D. Scott Freed, Esquire
             Essex Corporation              Whiteford, Taylor & Preston L.L.P.
            9150 Guilford Road                   Seven Saint Paul Street
         Columbia, Maryland 21046               Baltimore, Maryland 21202
              (301) 939-7000                         (410) 347-8700


 (Name, address and telephone number, including area code, of agent for service)
<TABLE>

                         CALCULATION OF REGISTRATION FEE


<CAPTION>

Title of securities      Amount       Proposed maximum     Proposed maximum
to be registered         to be        offering price       aggregate            Amount of
------------------     registered     per share            offering price       registration fee
                       ----------     ------------------   --------------       ----------------


<S>                    <C>               <C>                 <C>                    <C>
Common Stock (par      900,000(1)        $.875(2)            $787,500(2)            $207.90(2)
value $.10 per share)

<FN>

(1) Together  with an  indeterminable  number of  additional  shares in order to
adjust the number of shares  reserved for  issuance  pursuant to the plan as the
result of a stock split,  stock  dividend or similar  transaction  affecting the
common stock, pursuant to 17 C.F.R. ss. 230.416.

(2) Pursuant to Rule 457(h)(1),  the proposed  maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration fee
are  based  upon the  average  of the high and low  prices  reported  on the OTC
Bulletin Board on May 8, 2000 of $1.00 and $.75 per share, respectively.

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of registered securities will
begin as soon as possible after such effective date.
</FN>
</TABLE>


<PAGE>




                                     PART I

                  INFORMATION IN THE SECTION 10(a) PROSPECTUS1

Item 1.           Plan Information

Item 2.           Registrant Information and Employee Plan Annual Information

-------------------------------
1    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
"Securities Act"), and the Note to Part I of Form S-8.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following  documents,  filed  or to  be  filed  with  the
Commission, are, or shall be deemed to be, incorporated herein by reference:

                  (a)      The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 26, 1999.

                  (b)      Quarterly Report on Form 10-QSB for the quarter ended
March 26, 2000.

                  (c) The  description  of the common stock,  par value $.10 per
share (the "Common  Stock"),  of the  Registrant  contained in its  Registration
Statement  on Form 8-A under  Section 12 of the  Exchange  Act,  and  amendments
thereto,  which are  incorporated by reference into its  Registration  Statement
filed by the  Registrant  pursuant to the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act").

                  (d) All documents filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  The documents required to be so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Virginia Stock Corporation Act ("Act") permits  indemnification  of
directors and officers of a corporation under certain  conditions and subject to
certain  limitations.

                                      II-1

<PAGE>
Articles (h) and (I) of the  Articles of  Incorporation  of the Company  contain
provisions  for the  indemnification  of  directors  and officers of the Company
within the  limitations  permitted  by the Act.  In  addition,  the  Company has
entered into  indemnity  agreements  with certain of its  directors and officers
which provide the maximum  indemnification allowed by the Act.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  See Exhibit Index on Page II-6.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
10(a)(3) of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to Section 13 or 15(d) of the  Exchange  Act that are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-2

<PAGE>

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act that is  incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-3

<PAGE>



                                   SIGNATURES

                  Pursuant  to the  requirements  of  the  Securities  Act,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Columbia, State of Maryland, on May 11, 2000.

                                ESSEX CORPORATION


                             By:/s/ Harry Letaw, Jr.
                                Harry Letaw, Jr.
                                Chairman of the Board and Chief
                                Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each  director  whose  signature
appears below constitutes and appoints Leonard E. Moodispaw and Joseph R. Kurry,
Jr., or either of them, his true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign for the undersigned any and all
amendments or post-effective  amendments to this Registration  Statement on Form
S-8 relating to the issuance of Common Stock of the Registrant and participation
interests in the Plan, and to file the same, with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission.
We hereby  confirm all acts taken by such agents and  attorneys-in-fact,  or any
one or more of them, as herein authorized.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                    Title                             Date

/s/ Harry Letaw, Jr.         Chairman of the Board             May 11, 2000
---------------------        and Chief Executive
Harry Letaw, Jr.             Officer (principal
                             executive officer)


/s/ Leonard E. Moodispaw     President, Chief                  May 11, 2000
------------------------     Operating Officer and
Leonard E. Moodispaw         Director


/s/ Joseph R. Kurry, Jr.     Chief Financial Officer           May 11, 2000
------------------------     Officer (principal
Joseph R. Kurry, Jr.         financial and
                             accounting officer)

/s/ Harold P. Hanson         Director                          May 11, 2000
--------------------
Harold P. Hanson


/s/ Robert W. Hicks          Director                          May 11, 2000
-------------------
Robert W. Hicks

                                      II-4

<PAGE>


/s/ Ray M. Keeler            Director                          May 11, 2000
-----------------
Ray M. Keeler



/s/ Frank E. Manning         Director                          May 11, 2000
--------------------
Frank E. Manning



/s/ Terry M. Turpin          Director                          May 11, 2000
-------------------
Terry M. Turpin




                                      II-5




<PAGE>



                                  EXHIBIT INDEX

Exhibit Number
                    Description


4.1        Essex Corporation 1999 Stock Option and Appreciation Rights Plan
4.2                          1998 Stock Option and Appreciation Rights Plan
4.3                          1996 Stock Option and Appreciation Rights Plan

5.1        Opinion of Whiteford, Taylor & Preston L.L.P. (contains Consent of
           Counsel).

23.1       Consent of Whiteford, Taylor & Preston L.L.P. (contained in Exhibit
           5.1 filed herewith).

23.2       Consent of Stegman & Company









------------------------------------


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14340}]
{"company-data": {"conformed-name": "ESSEX CORPORATION", "cik": "0000355199", "assigned-sic": "8711", "irs-number": "540846569", "state-of-incorporation": "VA", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36770", "film-number": "625878"}, "business-address": {"street1": "9150 GILFORD RD", "city": "COLUMBIA", "state": "MD", "zip": "21046-1891", "phone": "3019537797"}, "mail-address": {"street1": "9150 GUILFORD ROAD", "city": "COLUMBIA", "state": "MD", "zip": "21046-1891"}}
As filed with the Securities and Exchange Commission on May 11, 2000
                                                    Registration No. 33-_______
            ------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                Essex Corporation
             (Exact name of registrant as specified in its charter)

          Virginia                                               54-0846569
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

      9150 Guilford Road
      Columbia, Maryland                                            21046
  (Address of Principal Executive Offices)                        (Zip Code)
           ----------------------------------------------

                                Essex Corporation
               1. 1999 stock option and appreciation rights plan
               2. 1998 stock option and appreciation rights plan
               3. 1996 stock option and appreciation rights plan
                            (Full title of the plan)
                      ------------------------------------

       Leonard E. Moodispaw, Esquire                 WITH A COPY TO:
   President and Chief Operating Officer         D. Scott Freed, Esquire
             Essex Corporation              Whiteford, Taylor & Preston L.L.P.
            9150 Guilford Road                   Seven Saint Paul Street
         Columbia, Maryland 21046               Baltimore, Maryland 21202
              (301) 939-7000                         (410) 347-8700

 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of securities      Amount       Proposed maximum     Proposed maximum
to be registered         to be        offering price       aggregate            Amount of
------------------     registered     per share            offering price       registration fee
                       ----------     ------------------   --------------       ----------------
Common Stock (par      900,000(1)        $.875(2)            $787,500(2)            $207.90(2)
value $.10 per share)
(1) Together  with an  indeterminable  number of  additional  shares in order to
adjust the number of shares  reserved for  issuance  pursuant to the plan as the
result of a stock split,  stock  dividend or similar  transaction  affecting the
common stock, pursuant to 17 C.F.R. ss. 230.416.

(2) Pursuant to Rule 457(h)(1),  the proposed  maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration fee
are  based  upon the  average  of the high and low  prices  reported  on the OTC
Bulletin Board on May 8, 2000 of $1.00 and $.75 per share, respectively.

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of registered securities will
begin as soon as possible after such effective date.
PART I

                  INFORMATION IN THE SECTION 10(a) PROSPECTUS1

Item 1.           Plan Information

Item 2.           Registrant Information and Employee Plan Annual Information

-------------------------------
1    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
"Securities Act"), and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following  documents,  filed  or to  be  filed  with  the
Commission, are, or shall be deemed to be, incorporated herein by reference:

                  (a)      The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 26, 1999.

                  (b)      Quarterly Report on Form 10-QSB for the quarter ended
March 26, 2000.

                  (c) The  description  of the common stock,  par value $.10 per
share (the "Common  Stock"),  of the  Registrant  contained in its  Registration
Statement  on Form 8-A under  Section 12 of the  Exchange  Act,  and  amendments
thereto,  which are  incorporated by reference into its  Registration  Statement
filed by the  Registrant  pursuant to the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act").

                  (d) All documents filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  The documents required to be so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Virginia Stock Corporation Act ("Act") permits  indemnification  of
directors and officers of a corporation under certain  conditions and subject to
certain  limitations.

                                      II-1
Articles (h) and (I) of the  Articles of  Incorporation  of the Company  contain
provisions  for the  indemnification  of  directors  and officers of the Company
within the  limitations  permitted  by the Act.  In  addition,  the  Company has
entered into  indemnity  agreements  with certain of its  directors and officers
which provide the maximum  indemnification allowed by the Act.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  See Exhibit Index on Page II-6.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
10(a)(3) of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to Section 13 or 15(d) of the  Exchange  Act that are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-2
(3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act that is  incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

                  Pursuant  to the  requirements  of  the  Securities  Act,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Columbia, State of Maryland, on May 11, 2000.

                                ESSEX CORPORATION

                             By:/s/ Harry Letaw, Jr.
                                Harry Letaw, Jr.
                                Chairman of the Board and Chief
                                Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each  director  whose  signature
appears below constitutes and appoints Leonard E. Moodispaw and Joseph R. Kurry,
Jr., or either of them, his true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign for the undersigned any and all
amendments or post-effective  amendments to this Registration  Statement on Form
S-8 relating to the issuance of Common Stock of the Registrant and participation
interests in the Plan, and to file the same, with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission.
We hereby  confirm all acts taken by such agents and  attorneys-in-fact,  or any
one or more of them, as herein authorized.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                    Title                             Date

/s/ Harry Letaw, Jr.         Chairman of the Board             May 11, 2000
---------------------        and Chief Executive
Harry Letaw, Jr.             Officer (principal
                             executive officer)

/s/ Leonard E. Moodispaw     President, Chief                  May 11, 2000
------------------------     Operating Officer and
Leonard E. Moodispaw         Director

/s/ Joseph R. Kurry, Jr.     Chief Financial Officer           May 11, 2000
------------------------     Officer (principal
Joseph R. Kurry, Jr.         financial and
                             accounting officer)

/s/ Harold P. Hanson         Director                          May 11, 2000
--------------------
Harold P. Hanson

/s/ Robert W. Hicks          Director                          May 11, 2000
-------------------
Robert W. Hicks

                                      II-4
/s/ Ray M. Keeler            Director                          May 11, 2000
-----------------
Ray M. Keeler

/s/ Frank E. Manning         Director                          May 11, 2000
--------------------
Frank E. Manning

/s/ Terry M. Turpin          Director                          May 11, 2000
-------------------
Terry M. Turpin

                                      II-5
EXHIBIT INDEX

Exhibit Number
                    Description

4.1        Essex Corporation 1999 Stock Option and Appreciation Rights Plan
4.2                          1998 Stock Option and Appreciation Rights Plan
4.3                          1996 Stock Option and Appreciation Rights Plan

5.1        Opinion of Whiteford, Taylor & Preston L.L.P. (contains Consent of
           Counsel).

23.1       Consent of Whiteford, Taylor & Preston L.L.P. (contained in Exhibit
           5.1 filed herewith).

23.2       Consent of Stegman & Company

------------------------------------

                                      II-6