As filed with the Securities and Exchange Commission on July 19, 2001
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
                 2001 Stock Option and Appreciation Rights Plan
                            (Full title of the plan)
                      ------------------------------------

         Leonard E. Moodispaw                         WITH A COPY TO:
 President and Chief Executive 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 (no par     300,000(1)    $  4.45 (2)        $  1,335,000 (2)      $ 333.75 (2)
value 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 or non
plan agreements 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 July 13 , 2001 of $4.80 and $4.10 per share, respectively.

</FN>
</TABLE>


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.


<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 31, 2000.

         (b)  Quarterly Report on Form 10-QSB for the fiscal quarter ended April
1, 2001.

         (c) The description of  the common  stock, no par  value 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.

                                      II-1

<PAGE>

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

                                      II-2

<PAGE>

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.

     (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 July 19, 2001.

                                                   ESSEX CORPORATION


                                                   By:/s/ Leonard E. Moodispaw
                                                   ---------------------------
                                                   Leonard E. Moodispaw
                                                   Chief Executive Officer and
                                                   President

                                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 or under non plan agreements, 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/ H. Jeffrey Leonard           Chairman of the Board          July 19, 2001
----------------------
H. Jeffrey Leonard

/s/ Leonard E. Moodispaw         President, Chief Executive     July 19, 2001
------------------------         Officer and Director
Leonard E. Moodispaw             principal executive officer)

/s/ Joseph R. Kurry, Jr.         Chief Financial Officer        July 19, 2001
------------------------         (principal financial and
Joseph R. Kurry, Jr.             accounting officer)

/s/ John G. Hannon               Director                       July 19, 2001
------------------
John G. Hannon

/s/ Robert W. Hicks              Director                       July 19, 2001
-------------------
Robert W. Hicks

/s/ Ray M. Keeler                Director                       July 19, 2001
-----------------
Ray M. Keeler

                                      II-4

<PAGE>

/s/ Frank E. Manning             Director                       July 19, 2001
--------------------
Frank E. Manning

/s/ Marie S. Minton              Director                       July 19, 2001
-------------------
Marie S. Minton


/s/ Caroline S. Pisano           Director                       July 19, 2001
----------------------
Caroline S. Pisano


/s/ Terry M. Turpin              Director                       July 19, 2001
-------------------
Terry M. Turpin


                                      II-5


<PAGE>


                                  EXHIBIT INDEX

Exhibit   Description
Number

4.1       Essex Corporation 2001 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

24.1      Power of Attorney (contained on Pages II-4 and II-5)


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "forms82001.txt", "description": "FORM S-8 2001 STOCK PLAN", "secsgml_size_bytes": 13884}]
{"company-data": {"conformed-name": "ESSEX CORPORATION", "cik": "0000355199", "assigned-sic": "8711", "irs-number": "540846569", "state-of-incorporation": "VA", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65466", "film-number": "1684774"}, "business-address": {"street1": "9150 GILFORD RD", "city": "COLUMBIA", "state": "MD", "zip": "21046", "phone": "3019397000"}, "mail-address": {"street1": "9150 GUILFORD ROAD", "city": "COLUMBIA", "state": "MD", "zip": "21046"}}
As filed with the Securities and Exchange Commission on July 19, 2001
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
                 2001 Stock Option and Appreciation Rights Plan
                            (Full title of the plan)
                      ------------------------------------

         Leonard E. Moodispaw                         WITH A COPY TO:
 President and Chief Executive 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 (no par     300,000(1)    $  4.45 (2)        $  1,335,000 (2)      $ 333.75 (2)
value 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 or non
plan agreements 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 July 13 , 2001 of $4.80 and $4.10 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 31, 2000.

         (b)  Quarterly Report on Form 10-QSB for the fiscal quarter ended April
1, 2001.

         (c) The description of  the common  stock, no par  value 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.

                                      II-1
The Virginia Stock Corporation Act ("Act") permits indemnification of
directors and officers of a corporation under certain conditions and subject to
certain limitations. 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

                                      II-2
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.

     (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 July 19, 2001.

                                                   ESSEX CORPORATION

                                                   By:/s/ Leonard E. Moodispaw
                                                   ---------------------------
                                                   Leonard E. Moodispaw
                                                   Chief Executive Officer and
                                                   President

                                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 or under non plan agreements, 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/ H. Jeffrey Leonard           Chairman of the Board          July 19, 2001
----------------------
H. Jeffrey Leonard

/s/ Leonard E. Moodispaw         President, Chief Executive     July 19, 2001
------------------------         Officer and Director
Leonard E. Moodispaw             principal executive officer)

/s/ Joseph R. Kurry, Jr.         Chief Financial Officer        July 19, 2001
------------------------         (principal financial and
Joseph R. Kurry, Jr.             accounting officer)

/s/ John G. Hannon               Director                       July 19, 2001
------------------
John G. Hannon

/s/ Robert W. Hicks              Director                       July 19, 2001
-------------------
Robert W. Hicks

/s/ Ray M. Keeler                Director                       July 19, 2001
-----------------
Ray M. Keeler

                                      II-4
/s/ Frank E. Manning             Director                       July 19, 2001
--------------------
Frank E. Manning

/s/ Marie S. Minton              Director                       July 19, 2001
-------------------
Marie S. Minton

/s/ Caroline S. Pisano           Director                       July 19, 2001
----------------------
Caroline S. Pisano

/s/ Terry M. Turpin              Director                       July 19, 2001
-------------------
Terry M. Turpin

                                      II-5
EXHIBIT INDEX

Exhibit   Description
Number

4.1       Essex Corporation 2001 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

24.1      Power of Attorney (contained on Pages II-4 and II-5)

                                      II-6