As filed with the Securities and Exchange Commission on November 3, 2006

                                                           Registration No. 333-

                       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                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                            6708 ALEXANDER BELL DRIVE
                            COLUMBIA, MARYLAND 21046
                                 (301) 939-7000

                    (Address of Principal Executive Offices)

                                ESSEX CORPORATON
                       NEW EMPLOYEE STOCK INDUCEMENT PLAN

                            (Full Title of the Plan)
                 ----------------------------------------------

            LEONARD E. MOODISPAW                          WITH A COPY TO:
 Chairman, President and Chief Executive Officer       A. LYNNE PUCKETT, ESQUIRE
              Essex Corporation                         Hogan & Hartson LLP
          6708 Alexander Bell Drive                  111 South Calvert Street
          Columbia, Maryland 21046                   Baltimore, Maryland 21202
                  (301) 939-7000                             (410) 659-2700
                  ---------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================================================================================
                                                        Proposed
    Title of             Amount         Maximum          Maximum            Amount of
Securities to be         to be      Offering Price   Aggregate Offering    Registration
   Registered         Registered(1)   Per Share(2)       Price(2)              Fee
----------------------------------------------------------------------------------------

Common Stock, no par
<S>                    <C>              <C>            <C>                 <C>
value per share        1,000,000        $19.51         $19,510,000         $2,087.57
========================================================================================
<FN>

(1)  Represents  shares of Common Stock  reserved for issuance upon the exercise
     of outstanding  options  granted under the Essex  Corporation  New Employee
     Stock  Inducement Plan (the "PLAN") and shares of Common Stock reserved for
     issuance  pursuant  to future  grants  under the  Plan.  This  Registration
     Statement  also  registers such  additional  and  indeterminable  number of
     shares as may become issuable pursuant to the Plan as the result of a stock
     split,  stock dividend or similar  transaction  affecting the Common Stock,
     pursuant to Rule 416(a) under the Securities Act of 1933, as amended.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) and Rule 457(c) under the  Securities  Act of 1933,
     as amended.  The proposed maximum offering price per share and the proposed
     maximum  aggregate  offering price have been determined on the basis of the
     average of the high and low prices quoted on Nasdaq Global Select Market on
     November 1, 2006 of $19.88 and $19.13 per share, respectively.
</FN>
</TABLE>




<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        The documents  containing the  information  specified in Part I will be
         delivered in accordance with Rule 428(b)(1) under the Securities Act of
         1933,  as  amended  (the  "SECURITIES  ACT").  Such  documents  are not
         required to be, and are not,  filed with the  Securities  and  Exchange
         Commission  (the  "COMMISSION"),  either  as part of this  Registration
         Statement or as prospectuses or prospectus supplements pursuant to Rule
         424  under the  Securities  Act.  These  documents,  and the  documents
         incorporated by reference in this  Registration  Statement  pursuant to
         Item 3 of  Part II of this  Form  S-8,  taken  together,  constitute  a
         prospectus  that  meets  the  requirements  of  Section  10(a)  of  the
         Securities Act.

<PAGE>




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following  documents,  which have been filed by Essex Corporation
(the  "COMPANY")  with the Commission,  are  incorporated  in this  Registration
Statement by reference:

              (a) The  Company's  Annual  Report on Form 10-K for the year ended
December 31, 2005.

              (b) The Company's  Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2006 and June 30, 2006.

              (c) The  Company's  Current  Reports  on Form 8-K  filed on May 5,
2006, September 21, 2006, and October 4, 2006.

              (d) The  description  of the common stock,  no par value per share
(the "COMMON STOCK"), of the Company contained in its Registration  Statement on
Form 8-A,  filed with the  Commission  on June 3, 2003 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),  including
any amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

         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.  Any statement 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 (the "ACT") permits  indemnification
of directors and officers of a corporation under certain  conditions and subject
to certain limitations. Our Articles of Incorporation contain provisions for the
indemnification  of our directors and officers within the limitations  permitted
by the Act. In addition,  we have entered into indemnity  agreements with all of
our directors and officers which provide the maximum  indemnification allowed by
the Act.

                                      II-1

<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
         Reference is made to the attached Exhibit Index,  which is incorporated
by reference herein.

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 the  Registration  Statement (or most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement  is on  Form  S-8  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the 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.

                  (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 Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement

                                      II-2

<PAGE>


shall be deemed to be a new  registration  statement  relating to the securities
offered herein, 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  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 the City
of Columbia, State of Maryland, on November 3, 2006.


                         ESSEX CORPORATION



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



                                POWER OF ATTORNEY

Each officer and director whose signature appears below constitutes and appoints
Leonard  E.  Moodispaw  and Lisa G.  Jacobson,  or either of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her and in his or her 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 any subsequent  registration
statement  for the same  offering,  which may be filed  under Rule 462(b) 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 other or more of them,
as herein authorized.


In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  was signed by the  following  persons as of November 3,
2006 in the capacities indicated:



          Signatures                              Title
----------------------------      -------------------------------------------


/s/ Leonard E. Moodispaw          Chairman, President, Chief Executive Officer
----------------------------      and Director
LEONARD E. MOODISPAW              (principal executive officer)


/s/ Lisa G. Jacobson              Executive Vice President and Chief Financial
----------------------------      Officer
LISA G. JACOBSON                  (principal financial officer and principal
                                  accounting officer)


/s/ John G. Hannon
----------------------------
JOHN G. HANNON                    Director


                                      II-4

<PAGE>


/s/ Robert H. Hicks
----------------------------
ROBERT H. HICKS                   Director


/s/ Ray Keeler
----------------------------
RAY KEELER                        Director


/s/ Anthony M. Johnson
----------------------------
ANTHONY M. JOHNSON                Director


/s/ Marie S. Minton
----------------------------
MARIE S. MINTON                   Director


/s/ Arthur L. Money
----------------------------
ARTHUR L. MONEY                   Director


/s/ Terry M. Turpin
----------------------------
TERRY M. TURPIN                   Director


                                      II-5

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number        Description

4.1        Specimen Stock Certificate (incorporated by reference to Exhibit 4.1
           to the Company's Registration Statement on Form S-2
           (File No. 333-61200)).

4.2        Essex Corporation New Employee Stock Inducement Plan.

5.1        Opinion of Hogan & Hartson LLP.

23.1       Consent of Opinion of Hogan & Hartson LLP (contained in Exhibit 5.1).

23.2       Consent of Stegman & Company.

24.1       Power of Attorney (See Signatures page).
[{"type": "S-8", "sequence": "1", "filename": "forms8induceplan.txt", "description": "FORM S-8 NEW EMP STOCK INDUCEMENT PLAN", "secsgml_size_bytes": 16283}]
{"company-data": {"conformed-name": "ESSEX CORP", "cik": "0000355199", "assigned-sic": "8711", "irs-number": "540846569", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138438", "film-number": "061187853"}, "business-address": {"street1": "6708 ALEXANDER BELL DRIVE", "city": "COLUMBIA", "state": "MD", "zip": "21046", "phone": "3019397000"}, "mail-address": {"street1": "6708 ALEXANDER BELL DRIVE", "city": "COLUMBIA", "state": "MD", "zip": "21046"}, "former-company": {"former-conformed-name": "ESSEX CORPORATION", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 3, 2006

                                                           Registration No. 333-

                       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                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                            6708 ALEXANDER BELL DRIVE
                            COLUMBIA, MARYLAND 21046
                                 (301) 939-7000

                    (Address of Principal Executive Offices)

                                ESSEX CORPORATON
                       NEW EMPLOYEE STOCK INDUCEMENT PLAN

                            (Full Title of the Plan)
                 ----------------------------------------------

            LEONARD E. MOODISPAW                          WITH A COPY TO:
 Chairman, President and Chief Executive Officer       A. LYNNE PUCKETT, ESQUIRE
              Essex Corporation                         Hogan & Hartson LLP
          6708 Alexander Bell Drive                  111 South Calvert Street
          Columbia, Maryland 21046                   Baltimore, Maryland 21202
                  (301) 939-7000                             (410) 659-2700
                  ---------------------------------------------
                         CALCULATION OF REGISTRATION FEE
========================================================================================
                                                        Proposed
    Title of             Amount         Maximum          Maximum            Amount of
Securities to be         to be      Offering Price   Aggregate Offering    Registration
   Registered         Registered(1)   Per Share(2)       Price(2)              Fee
----------------------------------------------------------------------------------------

Common Stock, no par
value per share        1,000,000        $19.51         $19,510,000         $2,087.57
========================================================================================
(1)  Represents  shares of Common Stock  reserved for issuance upon the exercise
     of outstanding  options  granted under the Essex  Corporation  New Employee
     Stock  Inducement Plan (the "PLAN") and shares of Common Stock reserved for
     issuance  pursuant  to future  grants  under the  Plan.  This  Registration
     Statement  also  registers such  additional  and  indeterminable  number of
     shares as may become issuable pursuant to the Plan as the result of a stock
     split,  stock dividend or similar  transaction  affecting the Common Stock,
     pursuant to Rule 416(a) under the Securities Act of 1933, as amended.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) and Rule 457(c) under the  Securities  Act of 1933,
     as amended.  The proposed maximum offering price per share and the proposed
     maximum  aggregate  offering price have been determined on the basis of the
     average of the high and low prices quoted on Nasdaq Global Select Market on
     November 1, 2006 of $19.88 and $19.13 per share, respectively.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        The documents  containing the  information  specified in Part I will be
         delivered in accordance with Rule 428(b)(1) under the Securities Act of
         1933,  as  amended  (the  "SECURITIES  ACT").  Such  documents  are not
         required to be, and are not,  filed with the  Securities  and  Exchange
         Commission  (the  "COMMISSION"),  either  as part of this  Registration
         Statement or as prospectuses or prospectus supplements pursuant to Rule
         424  under the  Securities  Act.  These  documents,  and the  documents
         incorporated by reference in this  Registration  Statement  pursuant to
         Item 3 of  Part II of this  Form  S-8,  taken  together,  constitute  a
         prospectus  that  meets  the  requirements  of  Section  10(a)  of  the
         Securities Act.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following  documents,  which have been filed by Essex Corporation
(the  "COMPANY")  with the Commission,  are  incorporated  in this  Registration
Statement by reference:

              (a) The  Company's  Annual  Report on Form 10-K for the year ended
December 31, 2005.

              (b) The Company's  Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2006 and June 30, 2006.

              (c) The  Company's  Current  Reports  on Form 8-K  filed on May 5,
2006, September 21, 2006, and October 4, 2006.

              (d) The  description  of the common stock,  no par value per share
(the "COMMON STOCK"), of the Company contained in its Registration  Statement on
Form 8-A,  filed with the  Commission  on June 3, 2003 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),  including
any amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

         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.  Any statement 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 (the "ACT") permits  indemnification
of directors and officers of a corporation under certain  conditions and subject
to certain limitations. Our Articles of Incorporation contain provisions for the
indemnification  of our directors and officers within the limitations  permitted
by the Act. In addition,  we have entered into indemnity  agreements with all of
our directors and officers which provide the maximum  indemnification allowed by
the Act.

                                      II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
         Reference is made to the attached Exhibit Index,  which is incorporated
by reference herein.

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 the  Registration  Statement (or most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement  is on  Form  S-8  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the 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.

                  (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 Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement

                                      II-2
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, 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  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 the City
of Columbia, State of Maryland, on November 3, 2006.

                         ESSEX CORPORATION

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

                                POWER OF ATTORNEY

Each officer and director whose signature appears below constitutes and appoints
Leonard  E.  Moodispaw  and Lisa G.  Jacobson,  or either of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her and in his or her 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 any subsequent  registration
statement  for the same  offering,  which may be filed  under Rule 462(b) 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 other or more of them,
as herein authorized.

In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  was signed by the  following  persons as of November 3,
2006 in the capacities indicated:

          Signatures                              Title
----------------------------      -------------------------------------------

/s/ Leonard E. Moodispaw          Chairman, President, Chief Executive Officer
----------------------------      and Director
LEONARD E. MOODISPAW              (principal executive officer)

/s/ Lisa G. Jacobson              Executive Vice President and Chief Financial
----------------------------      Officer
LISA G. JACOBSON                  (principal financial officer and principal
                                  accounting officer)

/s/ John G. Hannon
----------------------------
JOHN G. HANNON                    Director

                                      II-4
/s/ Robert H. Hicks
----------------------------
ROBERT H. HICKS                   Director

/s/ Ray Keeler
----------------------------
RAY KEELER                        Director

/s/ Anthony M. Johnson
----------------------------
ANTHONY M. JOHNSON                Director

/s/ Marie S. Minton
----------------------------
MARIE S. MINTON                   Director

/s/ Arthur L. Money
----------------------------
ARTHUR L. MONEY                   Director

/s/ Terry M. Turpin
----------------------------
TERRY M. TURPIN                   Director

                                      II-5
EXHIBIT INDEX

Exhibit
Number        Description

4.1        Specimen Stock Certificate (incorporated by reference to Exhibit 4.1
           to the Company's Registration Statement on Form S-2
           (File No. 333-61200)).

4.2        Essex Corporation New Employee Stock Inducement Plan.

5.1        Opinion of Hogan & Hartson LLP.

23.1       Consent of Opinion of Hogan & Hartson LLP (contained in Exhibit 5.1).

23.2       Consent of Stegman & Company.

24.1       Power of Attorney (See Signatures page).