As filed with the Securities and Exchange Commission on March 16, 2001
                                                  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 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
                 2000 STOCK OPTION AND APPRECIATION RIGHTS PLAN
                        NON PLAN STOCK OPTION AGREEMENTS
                            (Full title of the plan)
                      ------------------------------------

   Leonard E. Moodispaw, Esquire                         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>
                              Amount          Proposed maximum         Proposed maximum
Title of securities           to be           offering price           aggregate                  Amount of
to be registered            registered        per share (2)            offering price (2)         registration fee (2)
------------------          ----------        -----------------        ------------------         --------------------

Plan Options
------------
Common Stock (no par
<S>                         <C>                <C>     <C>              <C>                          <C>
value per share)            300,000(1)         $  3.44 (2)              $  1,032,000                 $ 258

Non Plan Options
----------------
Common Stock (no par
value per share)            450,000            $  3.44 (2)              $  1,548,000                  $387
                            -------                                     ------------             ---------

      Totals                750,000                                     $  2,580,000                  $645
                            =======                                     ============             =========
<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 March 14, 2001 of $3.63 and $3.25 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

[FN]
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.
</FN>


<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 Company's Annual Report on Form 10-KSB for the year ended
December 26, 1999.

        (b)   The Company's Quarterly  Reports on Form 10-Q for the quarters
ended March 26, 2000, June 25, 2000 and September 24, 2000.

        (c)   The Company's Current Report on Form 8-K dated September 20, 2000.

        (d) 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, and amendments  thereto are incorporated by reference  pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (e) All  documents  filed by the Company  pursuant  to Sections  13(a),
13(c),  14 and  15(d)  of the  Exchange  Act  subsequent  to the  date  of  this
Prospectus 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,  shall  be  deemed  to be  incorporated  by
reference in this  Prospectus 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 Prospectus 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 Prospectus.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.


                                      II-1
<PAGE>


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.  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 all 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

                                      II-2
<PAGE>

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 March 15, 2001.

                                       ESSEX CORPORATION

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

                                POWER OF ATTORNEY

         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             March 15, 2001
----------------------
H. Jeffrey Leonard

/s/ Leonard E. Moodispaw     President, Chief Executive        March 15, 2001
------------------------
Leonard E. Moodispaw         Officer, Chief Operating
                             Officer and Director
                             (principal executive officer)

/s/ Joseph R. Kurry, Jr.     Chief Financial Officer           March 15, 2001
------------------------
Joseph R. Kurry, Jr.         (principal financial and
                             accounting officer)

/s/ John G. Hannon           Director                          March 15, 2001
------------------
John G. Hannon

/s/ Robert W. Hicks          Director                          March 15, 2001
-------------------
Robert W. Hicks

/s/ Ray M. Keeler            Director                          March 15, 2001
-----------------
Ray M. Keeler

                                      II-4
<PAGE>

/s/ Frank E. Manning         Director                          March 15, 2001
--------------------
Frank E. Manning

/s/ Marie S. Minton          Director                          March 15, 2001
-------------------
Marie S. Minton

/s/ Caroline S. Pisano       Director                          March 15, 2001
----------------------
Caroline S. Pisano

/s/ Terry M. Turpin          Director                          March 15, 2001
-------------------
Terry M. Turpin

                                      II-5
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number    Description
------    -----------
4.1       Essex Corporation 2000 Stock Option and Appreciation Rights Plan

4.2       Form of Non Plan Stock Option Agreement

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 Page II-4)







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


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 15079}]
{"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": "333-57122", "film-number": "1570052"}, "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 March 16, 2001
                                                  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 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
                 2000 STOCK OPTION AND APPRECIATION RIGHTS PLAN
                        NON PLAN STOCK OPTION AGREEMENTS
                            (Full title of the plan)
                      ------------------------------------

   Leonard E. Moodispaw, Esquire                         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
Amount          Proposed maximum         Proposed maximum
Title of securities           to be           offering price           aggregate                  Amount of
to be registered            registered        per share (2)            offering price (2)         registration fee (2)
------------------          ----------        -----------------        ------------------         --------------------

Plan Options
------------
Common Stock (no par
value per share)            300,000(1)         $  3.44 (2)              $  1,032,000                 $ 258

Non Plan Options
----------------
Common Stock (no par
value per share)            450,000            $  3.44 (2)              $  1,548,000                  $387
                            -------                                     ------------             ---------

      Totals                750,000                                     $  2,580,000                  $645
                            =======                                     ============             =========
(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 March 14, 2001 of $3.63 and $3.25 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

[FN]
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 Company's Annual Report on Form 10-KSB for the year ended
December 26, 1999.

        (b)   The Company's Quarterly  Reports on Form 10-Q for the quarters
ended March 26, 2000, June 25, 2000 and September 24, 2000.

        (c)   The Company's Current Report on Form 8-K dated September 20, 2000.

        (d) 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, and amendments  thereto are incorporated by reference  pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (e) All  documents  filed by the Company  pursuant  to Sections  13(a),
13(c),  14 and  15(d)  of the  Exchange  Act  subsequent  to the  date  of  this
Prospectus 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,  shall  be  deemed  to be  incorporated  by
reference in this  Prospectus 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 Prospectus 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 Prospectus.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

                                      II-1
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.  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 all 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

                                      II-2
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 March 15, 2001.

                                       ESSEX CORPORATION

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

                                POWER OF ATTORNEY

         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             March 15, 2001
----------------------
H. Jeffrey Leonard

/s/ Leonard E. Moodispaw     President, Chief Executive        March 15, 2001
------------------------
Leonard E. Moodispaw         Officer, Chief Operating
                             Officer and Director
                             (principal executive officer)

/s/ Joseph R. Kurry, Jr.     Chief Financial Officer           March 15, 2001
------------------------
Joseph R. Kurry, Jr.         (principal financial and
                             accounting officer)

/s/ John G. Hannon           Director                          March 15, 2001
------------------
John G. Hannon

/s/ Robert W. Hicks          Director                          March 15, 2001
-------------------
Robert W. Hicks

/s/ Ray M. Keeler            Director                          March 15, 2001
-----------------
Ray M. Keeler

                                      II-4
/s/ Frank E. Manning         Director                          March 15, 2001
--------------------
Frank E. Manning

/s/ Marie S. Minton          Director                          March 15, 2001
-------------------
Marie S. Minton

/s/ Caroline S. Pisano       Director                          March 15, 2001
----------------------
Caroline S. Pisano

/s/ Terry M. Turpin          Director                          March 15, 2001
-------------------
Terry M. Turpin

                                      II-5
EXHIBIT INDEX

Exhibit
Number    Description
------    -----------
4.1       Essex Corporation 2000 Stock Option and Appreciation Rights Plan

4.2       Form of Non Plan Stock Option Agreement

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 Page II-4)

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

                                      II-6