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
                            2004 STOCK INCENTIVE 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            500,000           $19.51         $9,755,000       $1,043.79
========================================================================================
<FN>
(1)  Represents  the number of  additional  shares that may be issued  under the
     Essex Corporation 2004 Stock Incentive Plan, as amended (the "Plan").  This
     Registration  Statement also registers such  additional and  indeterminable
     number of shares as may become  issuable  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  Rule 416(a) under the
     Securities Act of 1933, as amended. 1,000,000 shares available for issuance
     under the Plan were  registered on a Registration  Statement on Form S-8 on
     September  27,  2004  (Registration  No.  333-119292)  and  300,000  shares
     available for issuance  under the Plan were  registered  on a  Registration
     Statement on Form S-8 on October 5, 2005 (Registration No. 333-128826).

(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
     aggregate  maximum  offering price have been determined on the basis of the
     high and low prices  quoted on Nasdaq  Global Market on November 1, 2006 of
     $19.88 and $19.13 per share, respectively.
</FN>
</TABLE>


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


This  Registration  Statement  relates  to  the  Essex  Corporation  2004  Stock
Incentive Plan, as amended (the "Plan").  1,000,000  shares of the  Registrant's
Common Stock issuable pursuant to the Plan have been previously  registered on a
Registration  Statement on Form S-8  (Registration  No.  333-119292) and 300,000
shares of the Registrant's  Common Stock issuable pursuant to the Plan have been
previously registered on a Registration  Statement on Form S-8 (Registration No.
333-128826),  filed October 5, 2005. In accordance with General Instruction E to
Form S-8 under the  Securities  Act of 1933,  as amended,  the  contents of such
Registration  Statements are incorporated  herein by reference.  On February 23,
2006, the Registrant's Board of Directors approved an increase of 500,000 shares
of Common  Stock  issuable  under the Plan and on June 22, 2006,  the  Company's
stockholders  approved  such  increase,  bringing  the  total  number  of shares
authorized for sale thereunder to 1,800,000. This Registration Statement relates
to such additional 500,000 shares.

ITEM 8.  EXHIBITS.

5.1      Opinion of Hogan & Hartson LLP.

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

23.2     Consent of Stegman & Company.

24.1     Power of Attorney (See Signatures page).



<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 October 31, 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.



<PAGE>



In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
registration  statement  was signed by the  following  persons as of October 31,
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


/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



<PAGE>




                                INDEX TO EXHIBITS



EXHIBIT
NUMBER               DESCRIPTION

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": "forms8stkpln04.txt", "description": "FORM S-8 REG STATEMENT 2004 STOCK PLAN AMEND 500K", "secsgml_size_bytes": 9056}]
{"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": "333-138423", "film-number": "061187395"}, "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
                            2004 STOCK INCENTIVE 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            500,000           $19.51         $9,755,000       $1,043.79
========================================================================================
(1)  Represents  the number of  additional  shares that may be issued  under the
     Essex Corporation 2004 Stock Incentive Plan, as amended (the "Plan").  This
     Registration  Statement also registers such  additional and  indeterminable
     number of shares as may become  issuable  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  Rule 416(a) under the
     Securities Act of 1933, as amended. 1,000,000 shares available for issuance
     under the Plan were  registered on a Registration  Statement on Form S-8 on
     September  27,  2004  (Registration  No.  333-119292)  and  300,000  shares
     available for issuance  under the Plan were  registered  on a  Registration
     Statement on Form S-8 on October 5, 2005 (Registration No. 333-128826).

(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
     aggregate  maximum  offering price have been determined on the basis of the
     high and low prices  quoted on Nasdaq  Global Market on November 1, 2006 of
     $19.88 and $19.13 per share, respectively.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This  Registration  Statement  relates  to  the  Essex  Corporation  2004  Stock
Incentive Plan, as amended (the "Plan").  1,000,000  shares of the  Registrant's
Common Stock issuable pursuant to the Plan have been previously  registered on a
Registration  Statement on Form S-8  (Registration  No.  333-119292) and 300,000
shares of the Registrant's  Common Stock issuable pursuant to the Plan have been
previously registered on a Registration  Statement on Form S-8 (Registration No.
333-128826),  filed October 5, 2005. In accordance with General Instruction E to
Form S-8 under the  Securities  Act of 1933,  as amended,  the  contents of such
Registration  Statements are incorporated  herein by reference.  On February 23,
2006, the Registrant's Board of Directors approved an increase of 500,000 shares
of Common  Stock  issuable  under the Plan and on June 22, 2006,  the  Company's
stockholders  approved  such  increase,  bringing  the  total  number  of shares
authorized for sale thereunder to 1,800,000. This Registration Statement relates
to such additional 500,000 shares.

ITEM 8.  EXHIBITS.

5.1      Opinion of Hogan & Hartson LLP.

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

23.2     Consent of Stegman & Company.

24.1     Power of Attorney (See Signatures 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 October 31, 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 October 31,
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

/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
INDEX TO EXHIBITS

EXHIBIT
NUMBER               DESCRIPTION

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).