(POMPAN, MURRAY, RUFFNER & WERFEL, P.L.C. LETTERHEAD)


                               December 11, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C.  20549

Re:  Filing of Registration Statement on
     Form S-8 of Halifax Corporation

Ladies and Gentlemen:

     On behalf of Halifax Corporation, a Virginia corporation (the "Company"),
we file herewith, in accordance with Regulation S-T, a Registration Statement
on Form S-8, relating to the registration of 280,000 shares of the Company's
Common Stock, par value $0.24 per share (the "Registered Shares").  The
Registered Shares may be held in the future under certain circumstances, by
certain stockholders of the Company pursuant to the Company's 1994 Key
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan.

     Payment of the registration fee in the amount of $832.49, calculated as
described on the facing page of the Registration Statement, was remitted on
Thursday, December 11, 1997 via wire transfer to the U.S. Treasury designated
lockbox depository at Mellon Bank, Pittsburgh, pursuant to 17 CFR 202.3a.

     Please contact the undersigned at (703) 548-2113 with any questions you
may have concerning this filing.

                              Very truly yours,

                              POMPAN, MURRAY, RUFFNER & WERFEL


                              s/Ernest L. Ruffner
                              Ernest L. Ruffner

ELR/psb
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON          , 1997

                                        Registration No.

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                       
                              HALIFAX CORPORATION
            (Exact name of registrant as specified in its charter)

     Virginia                                          95-2131929
(State or other jurisdiction of                        (I.R.S. Employer
or incorporation or organization)                      Identification Number)

               5250 Cherokee Avenue, Alexandria, Virginia  22312
             (Address of Principal Executive Offices)  (Zip Code)

1994 Key Employee Stock Option Plan and Non-Employee Directors Stock Option Plan
                           (Full title of the Plan)
                                       
                          Howard C. Mills, President
                          and Chief Executive Officer
                              Halifax Corporation
               5250 Cherokee Avenue, Alexandria, Virginia  22312
                                       
                       Copy to:  Ernest L. Ruffner, Esq.
                           209 North Patrick Street
                          Alexandria, Virginia  22314
                    (Name and Address of Agent for Service)
                                       
                                (703) 750-2202
           (Telephone Number, including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Title of                      Proposed       Proposed
securities       Amount       maximum        maximum        Amount of
to be            to be        offering       aggregate      registration
registered       registered   price per      offering       fee
                              unit (1)       price (1)
Common Stock     280,000      $9.8125        $2,747,500     $832.49
Par Value        shares
$.24
(1)  Determined solely for the purpose of computing the registration fee 
pursuant to Rule 457 based on the average of the high and low prices of the 
Registrant's common stock reported in the American Stock Exchange consolidated 
reporting system on December 8, 1997.
                                       
                                    PART I
                                       
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     This Registration Statement relates to up to 280,000 shares of common 
stock, par value $.24 per share, of Halifax Corporation (the "Company") 
issuable upon exercise of options granted pursuant to the Company's 1994 Key 
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan 
(the "Plans"). Documents containing the information specified in Form S-8 
promulgated by the Securities and Exchange Commission will be delivered to 
employees and directors pursuant to Rule 428 (b) (1).

Item 2.   Registrant Information and Employee Annual Plan Information.

     See response to Item 1 above.

                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                       
Item 3.   Incorporation of Documents by Reference.

     The following documents which have been filed with the Securities and
Exchange Commission are hereby incorporated by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997; Quarterly Reports on Form 10-Q for the quarters ended June 30,
1997 and September 30, 1997; and Current Report Form 8-K Amendment 2 dated 
April 1, 1996 and filed April 29, 1997.

     2.   The description of the Company's common stock contained in the
Company's registration statement for the common stock on Form S-18 dated 
June 29, 1983 filed with the Commission under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating the
description, and

     3.   All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the filing of the 
Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and prior 
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then 
remaining unsold.

Item 4.   Description of Securities.

     Not applicable. <PAGE>


Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares of common stock offered hereby has been passed
upon for the Company by Pompan, Murray, Ruffner & Werfel.  Ernest L. Ruffner,
Esq., a principal of Pompan, Murray, Ruffner & Werfel, is a Director and
Secretary of the Company.

Item 6.   Indemnification of Directors and Officers.

     Article 10 of the Virginia Stock Corporation Act ("VSCA") provides for
indemnification of officers and directors of the Company under certain
circumstances.  A Virginia corporation may indemnify an individual made a 
party to a proceeding because he is or was a director or officer against 
liability incurred in the proceeding if he (i) conducted himself in good 
faith, (ii) believed that his conduct (a) was in the best interest of the 
corporation, in thecase of conduct in his official capacity with the 
corporation or (b) was at least not opposed to the best interest of the 
corporation, in the case of all other conduct and (iii) in the case of any 
criminal proceeding, had no reasonable cause to believe his conduct was 
unlawful.  Notwithstanding the foregoing, a Virginia corporation may not 
indemnify a director or officer if (i) in connection with a proceeding by or
in the right of the corporation, he was adjudged liable to the corporation 
or (ii) in connection with any other proceeding charging improper personal 
benefit to him (whether or not involving action in his official capacity), he 
was adjudged liable on the basis that personal benefit was improperly 
received by him.

     The By-Laws of the Company (the "By-Laws") limit the liability of an 
officer or director of the Company arising out of a single transaction, 
occurrence or course of conduct to $100.00 in every instance permitted by 
the VSCA.  The By-Laws provide that the Company shall indemnify any 
individual who is, was or is threatened to be made a party to a proceeding 
(including a proceeding by or inthe right of the Company) because he is or 
was a director or officer of the Company or is or was serving the Company 
or any other legal entity in any capacity at the request of the Company 
while a director or officer of the Company, against all liabilities and 
reasonable expenses incurred in such proceeding, unless incurred because of
his willful misconduct or knowing violation of criminal law.

     As authorized by the By-Laws, the Company has purchased and maintained
insurance (within limits and subject to certain exclusions) against 
liabilities it may have under the indemnification provisions of the By-Laws 
or to protect any officer, director or other person eligible for i
ndemnification against liabilities incurred in connection with their service 
to the Company.

     The foregoing represents a summary of the general effect of the VSCA, 
the By-Laws and the Company's directors and officers liability insurance 
coverage for purposes of general description only.

Item 7.   Exemption from Registration Claimed.

     Not applicable.
<PAGE>

Item 8.   Exhibits.

Exhibit Number Description

4.1  Articles of Incorporation (incorporated by reference to Exhibit 3.1 to 
the Company's Annual Report on Form 10-K for the year ended March 31, 1995).

4.2  Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended March 31, 1995).

5    Opinion of Pompan, Murray, Ruffner & Werfel

23.1 Consent of Ernst & Young LLP

23.2 Consent of Pompan, Murray, Ruffner & Werfel (included as a part of 
     Exhibit 5).

24   Powers of Attorney (included as a part of signature pages).

Item 9.   Undertakings.

     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 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 the registration statement;

     (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment, and each filing 
of the Company's annual report pursuant to Section 13(a) or Section 15(d) 
that is incorporated by reference in the 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;

     (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;

     (4)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Company pursuant to the provisions of the Bylaws 
of the Company and the provisions of Virginia law described under Item 6 
above, the Company has been advised that in the opinion of the Securities 
and Exchange Commission such indemnification is against public policy as 
expressed in the Act, and is, therefore, unenforceable.  In the event that 
a claim for indemnification against such liabilities (other than the payment 
by the Company of expenses incurred or paid by a director, officer or 
controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Alexandria, State of Virginia, on 
December 10, 1997.

                                        HALIFAX CORPORATION



                                        By: s/Howard C. Mills
                                              Howard C. Mills
                                              President and Chief
                                              Executive Officer

                               POWER OF ATTORNEY
                                       
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard C. Mills his attorney-in-fact, with full
power of substitution, for him and in his name, place and stead, in any and 
all capacities, to sign any amendments, including post-effective amendments, 
to this registration statement, and to file the same, with exhibits thereto 
and other documents in connection therewith, with the Securities and Exchange 
Commission, hereby ratifying and confirming all that said attorney-in-fact, 
or his substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the Securities Act of 1933, this registration statement has 
been signed by the following persons in the capacities and on the dates 
indicated:


Signature                Title                              Date



s/Howard C. Mills        President and Chief                December  8, 1997
Howard C. Mills          Executive Officer
                         (Principal Executive Officer)
                         and Director




s/John D. D'Amore        Vice President, Treasurer and      December 8, 1997
John D. D'Amore          Controller (Principal Accounting
                         and Financial Officer)



s/Arch C. Scurlock *          Director                      December 8, 1997
Arch C. Scurlock



s/John H. Grover *            Director                      December 8, 1997
John H. Grover



s/Ernest L. Ruffner           Director                      December 8, 1997
Ernest L. Ruffner



                               Director
Clifford M. Hardin



                               Director
Alvin E. Nashman



                               Director
John M. Toups




*By:  s/Ernest L. Ruffner
     Ernest L. Ruffner
     as Attorney-in-Fact

<PAGE>
                                       
                                       
                                       
                                       
                                       
                                 EXHIBIT INDEX
                                       
                                       
                                                              Paper (P) or
Exhibit             Description of Exhibit                  Electronic (E)

 4.1           Articles of Incorporation, as amended.(In-        --
               corporated by reference to Exhibit 3.1 of
               the Company's Annual Report on Form 10-K
               for the year ended March 31, 1995.)

 4.2           By-Laws, as amended.  (Incorporated by            --
               reference to Exhibit 3.2 of the Company's
               Annual Report on Form 10-K for the year
               ended March 31, 1995.)

 5             Opinion of legal counsel regarding legality       E
               of securities being registered.

23.1           Consent of Ernst & Young LLP,
               Independent Auditors                              E

23.2           Consent of Ernest L. Ruffner, Esq. - See          --
               Exhibit (5).

24             Powers of Attorney.                               E


<PAGE>
                                                  Exhibit 5


             (POMPAN, MURRAY, RUFFNER & WERFEL, P.L.C. LETTERHEAD)
                                       
                                       
                               December 10, 1997

Halifax Corporation
5250 Cherokee Avenue
Alexandria, Virginia  22312

     Re:  Halifax Corporation Registration
          Statement on Form S-8

Ladies and Gentlemen:

     I am General Counsel and Secretary of Halifax Corporation, a Virginia
corporation (the "Company").  This opinion is being furnished in accordance
with the requirements of Item 601(b) (5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act") in connection with the
registration on Form S-8 by the Company of 280,000 shares (the "Offered
Shares") of the Company's common stock, par value $0.24 per share (the "Common
Stock").  The Offered Shares are to be issued, subject to certain conditions,
pursuant to the Plans (as defined below) to the Plan participants. The Plans
are not subject to the requirements of ERISA.

     In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") on or about December 10,
1997 under the Act; (ii) a specimen certificate representing the Common Stock;
(iii) the Articles of Incorporation of the Company, as presently in effect;
(iv) the By-Laws of the Company, as presently in effect; (v) certain
resolutions of the Board of Directors of the Company relating to the issuance
of the Offered Shares and related matters and (vi) the Company's 1994 Key
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan.  I
have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such records of the Company and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.

     I am admitted to the bar in the Commonwealth of Virginia, and I do not
express any opinion as to the laws of any other jurisdiction.

     Based upon and subject to the foregoing, I am of the opinion that when
(i) the Registration Statement becomes effective, (ii) certificates
representing the Offered Shares in the form of the specimen certificate
examined by me are duly executed, countersigned, registered and delivered to
the Plan beneficiaries in accordance with the Plan and (iii) the Offered
Shares

<PAGE>

Halifax Corporation
December 10, 1997
Page 2


are sold pursuant to the Registration Statement, the Offered Shares will be
validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement.

                              Very truly yours,

                              POMPAN, MURRAY, RUFFNER & WERFEL


                              s/Ernest L. Ruffner
                              Ernest L. Ruffner

ELR/psb

<PAGE>
                                                       Exhibit 23.1



              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We  consent  to  the  incorporation  by  reference  in  Halifax  Corporation's
Registration  Statement (Form S-8) pertaining to the Halifax Corporation  1994
Key Employee Stock Option Plan and Non-Employee Directors Stock Option Plan of
our  report  dated  June 13, 1997, with respect to the consolidated  financial
statements  and schedule of Halifax Corporation included in its Annual  Report
(Form  10-K) for the year ended March 31, 1997, filed with the Securities  and
Exchange Commission.


                                        /s/ ERNST & YOUNG LLP

Washington, DC
December 5, 1997


<PAGE>
                                                      Exhibit 24
                                       
                                       
                                       
                                       
                                       
                                    FORM OF
                                       
                              HALIFAX CORPORATION
                                       
                               POWER OF ATTORNEY
                                       
                                       
     KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, John H.
Grover of Washington, D.C. as a director of Halifax Corporation, a Virginia
corporation, do hereby nominate, constitute and appoint Howard C. Mills and
Ernest L. Ruffner, or either one or both of them, my true and lawful attorneys-
in-fact and agents to do any and all acts and things and execute any and all
instruments which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of the said documents to enable
Halifax Corporation to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended (the "Securities Act"), and any
requirement of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of common stock of
said Halifax Corporation including, specifically, but without limitation
thereof, full power and authority to sign my name as director and/or officer
of said Halifax Corporation to a registration statement on Form S-8 covering
such common stock and to any amendments to said registration statement, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this    day of November,
1997.



                                   s/John H. Grover
                                   John H. Grover

<PAGE>
                                                      Exhibit 24
                                       
                                       
                                       
                                       
                                       
                                    FORM OF
                                       
                              HALIFAX CORPORATION
                                       
                               POWER OF ATTORNEY
                                       
                                       
     KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, Arch C.
Scurlock of Washington, D.C. as a director of Halifax Corporation, a Virginia
corporation, do hereby nominate, constitute and appoint Howard C. Mills and
Ernest L. Ruffner, or either one or both of them, my true and lawful attorneys-
in-fact and agents to do any and all acts and things and execute any and all
instruments which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of the said documents to enable
Halifax Corporation to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended (the "Securities Act"), and any
requirement of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of common stock of
said Halifax Corporation including, specifically, but without limitation
thereof, full power and authority to sign my name as director and/or officer
of said Halifax Corporation to a registration statement on Form S-8 covering
such common stock and to any amendments to said registration statement, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this    day of November,
1997.



                                   s/Arch C. Scurlock
                                   Arch C. Scurlock
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24469}]
{"company-data": {"conformed-name": "HALIFAX CORP", "cik": "0000720671", "assigned-sic": "7370", "irs-number": "540829246", "state-of-incorporation": "VA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41995", "film-number": "97736304"}, "business-address": {"street1": "5250 CHEROKEE AVE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312", "phone": "7037502202"}, "mail-address": {"street1": "5250 CHEROKEE AVENUE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312"}, "former-company": {"former-conformed-name": "HALIFAX ENGINEERING INC/VA", "date-changed": "19911204"}}
(POMPAN, MURRAY, RUFFNER & WERFEL, P.L.C. LETTERHEAD)

                               December 11, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C.  20549

Re:  Filing of Registration Statement on
     Form S-8 of Halifax Corporation

Ladies and Gentlemen:

     On behalf of Halifax Corporation, a Virginia corporation (the "Company"),
we file herewith, in accordance with Regulation S-T, a Registration Statement
on Form S-8, relating to the registration of 280,000 shares of the Company's
Common Stock, par value $0.24 per share (the "Registered Shares").  The
Registered Shares may be held in the future under certain circumstances, by
certain stockholders of the Company pursuant to the Company's 1994 Key
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan.

     Payment of the registration fee in the amount of $832.49, calculated as
described on the facing page of the Registration Statement, was remitted on
Thursday, December 11, 1997 via wire transfer to the U.S. Treasury designated
lockbox depository at Mellon Bank, Pittsburgh, pursuant to 17 CFR 202.3a.

     Please contact the undersigned at (703) 548-2113 with any questions you
may have concerning this filing.

                              Very truly yours,

                              POMPAN, MURRAY, RUFFNER & WERFEL

                              s/Ernest L. Ruffner
                              Ernest L. Ruffner

ELR/psb
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON          , 1997

                                        Registration No.

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                       
                              HALIFAX CORPORATION
            (Exact name of registrant as specified in its charter)

     Virginia                                          95-2131929
(State or other jurisdiction of                        (I.R.S. Employer
or incorporation or organization)                      Identification Number)

               5250 Cherokee Avenue, Alexandria, Virginia  22312
             (Address of Principal Executive Offices)  (Zip Code)

1994 Key Employee Stock Option Plan and Non-Employee Directors Stock Option Plan
                           (Full title of the Plan)
                                       
                          Howard C. Mills, President
                          and Chief Executive Officer
                              Halifax Corporation
               5250 Cherokee Avenue, Alexandria, Virginia  22312
                                       
                       Copy to:  Ernest L. Ruffner, Esq.
                           209 North Patrick Street
                          Alexandria, Virginia  22314
                    (Name and Address of Agent for Service)
                                       
                                (703) 750-2202
           (Telephone Number, including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Title of                      Proposed       Proposed
securities       Amount       maximum        maximum        Amount of
to be            to be        offering       aggregate      registration
registered       registered   price per      offering       fee
                              unit (1)       price (1)
Common Stock     280,000      $9.8125        $2,747,500     $832.49
Par Value        shares
$.24
(1)  Determined solely for the purpose of computing the registration fee 
pursuant to Rule 457 based on the average of the high and low prices of the 
Registrant's common stock reported in the American Stock Exchange consolidated 
reporting system on December 8, 1997.
                                       
                                    PART I
                                       
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     This Registration Statement relates to up to 280,000 shares of common 
stock, par value $.24 per share, of Halifax Corporation (the "Company") 
issuable upon exercise of options granted pursuant to the Company's 1994 Key 
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan 
(the "Plans"). Documents containing the information specified in Form S-8 
promulgated by the Securities and Exchange Commission will be delivered to 
employees and directors pursuant to Rule 428 (b) (1).

Item 2.   Registrant Information and Employee Annual Plan Information.

     See response to Item 1 above.

                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                       
Item 3.   Incorporation of Documents by Reference.

     The following documents which have been filed with the Securities and
Exchange Commission are hereby incorporated by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997; Quarterly Reports on Form 10-Q for the quarters ended June 30,
1997 and September 30, 1997; and Current Report Form 8-K Amendment 2 dated 
April 1, 1996 and filed April 29, 1997.

     2.   The description of the Company's common stock contained in the
Company's registration statement for the common stock on Form S-18 dated 
June 29, 1983 filed with the Commission under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating the
description, and

     3.   All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the filing of the 
Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and prior 
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then 
remaining unsold.

Item 4.   Description of Securities.

     Not applicable.
Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares of common stock offered hereby has been passed
upon for the Company by Pompan, Murray, Ruffner & Werfel.  Ernest L. Ruffner,
Esq., a principal of Pompan, Murray, Ruffner & Werfel, is a Director and
Secretary of the Company.

Item 6.   Indemnification of Directors and Officers.

     Article 10 of the Virginia Stock Corporation Act ("VSCA") provides for
indemnification of officers and directors of the Company under certain
circumstances.  A Virginia corporation may indemnify an individual made a 
party to a proceeding because he is or was a director or officer against 
liability incurred in the proceeding if he (i) conducted himself in good 
faith, (ii) believed that his conduct (a) was in the best interest of the 
corporation, in thecase of conduct in his official capacity with the 
corporation or (b) was at least not opposed to the best interest of the 
corporation, in the case of all other conduct and (iii) in the case of any 
criminal proceeding, had no reasonable cause to believe his conduct was 
unlawful.  Notwithstanding the foregoing, a Virginia corporation may not 
indemnify a director or officer if (i) in connection with a proceeding by or
in the right of the corporation, he was adjudged liable to the corporation 
or (ii) in connection with any other proceeding charging improper personal 
benefit to him (whether or not involving action in his official capacity), he 
was adjudged liable on the basis that personal benefit was improperly 
received by him.

     The By-Laws of the Company (the "By-Laws") limit the liability of an 
officer or director of the Company arising out of a single transaction, 
occurrence or course of conduct to $100.00 in every instance permitted by 
the VSCA.  The By-Laws provide that the Company shall indemnify any 
individual who is, was or is threatened to be made a party to a proceeding 
(including a proceeding by or inthe right of the Company) because he is or 
was a director or officer of the Company or is or was serving the Company 
or any other legal entity in any capacity at the request of the Company 
while a director or officer of the Company, against all liabilities and 
reasonable expenses incurred in such proceeding, unless incurred because of
his willful misconduct or knowing violation of criminal law.

     As authorized by the By-Laws, the Company has purchased and maintained
insurance (within limits and subject to certain exclusions) against 
liabilities it may have under the indemnification provisions of the By-Laws 
or to protect any officer, director or other person eligible for i
ndemnification against liabilities incurred in connection with their service 
to the Company.

     The foregoing represents a summary of the general effect of the VSCA, 
the By-Laws and the Company's directors and officers liability insurance 
coverage for purposes of general description only.

Item 7.   Exemption from Registration Claimed.

     Not applicable.
Item 8.   Exhibits.

Exhibit Number Description

4.1  Articles of Incorporation (incorporated by reference to Exhibit 3.1 to 
the Company's Annual Report on Form 10-K for the year ended March 31, 1995).

4.2  Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended March 31, 1995).

5    Opinion of Pompan, Murray, Ruffner & Werfel

23.1 Consent of Ernst & Young LLP

23.2 Consent of Pompan, Murray, Ruffner & Werfel (included as a part of 
     Exhibit 5).

24   Powers of Attorney (included as a part of signature pages).

Item 9.   Undertakings.

     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 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 the registration statement;

     (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment, and each filing 
of the Company's annual report pursuant to Section 13(a) or Section 15(d) 
that is incorporated by reference in the 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;

     (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;

     (4)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Company pursuant to the provisions of the Bylaws 
of the Company and the provisions of Virginia law described under Item 6 
above, the Company has been advised that in the opinion of the Securities 
and Exchange Commission such indemnification is against public policy as 
expressed in the Act, and is, therefore, unenforceable.  In the event that 
a claim for indemnification against such liabilities (other than the payment 
by the Company of expenses incurred or paid by a director, officer or 
controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Alexandria, State of Virginia, on 
December 10, 1997.

                                        HALIFAX CORPORATION

                                        By: s/Howard C. Mills
                                              Howard C. Mills
                                              President and Chief
                                              Executive Officer

                               POWER OF ATTORNEY
                                       
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard C. Mills his attorney-in-fact, with full
power of substitution, for him and in his name, place and stead, in any and 
all capacities, to sign any amendments, including post-effective amendments, 
to this registration statement, and to file the same, with exhibits thereto 
and other documents in connection therewith, with the Securities and Exchange 
Commission, hereby ratifying and confirming all that said attorney-in-fact, 
or his substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the Securities Act of 1933, this registration statement has 
been signed by the following persons in the capacities and on the dates 
indicated:

Signature                Title                              Date

s/Howard C. Mills        President and Chief                December  8, 1997
Howard C. Mills          Executive Officer
                         (Principal Executive Officer)
                         and Director

s/John D. D'Amore        Vice President, Treasurer and      December 8, 1997
John D. D'Amore          Controller (Principal Accounting
                         and Financial Officer)

s/Arch C. Scurlock *          Director                      December 8, 1997
Arch C. Scurlock

s/John H. Grover *            Director                      December 8, 1997
John H. Grover

s/Ernest L. Ruffner           Director                      December 8, 1997
Ernest L. Ruffner

                               Director
Clifford M. Hardin

                               Director
Alvin E. Nashman

                               Director
John M. Toups

*By:  s/Ernest L. Ruffner
     Ernest L. Ruffner
     as Attorney-in-Fact
EXHIBIT INDEX
                                       
                                       
                                                              Paper (P) or
Exhibit             Description of Exhibit                  Electronic (E)

 4.1           Articles of Incorporation, as amended.(In-        --
               corporated by reference to Exhibit 3.1 of
               the Company's Annual Report on Form 10-K
               for the year ended March 31, 1995.)

 4.2           By-Laws, as amended.  (Incorporated by            --
               reference to Exhibit 3.2 of the Company's
               Annual Report on Form 10-K for the year
               ended March 31, 1995.)

 5             Opinion of legal counsel regarding legality       E
               of securities being registered.

23.1           Consent of Ernst & Young LLP,
               Independent Auditors                              E

23.2           Consent of Ernest L. Ruffner, Esq. - See          --
               Exhibit (5).

24             Powers of Attorney.                               E
Exhibit 5

             (POMPAN, MURRAY, RUFFNER & WERFEL, P.L.C. LETTERHEAD)
                                       
                                       
                               December 10, 1997

Halifax Corporation
5250 Cherokee Avenue
Alexandria, Virginia  22312

     Re:  Halifax Corporation Registration
          Statement on Form S-8

Ladies and Gentlemen:

     I am General Counsel and Secretary of Halifax Corporation, a Virginia
corporation (the "Company").  This opinion is being furnished in accordance
with the requirements of Item 601(b) (5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act") in connection with the
registration on Form S-8 by the Company of 280,000 shares (the "Offered
Shares") of the Company's common stock, par value $0.24 per share (the "Common
Stock").  The Offered Shares are to be issued, subject to certain conditions,
pursuant to the Plans (as defined below) to the Plan participants. The Plans
are not subject to the requirements of ERISA.

     In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") on or about December 10,
1997 under the Act; (ii) a specimen certificate representing the Common Stock;
(iii) the Articles of Incorporation of the Company, as presently in effect;
(iv) the By-Laws of the Company, as presently in effect; (v) certain
resolutions of the Board of Directors of the Company relating to the issuance
of the Offered Shares and related matters and (vi) the Company's 1994 Key
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan.  I
have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such records of the Company and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.

     I am admitted to the bar in the Commonwealth of Virginia, and I do not
express any opinion as to the laws of any other jurisdiction.

     Based upon and subject to the foregoing, I am of the opinion that when
(i) the Registration Statement becomes effective, (ii) certificates
representing the Offered Shares in the form of the specimen certificate
examined by me are duly executed, countersigned, registered and delivered to
the Plan beneficiaries in accordance with the Plan and (iii) the Offered
Shares
Halifax Corporation
December 10, 1997
Page 2

are sold pursuant to the Registration Statement, the Offered Shares will be
validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement.

                              Very truly yours,

                              POMPAN, MURRAY, RUFFNER & WERFEL

                              s/Ernest L. Ruffner
                              Ernest L. Ruffner

ELR/psb
Exhibit 23.1

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We  consent  to  the  incorporation  by  reference  in  Halifax  Corporation's
Registration  Statement (Form S-8) pertaining to the Halifax Corporation  1994
Key Employee Stock Option Plan and Non-Employee Directors Stock Option Plan of
our  report  dated  June 13, 1997, with respect to the consolidated  financial
statements  and schedule of Halifax Corporation included in its Annual  Report
(Form  10-K) for the year ended March 31, 1997, filed with the Securities  and
Exchange Commission.

                                        /s/ ERNST & YOUNG LLP

Washington, DC
December 5, 1997
Exhibit 24
                                       
                                       
                                       
                                       
                                       
                                    FORM OF
                                       
                              HALIFAX CORPORATION
                                       
                               POWER OF ATTORNEY
                                       
                                       
     KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, John H.
Grover of Washington, D.C. as a director of Halifax Corporation, a Virginia
corporation, do hereby nominate, constitute and appoint Howard C. Mills and
Ernest L. Ruffner, or either one or both of them, my true and lawful attorneys-
in-fact and agents to do any and all acts and things and execute any and all
instruments which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of the said documents to enable
Halifax Corporation to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended (the "Securities Act"), and any
requirement of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of common stock of
said Halifax Corporation including, specifically, but without limitation
thereof, full power and authority to sign my name as director and/or officer
of said Halifax Corporation to a registration statement on Form S-8 covering
such common stock and to any amendments to said registration statement, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this    day of November,
1997.

                                   s/John H. Grover
                                   John H. Grover
Exhibit 24
                                       
                                       
                                       
                                       
                                       
                                    FORM OF
                                       
                              HALIFAX CORPORATION
                                       
                               POWER OF ATTORNEY
                                       
                                       
     KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, Arch C.
Scurlock of Washington, D.C. as a director of Halifax Corporation, a Virginia
corporation, do hereby nominate, constitute and appoint Howard C. Mills and
Ernest L. Ruffner, or either one or both of them, my true and lawful attorneys-
in-fact and agents to do any and all acts and things and execute any and all
instruments which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of the said documents to enable
Halifax Corporation to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended (the "Securities Act"), and any
requirement of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of common stock of
said Halifax Corporation including, specifically, but without limitation
thereof, full power and authority to sign my name as director and/or officer
of said Halifax Corporation to a registration statement on Form S-8 covering
such common stock and to any amendments to said registration statement, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this    day of November,
1997.

                                   s/Arch C. Scurlock
                                   Arch C. Scurlock