SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


                          Date of Report: June 7, 2004


                                ESSEX CORPORATION
             (Exact name of Registrant as specified in its charter)



                          Commission File No. 0-10772


         Virginia                                                    54-0846569
(State or other jurisdiction of                           (IRS Employer ID No.)
incorporation or organization)



         9150 Guilford Road
         Columbia, Maryland                                          21046-2306
(Address of principal executive office)                              (Zip Code)



Registrant's telephone number, including area code:              (301) 939-7000





                                ESSEX CORPORATION




ITEM 5. OTHER EVENTS

         On June 7, 2004, Essex  Corporation  issued a press release  announcing
that it has entered into a definitive  agreement to acquire  Performance  Group,
Inc. (PGI) of Fredericksburg, Virginia. A copy of the Registrant's press release
is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

   (c)    Exhibits

          99.1   Press Release dated June 7, 2004, issued by Essex Corporation.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                ESSEX CORPORATION
                                  (Registrant)


                                /S/ LEONARD E. MOODISPAW
                                -----------------------------
DATE:  June 7, 2004             Leonard E. Moodispaw
                                President and CEO






                                  EXHIBIT INDEX


Exhibit
NUMBER       DESCRIPTION


99.1         Press Release dated June 7, 2004, issued by Essex Corporation.