SecProbe.io

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						June 27, 2005

Mail Stop 70-10

Mr. Leonard E. Moodispaw
President and Chief Executive Officer
Essex Corporation
6708 Alexander Bell Drive
Columbia, Maryland 21046

RE:	Essex Corporation
	Registration Statement on Form S-3
	Filed on June 20, 2005
	File No.:  333-125951

Dear Mr. Moodispaw:

	We have limited our review of your filing to the disclosures
contained in the Certifications filed as Exhibit 31.1 and Exhibit
31.2 to the Form 10-Q for the quarter ended March 31, 2005 and we
have the following comments.   Where indicated, we think you
should
revise your document in response to our comments.  If you
disagree,
we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Exhibits 31.1 and 31.2 to Form 10-Q for March 31, 2005

1. The information provided in Section 5(a) of these
Certifications
should be deleted.  Please file revised Certifications in an
amendment on Form 10-Q\A-1.  In addition, file an amendment to the
above-referenced Form S-3 to incorporate by reference the Form 10-
Q\A-1.

      You may wish to provide us with marked copies of the
amendment
to expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comment.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures the have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, declaring the filing effective, does not
relieve
the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request as least two business days in advance of the requested
effective date.

      If you have any questions regarding the above comments,
please
contact Errol Sanderson, Financial Analyst at (202) 551-3746 or
Jennifer R. Hardy, Branch Chief -Legal at (202) 551-4667 with any
other questions.

							Sincerely,

Pamela A. Long
							Assistant Director

Mr. Lenoard E. Moodispaw
Essex Corporation
June 27, 2005
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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