UNITED STATES
                       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 (DATE OF EARLIEST EVENT REPORTED): MAY 31, 2006


                                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)


    6708 ALEXANDER BELL DRIVE, COLUMBIA, MARYLAND                         21046
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                       (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (301) 939-7000


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

|_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17  CFR  240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))








ITEM 7.01.  REGULATION FD DISCLOSURE.

The February 28, 2005 Purchase  Agreement by and among Essex Corporation and the
Windermere Group, LLC and its subsidiaries  contains an earn-out  provision that
provides for an additional  purchase price payment to be paid to the Sellers and
calculated based on EBITDA of Windermere  during the applicable  earn-out period
after reductions for certain deductible items. Under the provision,  the payment
obligation  ranges from a low of zero  dollars to a maximum of $30 million  with
payment  due on May 31,  2006.  The  Company  has  calculated  the amount of the
payment due as $13,123,966.  Essex engaged an independent public accounting firm
to perform  agreed upon  procedures  in relation to the  Company's  calculation.
Payment  to the  Sellers  was made  today.  Attached  is a copy of the  earn-out
calculation.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

     Exhibit 99.1 Earn-Out Calculation (Attachment A)






                                   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

                                          /s/Leonard E. Moodispaw
                                          -------------------------------------
DATE: May 31, 2006                        Leonard E. Moodispaw
                                          President and Chief Executive Officer






                                  EXHIBIT INDEX


EXHIBIT   DESCRIPTION
NUMBER
99.1      Earn-Out Calculation (Attachment A)