Issuer Delisting; Notice of Application of Essex Corporation, To Withdraw Its Common Stock, No Par Value, From Listing and Registration on the American Stock Exchange LLC

Essex Corporation, a Virginia corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw its Common Stock, no par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Board of Directors (“Board”) of the Issuer approved a resolution on March 15, 2004 to withdraw the Issuer's Security from listing on the Amex and to list the Security on Nasdaq National Market System (“Nasdaq NMS”). The Board states that the reasons it is taking such action are to offer shareholders a broader market, including liquidity and increased visibility. The Issuer expects to trade the Security on the Nasdaq NMS on March 31, 2004.

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in the State of Virginia, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex and from registration under section 12(b) of the Act and shall not affect its obligation to be registered under section 12(g) of the Act. Any interested person may, on or before April 30, 2004, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters should refer to File No. 1-31703. Comments may also be submitted electronically at the following e-mail address: rule-comments@sec.gov. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.