SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2 )*


                                ESSEX CORPORATION
                                (Name of Issuer)


                      COMMON STOCK, NO PAR VALUE PER SHARE
                         (Title of Class of Securities)


                                   296744 10 5
                                 (CUSIP Number)


                                  MAY 12, 2003
             (Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
         [    ] Rule 13-d-1(b)
         [ X  ] Rule 13-d-1(c)
         [    ] Rule 13-d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                         (Continued on following pages)

                                Page 1 of 5 Pages






CUSIP No. 296744 10 5      13G Amend. No. 2                    Page 2 of 5 Pages





1   Name of Reporting Person                               LEONARD E. MOODISPAW
    S.S. or I.R.S. Identification No. of Above Person (Entities Only)


2   Check the Appropriate Box if a Member of a Group*            (a)
                                                                     -----

                                                                 (b)
                                                                     -----


3   SEC Use Only


4   Citizenship or Place or Organization               United States of America


                                       5        Sole Voting Power
    Number
                                                407,650
                                       ---------------------------------------
    Of Shares                          6        Shared Voting Power

    Beneficially                                --
                                       ---------------------------------------
                                       7        Sole Dispositive Power
    Owned by Each
                                                407,650
                                       ---------------------------------------
    Reporting Person                   8       Share Dispositive Power

    With                                        --
                                       ---------------------------------------


9   Aggregate Amount Beneficially Owned by Each Reporting Person

    407,650

10  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
    N/A


11  Percent of Class Represented by Amount in Row 9                      4.4%


12  Type of Reporting Person                                             IN






                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                      ------------------------------------

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2 )

                      ------------------------------------

ITEM 1(A) - NAME OF ISSUER:

ESSEX CORPORATION

ITEM 1(B) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
-----------------------------------------------------------

9150 Guilford Road, Columbia, MD  21046-2306

ITEM 2(A) - NAME OF PERSON FILING:

Leonard E. Moodispaw

ITEM 2(B) - ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

9150 Guilford Road, Columbia, MD  21046-2306

ITEM 2(C) - CITIZENSHIP:

United States of America

ITEM 2(D) - TITLE OF CLASS OF SECURITIES:

Common Stock, no par value per share

ITEM 2(E) - CUSIP NUMBER:

296744 10 5

ITEM 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:

(a) [ ] Broker or dealer registered under Section 15 of the Act;

(b) [ ] Bank as defined in Section 3(a)(6) of the Act;

(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act;


                                Page 3 of 5 Pages


(d) [ ] Investment  company  registered  under  Section  8 of the Investment
        Company Act;

(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [ ] An employee  benefit plan or endowment  fund in accordance with Rule
        13d-1(b)(1)(ii)(F);

(g) [ ] A parent  holding  company or control person in accordance with Rule
        13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
        Insurance Act;

(i) [ ] A church plan that is excluded from the definition of an investment
        company under Section 3(c)(14) of the Investment Company Act;

(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box [ X ]

ITEM 4 - OWNERSHIP:

   (a) Amount of Beneficially Owned: 407,650

   (b) Percent of Class: 4.4%

   (c) Number of shares as to which such person has:

      (i)   sole power to vote or direct to vote                      407,650
                                                                      -------
      (ii)  shared power to vote or direct to vote                         --
                                                                      -------
      (iii) sole power to dispose of or to direct the disposition of  407,650
                                                                      -------
      (iv)  shared power to dispose or to direct the disposition of        --
                                                                      -------

ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following [X].

ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

N/A

                                Page 4 of 5 Pages



           Identification  and  Classification  of the Subsidiary Which Acquired
ITEM 7 - THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

N/A

ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF GROUP:

N/A

ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:

N/A

ITEM 10 - CERTIFICATION

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:    05/20/03                           By:      /S/ LEONARD E. MOODISPAW
         --------------                              ------------------------
                                                     Leonard E. Moodispaw


                                Page 5 of 5 Pages