ESSEX CORPORATION

                                   FORM 10-QSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
    EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                         Commission File Number 0-10772

                                ESSEX CORPORATION
        (Exact name of small business issuer as specified in its charter)

            Virginia                                                54-0846569
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                             Identification No.)

9150 Guilford Road, Columbia, Maryland                                   21046
(Address of principal executive offices)                             (Zip Code)

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

YES           X     NO
           -----               -----

State the number of shares  outstanding  of each of the issuer's class of Common
Stock as of the latest practicable date.

                                                                  OUTSTANDING
                  CLASS                                       AT APRIL 30, 2002
                  -----                                       -----------------
Common Stock, no par value per share                               5,351,330

Transitional Small Business Disclosure Format (Check One);

YES                 NO           X
           -----               -----





                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The  interim  financial   statements  are  unaudited  but,  in  the  opinion  of
management,  reflect all adjustments for a fair presentation of results for such
period.  The results of operations  for any interim  period are not  necessarily
indicative of results for the full year.  These financial  statements  should be
read in conjunction with the financial statements and notes thereto contained in
the Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December
30, 2001.

                                       2


                               ESSEX CORPORATION



                                 BALANCE SHEETS


                                                      March 31,           December 30,
                                                        2002                  2001
                                                  ----------------     -----------------
                                                     (unaudited)            (audited)
ASSETS

CURRENT ASSETS
                                                                 
     Cash                                         $       527,948      $       568,178
     Accounts receivable, net                             230,109              284,649
     Prepayments and other                                 66,993               76,969
     Inventory                                             29,983               29,983
                                                  ----------------     -----------------
                                                          855,033              959,779
                                                  ----------------     -----------------

PROPERTY AND EQUIPMENT
     Computers and special equipment                      852,876              849,453
     Furniture, equipment and other                       258,074              260,526
                                                  ----------------     -----------------
                                                        1,110,950            1,109,979
     Accumulated depreciation and amortization           (772,140)            (747,059)
                                                  ----------------     -----------------
                                                          338,810              362,920
                                                  ----------------     -----------------

OTHER ASSETS
     Patents, net                                         268,580              211,030
     Other                                                 23,988               19,213
                                                  ----------------     -----------------
                                                          292,568              230,243
                                                  ----------------     -----------------

TOTAL ASSETS                                      $     1,486,411      $     1,552,942
------------                                      ================     =================




The accompanying notes are an integral part of these statements.



                                       3


                               ESSEX CORPORATION



                                 BALANCE SHEETS


                                                            March 31,            December 30,
                                                              2002                   2001
                                                        -----------------     -----------------
                                                           (unaudited)             (audited)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
                                                                        
     Advance from accounts receivable financing         $       75,632        $            --
     Accounts payable                                          401,289                313,741
     Accrued wages and vacation                                194,706                239,476
     Capital leases                                            121,007                130,961
     Accrued retirement                                         20,052                 62,000
     Other accrued expenses                                    150,066                101,387
                                                        -----------------     -----------------
                                                               962,752                847,565

LONG-TERM DEBT

     Capital leases, net of current portion                     35,885                 60,078
                                                        -----------------     -----------------

     Total Liabilities                                         998,637                907,643
                                                        -----------------     -----------------

COMMITMENTS AND CONTINGENCIES (NOTE 4)

STOCKHOLDERS' EQUITY
     Common stock, no par value; 25 million shares
       authorized; 5,290,868 and 5,155,605 shares
       issued and outstanding, respectively                  9,542,550              8,870,044
     Convertible preferred stock, $0.01 par value;
       1 million total shares authorized; 500,000
       shares of Series B authorized and outstanding         2,000,000              2,000,000
     Additional paid-in capital                              2,000,000              2,000,000
     Accumulated deficit                                   (13,054,776)           (12,224,745)
                                                        -----------------     -----------------
                                                               487,774                645,299
                                                        -----------------     -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                        $    1,486,411        $     1,552,942
                                                        =================     =================


The accompanying notes are an integral part of these statements.




                                       4


                               ESSEX CORPORATION



                            STATEMENTS OF OPERATIONS
                          FOR THE THIRTEEN WEEK PERIODS
                     ENDED MARCH 31, 2002 AND APRIL 1, 2001


                                                             2002                  2001
                                                      -----------------     -----------------
                                                          (unaudited)          (unaudited)

                                                                      
Revenues                                              $      763,276        $      412,828
Costs of goods sold and services provided                   (388,739)             (198,953)
Research and development                                    (568,734)             (581,576)
Selling, general and administrative expenses                (629,692)             (586,063)
                                                      -----------------     -----------------

         Operating Loss                                     (823,889)             (953,764)

Interest (expense) income, net                                (6,142)                5,694
                                                      -----------------     -----------------

Loss Before Income Taxes                                    (830,031)             (948,070)

Provision for income taxes                                        --                    --
                                                      -----------------     -----------------

Net Loss                                                    (830,031)             (948,070)

Beneficial conversion feature of convertible
   preferred stock                                                --              (250,000)
                                                      -----------------     -----------------

Net Loss Attributable to Common Stockholders          $    (830,031)        $   (1,198,070)
                                                      =================     =================

Weighted Average Number of Shares Outstanding              7,224,892             5,873,932
                                                      =================     =================

Basic Loss Per Common Share                           $        (0.11)       $        (0.20)
                                                      =================     =================

Diluted Loss Per Common Share                         $        (0.11)       $        (0.20)
                                                      =================     =================



The accompanying notes are an integral part of these statements.


                                       5



                               ESSEX CORPORATION



                            STATEMENTS OF CASH FLOWS
                          FOR THE THIRTEEN WEEK PERIODS
                     ENDED MARCH 31, 2002 AND APRIL 1, 2001

                                                                2002            2001
                                                       ----------------    --------------
                                                          (unaudited)        (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                     
   Net Loss                                            $     (830,031)     $   (948,070)
   Adjustments to reconcile Net Loss to
     Net Cash Used In Operating Activities:

      Depreciation and amortization                            34,311            53,436
      Stock option and compensation expense                    87,975            34,000

   Change in Assets and Liabilities:
      Accounts receivable                                      54,540            32,771
      Prepayments and other assets                              9,976           (26,212)
      Inventory                                                    --            (8,913)
      Accounts payable                                         87,548            27,302
      Accrued lease settlement                                     --          (107,766)
      Other liabilities                                      (104,435)          (42,012)
                                                         --------------    --------------

   Net Cash Used In Operating Activities                     (660,116)         (985,464)
                                                         --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                        (6,130)          (36,800)
                                                         --------------    --------------

    Net Cash Used In Investing Activities                      (6,130)          (36,800)
                                                         --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sales of common stock                                     500,003           500,000
    Sale of preferred stock                                        --           250,000
    Exercise of stock options                                  84,528                --
    Short-term borrowings, net                                 75,632                --
    Payment of capital lease obligations                      (34,147)          (17,703)
                                                         --------------    --------------

    Net Cash Provided By Financing Activities                 626,016           732,297
                                                         --------------    --------------

CASH AND CASH EQUIVALENTS
    Net decrease                                              (40,230)         (289,967)
    Balance - beginning of period                             568,178         1,015,634
                                                         --------------    --------------
    Balance - end of period                              $    527,948      $    725,667
                                                         ==============    ==============


The accompanying notes are an integral part of these statements.





                               ESSEX CORPORATION

                     NOTES TO INTERIM FINANCIAL INFORMATION

NOTE 1:  General

FISCAL YEAR AND PRESENTATION

Essex Corporation (the "Company") is on a 52/53-week fiscal year ending the last
Sunday in  December.  Years  2002 and 2001 are  52-week  fiscal  years.  Certain
amounts for 2001 have been reclassified to conform to the 2002 presentation.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during  the  reporting   period.   Estimates  are  used  when   accounting   for
uncollectible   accounts  receivable,   inventory  obsolescence  and  valuation,
depreciation and  amortization,  intangible  assets,  employee benefit plans and
contingencies, among others. Actual results could differ from those estimates.

IMPORTANT BUSINESS RISK FACTORS

The Company has historically  been principally a supplier of technical  services
under  contracts  or  subcontracts  with  departments  or  agencies  of the U.S.
Government,  primarily the military  services and other departments and agencies
of the Department of Defense.

The Company has expended  significant  funds to transition  into the  commercial
marketplace,  particularly the productization of its proprietary technologies in
telecommunications  and  optoelectronic  processors.  In June 2000,  the Company
announced  that it had  filed  applications  to  secure  patent  protection  for
innovative  technologies  in  two  communications  device  families:  Fiberoptic
HYPERFINE WDM (wavelength  division  multiplexing)  devices and wireless optical
processor enhanced receiver architecture.  Since September 2000, the Company has
received just over $5 million in financing to advance its programs to capitalize
upon these  inventions.  The long-term  success of the Company in these areas is
dependent on its ability to successfully  develop and market products related to
its communications devices and optoelectronic  processors.  The success of these
efforts  is  subject  to  changing  technologies,   availability  of  additional
financing, competition and ultimately market acceptance.

Primarily   due  to  the  increased   expenditures   for   development   of  its
optoelectronics    products    and    services,    particularly    the   optical
telecommunications device technologies,  the Company incurred significant losses
in the first  quarter  of 2002.  The  Company  plans to  continue  research  and
development  spending  in 2002 in the  optoelectronics  operations.  In order to
maintain spending levels, the Company will need additional funds.

The Company is seeking to establish  joint  ventures or  strategic  partnerships
including  licensing  of its  technologies  with major  industrial  concerns  to
facilitate  these  goals.  The  Company  will also seek  additional  funds under
appropriate terms from private sources to continue to finance development and to
achieve initial market penetration.  Significant delays in the commercialization
of the

                                        7


                               ESSEX CORPORATION

Company's optoelectronic products, failure to market such products or failure to
raise substantial  additional  working capital would have a significant  adverse
effect on the Company's future operating results and future financial position.

RESEARCH AND DEVELOPMENT

Research and  development  costs are expensed as  incurred.  Such costs  include
direct labor and materials as well as a reasonable allocation of indirect costs.
However, no general and administrative  costs are included.  Equipment which has
alternative future uses is capitalized and charged to expense over its estimated
useful life.

NOTE 2:  Basic and Diluted Earnings (Loss) Per Share

Basic earnings  (loss) per common share are computed using the weighted  average
number of common shares outstanding during the period and common shares issuable
upon the required  conversion of preferred  stock.  Diluted  earnings per common
share  would  incorporate  the  incremental  shares  issuable  upon the  assumed
exercise  of stock  options  and  warrants.  Such  incremental  shares were anti
dilutive for the periods presented.

NOTE 3:  Accounts Receivable Financing

The  Company  has  a  working  capital  financing  agreement  with  an  accounts
receivable  factoring  organization.  Under  such an  agreement,  the  factoring
organization may purchase certain of the Company's  accounts  receivable subject
to full recourse against the Company in the case of nonpayment by the customers.
The Company  generally  receives  85%-90% of the  invoice  amount at the time of
purchase  and the balance  when the  invoice is paid.  The Company is charged an
interest fee and other processing  charges,  payable at the time each invoice is
paid.  There was $76,000 of funds  advanced as of March 31, 2002.  There were no
funds advanced as of December 30, 2001.

NOTE 4:  Commitments and Contingencies

The Company has entered into several capital leases for special optical test and
telephone   equipment.   The  capital   equipment   cost  of  these  leases  was
approximately  $250,000, the remaining lease terms are less than 2 years and the
remaining principal amounts due total $157,000 at March 31, 2002.

NOTE 5:  Common Stock; Warrants; Preferred Stock

The Company's Articles of Incorporation  authorize 1 million shares of preferred
stock,  par  value  $0.01  per  share,  the  series  and  rights of which may be
designated by the Board of Directors in  accordance  with  applicable  state and
federal law. In September  2000,  the Board  designated  500,000  shares of such
preferred  stock as Series B.  There were  312,500  shares of Series B issued in
2000 for $1,250,000 and the remaining 187,500 issued in 2001 for $750,000.  Each
Series B share must be converted into 4 shares of common stock before  September
12,  2002.  The Series B has 51%  voting  rights,  subject to certain  terms and
conditions,  on all  stockholder  matters.  No  Series A  preferred  shares  are
currently outstanding.

                                       8


                               ESSEX CORPORATION

In connection with the issuance of the preferred  stock, the Company also issued
common stock warrants to the preferred stock holders.  These warrants are for an
additional 2 million  shares of common stock.  The warrants  expire in September
2005 and can be exercised  at a nominal  price of $2,000.  The  warrants  become
exercisable under certain terms and conditions,  such as the market price of the
common stock exceeding $10 through $20 per share for 5 consecutive  days, or the
occurrence of an additional private placement of $10 million where the valuation
of the Company exceeds $50 million.  The warrants would also become  exercisable
upon a sale of all or substantially all of the assets of the Company or a merger
or acquisition of the Company.  The Company has determined that the warrants had
a nominal fair value at issuance due to the restrictive  covenants.  The Company
has reserved 4 million shares of common stock in connection with the convertible
preferred stock and the possible exercise of the related common stock warrants.

In accordance  with Emerging  Issues Task Force Issue No. 98-5  "Accounting  for
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable Conversion Ratios", the Company imputed and recorded in 2000 and 2001
a total deemed  dividend of $2,000,000 on its Series B Preferred  Stock equal to
the  difference  between the estimated  current market price at original date of
issuance and the conversion price (the "beneficial  conversion  feature").  Such
imputed  dividends  had no impact on net loss from  operations or cash flows but
had to be considered  when  calculating  loss per share  attributable  to common
stockholders.

In March 2002, the Company amended existing private placement agreements for its
common stock with its Investor Group or their  affiliates.  The agreements  were
increased  from  $500,000 to $1.5  million,  of which  $250,000  was received in
December  2001,  $500,000 was received in the first quarter of 2002 and $250,000
was received in April 2002.  The remaining  $500,000 is subject to a call by the
Company on an as needed  basis  during 2002.  These  agreements  provide for the
shares of  common  stock to be  issued  at an  initial  price per share of $6.50
subject to an antidilution adjustment feature. Under this feature if the Company
issues  shares  at a price  less than  $6.50  per  share to other  institutional
investors  during 2002,  the Investor  Group's  purchase  price will be adjusted
downward to the lower price, but not less than $3.00 per share.

NOTE 6:  Income Taxes

The Company is in a net operating loss (NOL) carryforward  position for book and
tax  purposes.  No tax  benefit  will be  recognized  until  taxable  income  is
realized.

NOTE 7:  Statements of Cash Flows - Supplemental Disclosure

There were no new capital  leases  entered into in the first quarter of 2002. In
2001, the Company entered into capital leases for new equipment for $241,000.

                                       9



                               ESSEX CORPORATION

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OR PLAN OF OPERATION  AND OTHER  SECTIONS
CONTAIN FORWARD-LOOKING  STATEMENTS THAT ARE BASED ON MANAGEMENT'S EXPECTATIONS,
ESTIMATES, PROJECTIONS AND ASSUMPTIONS. WORDS SUCH AS "EXPECTS",  "ANTICIPATES",
"PLANS",  "BELIEVES",  "ESTIMATES"  AND  VARIATIONS  OF SUCH  WORDS AND  SIMILAR
EXPRESSIONS  ARE  INTENDED  TO IDENTIFY  SUCH  FORWARD-LOOKING  STATEMENTS  THAT
INCLUDE,  BUT ARE NOT LIMITED TO,  PROJECTIONS  OF REVENUES,  EARNINGS,  SEGMENT
PERFORMANCE, CASH FLOWS AND CONTRACT AWARDS. SUCH FORWARD-LOOKING STATEMENTS ARE
MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.  THESE  STATEMENTS ARE NOT GUARANTEES OF FUTURE  PERFORMANCE
AND INVOLVE  CERTAIN  RISKS AND  UNCERTAINTIES  THAT ARE  DIFFICULT  TO PREDICT.
THEREFORE,  ACTUAL FUTURE RESULTS AND TRENDS MAY DIFFER  MATERIALLY FROM WHAT IS
INDICATED IN FORWARD-LOOKING STATEMENTS DUE TO A VARIETY OF FACTORS.

STATUS

The  Company's   business  is  focused  upon  applications  of  its  proprietary
optoelectronics technology and products.

In March 2002, the Company amended existing private placement agreements for its
common stock with its Investor Group or their  affiliates.  The agreements  were
increased  from  $500,000 to $1.5  million,  of which  $250,000  was received in
December  2001,  $500,000 was received in the first quarter of 2002 and $250,000
was received in April 2002.  The remaining  $500,000 is subject to a call by the
Company on an as needed  basis  during 2002.  These  agreements  provide for the
shares of  common  stock to be  issued  at an  initial  price per share of $6.50
subject to an antidilution adjustment feature. Under this feature if the Company
issues  shares  at a price  less than  $6.50  per  share to other  institutional
investors  during 2002,  the Investor  Group's  purchase  price will be adjusted
downward  to the lower  price,  but not less  than  $3.00  per  share.  Prior to
December 2001, the Investor Group has invested approximately $4.4 million in the
Company beginning in September 2000.

The Company's  primary use of the funds is to patent,  develop and commercialize
its key leading-edge optical technologies, principally the HYPERFINE WDM devices
and wireless OPERA(TM) technology. The purpose of the HYPERFINE WDM device is to
increase the number of usable  communications  channels  within a single optical
fiber.  The purpose of OPERA(TM) is to increase  capacity and improve  voice and
data quality of wireless systems. These inventions arose from the Company's work
and expertise in the optical device and communications fields.

The Company has  prototypes  of the  HYPERFINE  WDM  technology  which are being
demonstrated to prospective strategic partners and investors.  The Company began
placing  prototypes  of its initial  HYPERFINE  WDM  devices in field  trials by
potential   customers  in  late  September   2001.  The  Company  is  developing
simulations  of  its  OPERA(TM)  wireless  receiver  device  technology  and  is
undertaking  to  determine  the  various  market  entry  points for such  device
technology.  The Company is also holding  discussions  with various  established
commercial  entities that are in the wireless  communications  market  regarding
development of initial prototypes.

The  development of these devices  required a diversion of labor  resources from
revenue  generation  in 2001 and is expected  to continue to do so in 2002.  The
Company may hire additional  personnel

                                       10



                               ESSEX CORPORATION

to augment  existing  technical and sales staff.  Since the Company is investing
the new capital in such  research  and  development,  the  financial  statements
reflect  higher than normal  expenses  which  increases the  Company's  reported
losses.

Because of the emphasis on development,  the Company has been unable to maintain
customer  programs of sufficient  volume and to expand such work to consistently
achieve an overall  breakeven or better level of  operations  on such  revenues.
Work based on or related to the  patented  ImSyn(TM)  Processor  and other Essex
optical  hardware  processing  and techniques  continues for the  development of
advanced SAR (synthetic aperture radar) techniques. These efforts generally fall
under SBIR (U.S.  Government Small Business Innovative  Research) programs.  The
Company is working to reduce the overall  deficit from operations and to improve
its cash flows.  Backlog and order  issues  will  continue to be major  concerns
until  substantial   improvements  realized  from  customer  funded  development
programs have been achieved.

The  Company  currently  does  not  have  sufficient   resources  to  bring  its
telecommunications   and   optoelectronics   processing   devices   to   market.
Accordingly,  the  Company  will  likely  have to  partner  with or  enter  into
licensing arrangements with major industry participants in order to successfully
introduce  its  technology  and  products.  There can be no  assurance  that the
Company will be successful in entering into such agreements.

REVENUES

Revenues  were  $763,000 and  $413,000 for the first  quarters of 2002 and 2001,
respectively.  Revenues in the first quarter of 2002 were  significantly  higher
than the  first  quarter  of 2001 but were  comparable  to the  other  quarterly
revenues of 2001.  The increase in revenues was due to the Company  beginning in
April  2001  a U.S.  Government  program  for  application  of  its  proprietary
optoelectronics  technology and products. This program and others are continuing
to be worked on in 2002.

As of March 31, 2002, the Company had a backlog on programs  related to services
and  applications of  optoelectronics  of  approximately  $1,105,000,  down from
$1,849,000 at December 30, 2001.

INCOME (LOSS)

There was an operating  loss of $824,000  and $954,000 in the first  quarters of
2002 and 2001,  respectively.  There was a net loss of $830,000  and $948,000 in
the  first  quarters  of 2002 and  2001,  respectively.  Cost of goods  sold and
services  provided as a percentage of revenues for the first quarter of 2002 was
50.9%,  which was slightly  higher than the 48.2% in 2001. The net loss declined
as a larger amount of fixed expenses were covered by the higher revenue volume.

Research and  development  (R&D) was comparable  between the quarterly  periods,
amounting to  approximately  $569,000 in 2002 and $582,000 in 2001. The majority
of the R&D costs were incurred on efforts related to optical  telecommunications
technology. The Company has maintained its R&D spending since the September 2000
capital  infusion and expects to continue  its R&D spending  rate in the optical
and telecommunications areas in 2002.

The Company has increased selling, general and administrative expenses ("SG&A"),
particularly as related to  optoelectronics  and  telecommunications  new device
business  areas.  Overall,  SG&A

                                       11



                               ESSEX CORPORATION

expenses  remain high  relative to the  revenue  volume as the Company  seeks to
commercialize its optoelectronic  telecommunications  products and services. The
high SG&A expenses  contributed to the operating losses in the first quarters of
2002 and 2001.

CORPORATE MATTERS

The Company  recognized a $250,000  charge in the first quarter of 2001 from the
beneficial  conversion feature of convertible  preferred stock. As proceeds were
received  from  the  sale of  preferred  stock in 2001  and  2000,  the  Company
recognized  the  pro  rata  beneficial  conversion  feature  on the  convertible
preferred  stock  as a  deemed  dividend  for  purposes  of  computing  net loss
attributable to common  stockholders  and per share amounts.  The total recorded
was $750,000 in 2001 and  $1,250,000 in 2000.  This imputed amount had no effect
on net loss (from operations) or cash flows.

Total  interest  expense was $6,000 in the first quarter of 2002.  In 2001,  the
Company  netted  $6,000  of  interest  income,   primarily  from  the  temporary
investment of funds from the private placements.

The Company is in a net operating loss (NOL) carryforward position. No provision
or benefit from income  taxes was  recognized  in the first  quarters of 2002 or
2001.

FINANCIAL CONDITION - LIQUIDITY AND CAPITAL RESOURCES

The  Company  evaluates  its  liquidity  position  using  various  factors.  The
following represents some of the more important factors:



                                           SELECTED FINANCIAL DATA ($ Thousands)
                                                          AS OF
                                    -----------------------------------------------

                                      March 31,       December 30,        April 1,
                                         2002            2001               2001
                                    -------------    -------------     ------------
                                     (unaudited)        (audited)       (unaudited)

                                                              
Total Assets                        $     1,486      $    1,553        $    1,578
                                    =============    =============     ============

Working Capital (Deficit)           $      (108)     $      112        $      439
                                    =============    =============     ============

Current Ratio                           0.89:1          1.13:1             1.81:1
                                    =============    =============     ============

Advance from Accounts Receivable
  Financing                         $        76      $       --        $       --
Capital Leases                              157             191               245
                                    -------------    -------------     ------------
         Total Debt/Financing       $       233      $      191        $      245
                                    =============    =============     ============

Stockholders' Equity                $       488      $      645        $      927
                                    =============    =============     ============



The net cash provided by financing activities in 2002 and 2001 is primarily from
the Company  completing  several private  placements of equity securities to its
Investor  Group  or  their  affiliates.

                                       12



                               ESSEX CORPORATION

The Company  received  $3,400,000 and $1,250,000 in fiscal 2001 and fiscal 2000,
respectively  and  another  $500,000  in the first  quarter  of 2002 from  these
private  placements.  The funds have been and are to be used  primarily  for the
development of the optical telecommunications device technologies.

The net cash used in  operating  activities  has resulted  from the  significant
losses incurred by the Company in 2002 and 2001,  primarily due to the increased
expenditures  for  development  of its  optoelectronics  products and  services,
particularly in the optical  telecommunications  device  technologies field. The
Company's working capital and ratio continue to decrease  primarily due to these
losses.   The  Company   plans  to  continue   R&D   spending  in  2002  in  the
optoelectronics  operations.  In order to maintain spending levels,  the Company
will need additional funds.

The Company is seeking to establish  joint  ventures or  strategic  partnerships
including  licensing  of  its  technologies  to  major  industrial  concerns  to
facilitate  these  goals.  The  Company  will also seek  additional  funds under
appropriate  terms from  private  sources,  including  the  Investor  Group,  to
continue to finance  development and to achieve initial market  penetration.  As
part of this funding effort, the Investor Group or their affiliates committed to
purchase  an  additional  $1.5  million of Common  Stock at an initial per share
price of $6.50 subject to an antidilution adjustment feature. Under this feature
if the  Company  issues  shares at a price  less  than  $6.50 per share to other
institutional investors during 2002, the Investor Group's purchase price will be
adjusted  downward to the lower price, but not less than $3.00 per share. Of the
$1.5 million,  $250,000 was received in December 2001,  $500,000 was received in
the first quarter of 2002 and $250,000 was received in April 2002. The remaining
$500,000  is  subject to a call by the  Company  on an as needed  basis in 2002.
Significant  delays in the  commercialization  of the  Company's  optoelectronic
products,  failure to market  such  products  or  failure  to raise  substantial
additional  working  capital  would  have a  significant  adverse  effect on the
Company's future operating results and financial position.

The  Company  has a  working  capital  financing  arrangement  with an  accounts
receivable  factoring  organization.  Under  such an  agreement,  the  factoring
organization may purchase certain of the Company's  accounts  receivable subject
to full recourse against the Company in the case of nonpayment by the customers.
The Company  generally  receives  85%-90% of the  invoice  amount at the time of
purchase  and the balance  when the  invoice is paid.  The Company is charged an
interest fee and other processing  charges,  payable at the time each invoice is
paid.  There was $76,000 of funds  advanced as of March 31, 2002.  There were no
funds advanced as of December 30, 2001.

The Company  believes  that it will be able to meet its  remaining  2002 funding
requirements  and  obligations  from the  aforementioned  sources of revenue and
capital,  and  if  necessary,  by  cost  reductions.  However,  there  can be no
assurances in this regard and the Company expects that it will need  significant
additional financing in the future.

THE PRECEDING  PARAGRAPHS  DISCUSSING THE COMPANY'S  FINANCIAL CONDITION CONTAIN
FORWARD-LOOKING  STATEMENTS. THE FACTORS AFFECTING THE ABILITY OF THE COMPANY TO
MEET ITS FUNDING REQUIREMENTS AND MANAGE ITS CASH RESOURCES INCLUDE, AMONG OTHER
THINGS,  THE  AMOUNT  AND  TIMING OF  PRODUCT  SALES,  INVENTORY  TURNOVER,  THE
MAGNITUDE OF FIXED COSTS AND THE ABILITY TO OBTAIN WORKING CAPITAL, ALL OF WHICH
INVOLVE RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT.

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                               ESSEX CORPORATION

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Report on Form 8-K

(a)      Exhibits

                  None

(b)      Reports on Form 8-K

                  None

                                    SIGNATURE

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                ESSEX CORPORATION
                                  (Registrant)

Date:  May 14, 2002
                        /s/ Joseph R. Kurry, Jr.
                       ----------------------------------
                               Joseph R. Kurry, Jr.
                              Senior Vice President
                      Treasurer and Chief Financial Officer

(Mr. Kurry is the Principal Financial and Accounting Officer and has been duly
authorized to sign on behalf of the Registrant.)


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