SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

HALIFAX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

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2
HALIFAX CORPORATION
5250 Cherokee Avenue
Alexandria, Virginia 22312

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

ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Halifax
Shareholders which will be held on Thursday, September 20, 2001 at 2:00 p.m.
local time at Halifax Corporation, Alexandria, VA 22312.

In addition to the meeting purposes enumerated in the attached
Notice, it shall be our pleasure to entertain questions pertaining to the
affairs of the Company which affect the interests of Shareholders as a whole.

We encourage your attendance and look forward to seeing you at the
meeting, but whether or not you plan to attend, your vote is very important to
us. Information about voting procedures can be found in the proxy statement and
on the stub portion of the enclosed proxy card. Please return a signed proxy
card so that you can be sure your shares will be properly voted.

Sincerely,

Charles L. McNew
President and Chief Executive Officer

August 15, 2001

HALIFAX CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 20, 2001

To the Shareholders of Halifax Corporation:

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of
Halifax Corporation (The "Company") will be held at, Halifax Corporation, 5250
Cherokee Avenue, Alexandria, VA 22312 on Thursday, September 20, 2001, at 2:00
p.m. local time, for the purpose of considering and acting upon the following:

1. Election of six (6) directors for the ensuing year.

2. Ratification of the Board of Directors' appointment of Deloitte &
Touche LLP Certified Public Accountants, as the Company's
independent auditors for the fiscal year ending March 31, 2002.

3. Transact such other business as may properly come before the
meeting.

Stockholders of record at the close of business on August 9, 2001 are
entitled to vote. Your vote is important regardless of the number of shares that
you own. Kindly sign, date and return the enclosed proxy card.

By Order of the Board of Directors

Ernest L. Ruffner
Secretary

HALIFAX CORPORATION
5250 CHEROKEE AVENUE
ALEXANDRIA, VIRGINIA 22312

PROXY STATEMENT

The Annual Meeting of Shareholders of Halifax Corporation (The
"Company") will be held on September 20, 2001 at Halifax Corporation, 5250
Cherokee Avenue, Alexandria, Virginia 22312, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders and described more fully
below.

The enclosed Proxy is solicited on behalf of the Board of Directors
of the Company.

The cost of preparing, assembling and mailing the Notice, Proxy
Statement and Proxy and miscellaneous costs with respect to the same will be
paid by the Company. The Company may, in addition, use the services of its
officers, directors and employees to solicit Proxies personally or by telephone
and telegraph, but at no additional salary or compensation. The Company intends
to request banks, brokerage houses and other custodians, nominees and
fiduciaries to forward copies of the proxy material to those persons for whom
they hold shares and to request authority for the execution of Proxies. The
Company will reimburse them for reasonable out-of-pocket expenses incurred by
them in so doing.

The Proxy may be revoked by the person giving it at any time before
it has been voted by delivering written notice to the Company or by delivering a
later dated Proxy.

Unless instructed to the contrary on the Proxy, each Proxy will be
voted for the persons named below in the election of directors to the Company's
Board of Directors; for ratification of the appointment of Deloitte & Touche
LLP, Certified Public Accountants, to be the Company's independent auditors for
fiscal 2002; and with respect to such other matters which may properly come
before the Annual Meeting. The persons named as proxy holders will exercise
their best judgment with respect to such other matters. A shareholder who
abstains from a vote by registering an abstention vote will be deemed present at
the meeting for quorum purposes but will not be deemed to have voted on the
particular matters. Management knows of no other matters to come before the
Annual Meeting at this time.

SHARES OUTSTANDING AND VOTING RIGHT

Shareholders of record at the close of business on August 9, 2001,
will be entitled to notice of and vote at the Annual Meeting. On that date there
were 2,023,436 shares of the Company's Common Stock outstanding. The holders of
these shares are entitled to one vote per share.

Under the rules of the American Stock Exchange (AMEX) brokers who
hold shares in street name for customers have the authority to vote on certain
items when they have not received instruction from beneficial owners. Such votes
are known as "broker non-votes", and are counted for purposes of determining the
presence of a quorum, but are not counted for purposes of determining whether a
director has been elected or whether a proposal has been approved by the
shareholders.

Directors are elected by a plurality of the votes of the shares
present or represented at the meeting and entitled to vote. Approval of each
other matter to be voted upon requires the affirmative vote of a majority of the
votes of shares present or represented at the meeting and entitled to vote on
such matter.

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Company shall be managed
by a Board of Directors consisting of between three and seven members, the
precise number of directors to be fixed from time to time by resolution of the
Board of Directors. The number of Directors has been fixed at six.

It is, therefore, proposed to elect a Board of Directors of six
persons to serve until the next annual meeting of Shareholders or until the
election and qualification of their respective successors. Unless authority is
withheld, the proxies shall be voted for the election as directors of the
following persons named below. All six nominees are now serving as directors.
All six of the nominees have agreed to serve if elected.

Management has no reason to believe that any nominee will not be
available to serve, but if any nominee should be or become unable to serve, the
shares represented by Management proxies will be voted, instead, for the
election of another person recommended by the Board of Directors as a director.

The following table sets forth the name and age of each of the
nominees to the Board of Directors of the Company, together with respective
periods of service as directors and other positions with the Company:

THE BOARD OF DIRECTORS RECOMMENDS THE FOLLOWING NOMINEES:

DATE FIRST PRINCIPAL OCCUPATION AND
NOMINEE AGE ELECTED EMPLOYMENT; OTHER BACKGROUND
- ------- --- ------- ----------------------------

Arch C. Scurlock 81 1973 Arch C. Scurlock, presently Chairman of the Board of
Directors, has been a Director of the Company since
1973. He has been President and a Director of Research
Industries Incorporated, a private investment company
since 1968. He served from 1969 to 1992 as Chairman of
the Board of TransTechnology Corporation, a
manufacturer of aerospace defense and other industrial
products.

Charles L. McNew 49 2000 Charles L. McNew joined the Company in July 1999 and
was appointed President and Chief Executive Officer
May 8, 2000. He had been acting President and CEO from
April 14, 2000 to May 7, 2000 and prior to that was
Executive Vice President and Chief Financial Officer.
Prior to joining the Company, from July 1994 through
July 1999 Mr. McNew was Chief Financial Officer and
later Chief Operating Officer of NumereX Corporation,
a public Company which develops and markets
communications and information products and services.

John H. Grover 73 1984 John H. Grover became a Director of the Company in
1984. He has served as Executive Vice President,
Treasurer and Director of Research Industries
Incorporated since 1968, and as a Director of
TransTechnology Corporation from 1969 to 1992.

Daniel R. Young 67 2001 Daniel R. Young became a Director of the Company in
March 2001. Mr. Young, former Vice Chairman and Chief
Executive Officer of Federal Data Corporation (FDC),
retired recently after having served the company in
various executive capacities for more than two
decades. He joined FDC in 1976 as the Executive Vice
President, and in 1985, was elected President and
Chief Operating Officer. Following the acquisition in
1995 of FDC by The Carlyle Group, Mr. Young assumed
the position of President and Chief Executive Officer.
In 1998, he was elected Vice Chairman of the Board of
Directors. Before joining FDC, Mr. Young was an
executive with Data Transmission Company. He
ultimately became Executive Vice President, and, prior
to that, held various engineering, sales and
management positions at Texas Instruments, Inc. He
also served in the U.S. Navy as a sea officer. Mr.
Young is a graduate of the University of Texas where
he earned a B.S. Degree in engineering and a J.D. from
the University of Texas School of Law.

John M. Toups 75 1993 John M. Toups served as President and CEO of Planning
Research Corporation (PRC) from 1978 to 1987. Prior to
that he served in various executive positions with
PRC. For a short period of time in 1990, he served as
interim Chairman of the Board and CEO of the National
Bank of Washington and Washington Bancorp and is
currently a Director of CACI International, Inc., an
information technology company, NVR, Inc. a home
builder company, Thermatrix, Inc., an air emissions
control technology company, Andrulis Corporation, an
information systems company and GTSI, a reseller of
software/hardware company.

DATE FIRST PRINCIPAL OCCUPATION AND
NOMINEE AGE ELECTED EMPLOYMENT; OTHER BACKGROUND
- ------- --- ------- ----------------------------

Thomas L. Hewitt 62 2000 Thomas L. Hewitt founded Federal Sources in December
of 1984, a market research and consulting firm, and
served as the Company's CEO until the recent sale of
the Company in 2000. Prior to founding Federal
Sources, Mr. Hewitt served as a Senior Vice President
of Kentron, an information technology professional
services company acquired by PRC, and held several
senior level positions at CSC, an information
technology systems integration company, including
President of the Infonet Government Systems Division
and VP of Program Development of the Systems Group.

OTHER EXECUTIVE OFFICERS

In addition to Mr. McNew, the following persons serve as executive
officers of the Company.

Joseph Sciacca, age forty-eight, Vice President of Finance and Chief
Financial Officer since May 2000. He was appointed Corporate Controller in
December 2000 and provided consulting services to the Company prior thereto
beginning in March 1999. From September 1996 through September 1998, he was
Chief Financial Officer of On-Site Sourcing, a legal document management
services firm. From 1994 through 1996 he was a principal in a tax and consulting
firm.

James L. May, age sixty-five, Vice President and General Manager,
Computer Maintenance Division. Mr. May has been with Halifax since April 1,
1997. Prior to joining the Company, Mr. May was an independent Consultant from
1992 to 1997. Prior to that time Mr. May was a Vice President of Decision Data
Corporation. Other positions held include Vice President, Bell Atlantic
Corporation, Sorbus Service Division. He also was President and Chief Operating
Officer for Beta Products Corporation. Mr. May has also served on the Board of
Directors for Forney Special Products.

Thomas J. Basile, age forty-seven, Vice President, Sales and
Marketing since March 2001. Mr. Basile was vice president of sales for MATCOM,
an information technology integration firm, from June 1998 to February 2001
where he established vertical market eBusiness solutions for health care, human
resources and claims processing. He was director of consulting for FDC
Technologies from March 1996 to June 1998, where he was responsible for the
sales and delivery of various information systems. Earlier experience included
marketing and sales positions with Anderson Consulting, Price Waterhouse
Coopers, and Grant Thornton LLP.

James L. Sherwood, IV, age fifty-nine, is Vice President, Contracts
and Administration. He previously served as Vice President of the Company's
Facilities Services Division. He has been with the Company and its subsidiaries
since 1978.

Robert Santmyer, age forty-one, Vice President since June 1999. Prior
to joining Halifax, he was Vice President, Professional Services, Dictaphone
Corporation from September 1998 to June 1999. Other positions held were General
Manager, DCX Systems LTD, a subsidiary of NumereX Corporation from February 1997
until September 1998; and from April 1989 until February 1997 Vice President,
Professional Services, MAXM Systems Corporation.

BOARD OF DIRECTORS; COMMITTEES

During the year ended March 31, 2001, the Board of Directors held six
meetings. During that year, all members who were directors at the time attended
all of the meetings held by the Board and by each committee of the Board of
which he was a member.

Set forth below is certain information regarding certain existing
committees of the Board of Directors:

Audit Committee. The Audit Committee reviews the results of, and
the suggestions provided in connection with, the Company's annual
audit by its independent auditors; reviews internal audit and
other accounting procedures established by management; and
considers the scope of the audit and non-audit services provided
by the Company's independent public accountants, including the
fees charged for those services, and recommends to the Board the
appointment of the Company's independent auditors. The
committee's current members are Messrs. Grover and Toups. All
members of the committee are independent directors. The company
has adopted the Halifax audit charter under the guidelines
promulgated by the SEC. During the year ended March 31, 2001, the
committee held one meeting.

Compensation and Incentive Committee. The Compensation and
Incentive Committee advises the Board of Directors with respect
to compensation levels and the issuance of stock options to key
employees of the Company. The committee members are Messrs.
Scurlock, Grover, and Toups. During the year ended March 31,
2001, the committee held two meetings.

Nominating Committee. The Nominating Committee was created for
the purpose of considering individuals to be nominated for
election to the Board of Directors. Selections are presented to
the Board for inclusion in the slate of management nominees
submitted to the shareholders for election. The current committee
members are Messrs. Grover and Scurlock. During the year ended
March 31, 2001, the committee held one meeting.

AUDIT COMMITTEE REPORT

In June, 2001, the Audit Committee met with management to review
and discuss the audited financial statements. The Audit Committee
also conducted discussions with its independent auditors, on June
12, 2001, regarding the matters required by the Statement on
Auditing Standards No. 61. As required by Independence Standards
Board Standard No. 1, "Independence Discussion with Audit
Committees," the Audit Committee has discussed with and received
the required written disclosures and a confirming letter from
Deloitte & Touche LLP regarding its independence and discussed
with Deloitte & Touche its independence. Based upon the review
and discussions referred to above, the Audit Committee recommend
to the Board of Directors that the audited financial statements
be included in the Company's Annual Report on Form 10-K for the
Year ended March 31, 2001.

The Audit Committee Report shall not be deemed incorporated by
reference in any document previously or subsequently filed with
the Securities and Exchange Commission that incorporates by
reference all or any portion of this proxy statement, except to
the extent that the Company specifically requests that the Report
be specifically incorporated by reference.

AUDIT COMMITTEE:

/s/ John H. Grover
------------------
/s/ John M. Toups
------------------

PRINCIPAL SHAREHOLDERS AND DIRECTORS AND OFFICERS

The following table sets forth as of June 30, 2001 (1) the number of
shares of the Company's common stock owned beneficially by each person who owned
of record, or is known by the Company to have owned beneficially, more than 5%
of such shares then outstanding (2) the number of shares owned by each director
and officer of the Company and (3) the number of shares owned beneficially by
all officers and directors as a group. Information as to the beneficial
ownership is based upon statements furnished to the Company by such persons.

NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT
- ---------------- -------------------- -------

Research Industries Incorporated (1)(3)(4) 715,780 35.4
123 North Pitt Street
Alexandria, Virginia 22314

Arch C. Scurlock (1)(2) 724,280(5) 35.8
123 North Pitt Street
Alexandria, Virginia 22314

John H. Grover (3) 10,000(5) 0.5
123 North Pitt Street
Alexandria, Virginia 22314

John M. Toups 13,000(5) 0.7
5250 Cherokee Avenue
Alexandria, Virginia 22312

Thomas L. Hewitt 1,750(5) 0.1
5250 Cherokee Avenue
Alexandria, VA 22312

Daniel R. Young 1,000(5) 0.1
5250 Cherokee Avenue
Alexandria, VA 22312

Ernest L. Ruffner(10) 7,150 0.3
5250 Cherokee Avenue
Alexandria, VA 22312

Alvin E. Nashman(7) 5,000(5) 0.3
5250 Cherokee Avenue
Alexandria, VA 22312

Charles L. McNew(6) 39,333 2.0
5250 Cherokee Avenue
Alexandria, VA 22312

James L. May(6) 5,000 0.3
5250 Cherokee Avenue
Alexandria, VA 22312

James L. Sherwood IV(6) 8,475 0.5
5250 Cherokee Avenue
Alexandria, VA 22312

NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT
- ---------------- -------------------- -------

Joseph Sciacca(6) 21,767 1.1
5250 Cherokee Avenue
Alexandria, VA 22312

Robert V. Santmyer(6) 16,667 0.9
5250 Cherokee Avenue
Alexandria, VA 22312

Melvin L. Schuler(9) 11,600 0.6
5250 Cherokee Avenue
Alexandria, VA 22312

John J. Reis(8) 0 *

All officers and directors as a
group, including the above (14) persons 865,022 42.4

* Less than 1%

(1) Research Industries Incorporated is 93% owned by Arch C. Scurlock,
Chairman of the Company's Board of Directors. Dr. Scurlock is also
President and a director of Research Industries Incorporated.
(2) Includes 715,780 shares owned by Research Industries Incorporated.
(3) Mr. Grover is also a greater than 5% owner, a director and Executive Vice
President and Treasurer of Research Industries Incorporated.
(4) Research Industries Incorporated owns $2 million face amount of the
Company's 7% Convertible Subordinated Debenture dated January 27, 1998 and
$690,000, $310,000, $500,000 and $500,000 face amount of the Company's
Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998
and November 5, 1998, respectively.
(5) Includes options to purchase Common Stock under the Non-Employee Director
Stock Option Plan as follows: Arch C. Scurlock - 8,500; John H. Grover -
8,500; John M. Toups - 8,500; Thomas L. Hewitt - 1,750; Daniel R. Young -
1,000 and Alvin E. Nashman - 5,000.
(6) Includes options to purchase Common Stock under the Employee Stock Option
Plan as follows: Charles L. McNew - 38,333; Joseph Sciacca - 21,767;
Melvin L. Schuler - 4,750; Robert V. Santmyer - 16,667; James L. Sherwood
IV - 6,250 and James L. May - 5,000.
(7) Mr. Nashman resigned from the Board on August 24, 2000.
(8) Mr. Reis' employment with the Company ceased April 2000.
(9) Mr. Schuler's employment with the Company ceased on July 6, 2001.
(10) Mr. Ruffner retired from the Board of Directors in December 1999. He
continues to serve as Corporate Secretary.

EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION AND INCENTIVE COMMITTEE

The overall philosophy regarding compensation of the Company's
executive officers continues to be based upon the concept that in order to
achieve the Company's objectives of progress, growth and profitability it is
necessary to attract and retain qualified executives who are motivated to
provide a high level of performance. A vital element in this motivation is to
offer an executive compensation program that is not only competitive but rewards
those executives whose efforts enable the Company to achieve its goals. To
accomplish this objective, the Committee has an established policy whereby a
significant segment of an executive's total compensation is related directly to
performance resulting in the interest of the Company's executives being in
parallel with the interest of its shareholders.

The executive compensation program includes three elements which are
intended to constitute a flexible and balanced method of establishing total
compensation. These are base salary, annual bonus and stock options. When
combined, these elements are intended to provide key executives sufficient
motivation and incentives so that their efforts will maximize corporate
performance thereby enhancing shareholder value. In accomplishing this
objective, the compensation program seeks to balance performance rewards with
what is reasonable under the total circumstances including the competitiveness
of the executive marketplace.

The base salaries of the executive officers are a reflection of the
size of the Company, the scope of responsibility of each individual and the
extent of experience in their particular positions. Reviewed annually, base
salaries are related indirectly to the Company's performance and marginally
related to the cost of living.

Mr. McNew was appointed President and CEO effective May 8, 2000 at an
annual salary of $200,000. Mr. McNew's appointment was based on a thorough
search by a committee of the Board, which considered candidate qualifications
and competitive salaries. Prior to that, Mr. McNew served as Executive Vice
President of Halifax from July 1999 and Chief Financial Officer from September
1999.

On March 1, 1999, John Reis was appointed President and CEO. Mr.
Reis' appointment was based on a thorough search by a committee of the Board,
which considered candidate qualifications and competitive salaries. Mr. Reis'
salary was $200,000 annually, effective March 1, 1999. Mr. Reis resigned from
his position effective April 14, 2000.

The second component of the executive compensation program is
incentive compensation related to the achievement of business plan objectives.
The business plan and related objectives are reviewed and approved by the Board
of Directors. Executives who qualify under the program are monetarily awarded if
specific objectives are achieved and can be further rewarded, based upon a
formula calculation if assigned objectives are exceeded. Mr. McNew earned
incentive compensation of $30,000 for the fiscal year ended March 31, 2001. For
the fiscal year ended March 31, 2002, Mr. McNew may qualify for incentive
compensation which could total $100,000 or more based on the achievement of
certain objectives.

The final component of the executive compensation program is the 1994
Key Employee Stock Option Plan ("Plan") which was adopted and approved by the
Company's shareholders at the 1994 annual meeting and is for the benefit of the
Company's key employees, including officers, who meet certain criteria. The
purpose of the Plan is to attract, motivate, and retain those highly competent
individuals upon whose judgment, initiative, and leadership, the continued
success of the Company depends. The Plan is administered by a committee of three
members of the Board of Directors who are not eligible to participate in the
Plan. Subject to the provisions of the Plan, the Committee has sole discretion
and authority to determine from among eligible employees those to whom and time
or times at which, options may be granted, the numbers of shares of Common Stock
to be subject to each option, and the type of option to be granted. On October
5, 1999 and May 18, 2000 Mr. McNew was granted 45,000 and 25,000 options,
respectively, to acquire the Company's common stock at exercise prices of $5.75
and $5.50 per share, respectively.

No member of the Compensation and Incentive Committee is a former or
current officer or employee of the Company or any of its subsidiaries.

Arch C. Scurlock John M. Toups John H. Grover

13
SUMMARY COMPENSATION TABLE

The following table sets forth information relating to the Chief Executive
Officers and other officers whose compensation exceeded $100,000 serving except
as otherwise indicated at the close of the fiscal year ended March 31, 2001 for
services rendered in all capacities during the fiscal years ended March 31,
2001, 2000, and 1999.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
------------------- ----------------------
Payouts
-------
Other Annual
Compen- Options All Other
Salary Bonus sation SARs Compensation
Year ($) ($) ($)(1) (#) ($)(2)
---- ------- -------- ----------- --------- --------------

Charles L. McNew(3) 2001 200,000 30,000 925(1) 25,000 1,160
2000 100,451 100,000 925 45,000 1,962

John J. Reis(4) 2001 18,328 - 50,000 - 676
Former CEO/President 2000 201,247 150,000 675 25,000 5,948
1999 11,539 - - 50,000 -

Howard C. Mills(5) 2001 - - 50,000 - -
Former CEO/President 2000 38,777 - 52,958 - 1,307
1999 172,603 - 4,697 - 22,900

Joseph Sciacca 2001 130,931 22,000 - 25,000 7,017

James L. May 2001 133,396 5,325 - 10,000 6,225

James L. Sherwood, IV 2001 127,945 6,000 - - 7,156
2000 113,543 6,000 - 5,000 2,390
1999 111,348 3,220 - 5,000 9,453

Robert V. Santmyer 2001 154,988 28,000 - - 5,129
2000 118,466 35,000 - 25,000 -

Melvin L. Schuler 2001 124,961 - - - 6,904
2000 110,921 6,243 - 5,000 2,502
1999 108,764 - - 3,000 2,443

James C. Dobrowolski 2001 22,612 6,000 - - 1,673
2000 117,903 - - - 2,358
1999 113,659 6,864 2,400 8,000 2,130

(1) Value of Company furnished auto.
(2) Amounts contributed to officer under 401(k) plan, and insurance plans.
(3) Mr. McNew's annual base salary is $200,000.
(4) Mr. Reis' employment with the Company ceased effective April 2000.
(5) Mr. Mills retired from the Company effective April 1, 1999. The Company
entered into a consulting agreement with Mr. Mills whereby he provides
certain advisory services. The Agreement is for a term of ten years
commencing April 1, 1999 and ending March 31, 2009. Mr. Mills receives
$50,000 per year, payable monthly, in exchange for his services.
14

DIRECTOR COMPENSATION

Directors who are not officers of the Company receive an annual fee
of $1,000. During the fiscal year ended March 31, 2001 Directors also received
$2,000 and reimbursement of expenses incurred for each meeting of the Board of
Directors which they attended. Each Director is granted 5,000 options on the
date of their initial election and up to 2,000 options on each annual reelection
by the stockholders as a Director of the Company.

OPTION GRANTS IN FISCAL YEAR 2001

1994 STOCK OPTION PLAN

Potential Realizable Value at
Percent Total Assured Annual Rates of Stock
Options Granted Exercise Price Appreciation for Option
Options to Employees in or Base Expiration Term(2)
NAME Granted(1) Fiscal Year Price($) Date ------------------------------
- ---- ---------- ----------- -------- ---- 5%($) 10%($)
- ---- ----- ------

Charles L. McNew 25,000 18.1 5.50 5/2005 37,989 83,945
CEO/President

Joseph Sciacca 15,000 11.1 5.50 5/2005 22,793 50,367
Chief Financial Officer

Thomas J. Basile 45,000 33.5 3.55 2/2006 44,135 97,529
Vice President

(1) On May 18, 2000, options were granted to the following individuals:
Charles McNew (25,000) and Joseph Sciacca (15,000). On February 12, 2001,
options were granted to the following individual: Thomas Basile (45,000).

(2) Discloses the potential realizable value assuming that the market price of
the underlying security appreciates at annualized rates of 5 and 10
percent over the term of the award.

SEVERANCE ARRANGEMENTS

On May 8, 2000, the Company entered into an Executive Severance
Agreement ("Agreement") with Mr. McNew in recognition of his position of high
responsibility and authority. The Agreement provides benefits under certain
circumstances including a change in control of the Company and remains in effect
so long as Mr. McNew continues to be employed by the Company. It confirms that
employment is at will and provides for termination without additional
compensation in the event of death, resignation, retirement or "for cause," as
defined therein. Except in connection with a change of control event,
termination for any other reason results in compensation equal to twelve (12)
months salary. In the event of termination within one year after a change in
control, Mr. McNew would receive compensation equal to twenty-four months salary
subject to statutory limitations.

In addition, the Company and Mr. McNew entered into a letter agreement
dated March 31, 2001 pursuant to which the Company, in consideration of Mr.
McNew's continued employment with the Company through March 31, 2002, agreed to
pay to Mr. McNew $100,000 as a severance

payment. This payment is based upon the Executive's current base salary rate and
will be paid on normal payroll payment dates. In addition, the Company will be
provided with at least 90 days' notice prior to March 31, 2002, in the event Mr.
McNew decides to terminate employment with the Company as of March 31, 2002.

NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

Percent Total Potential Realizable Value at
Options Granted Exercise Assured Annual Rates of Stock
Options to Employees in or Base Expiration Price Appreciation for Option
NAME Granted Fiscal Year Price($) Date Term(1)
- ---- ------- ----------- -------- ---- ---------------------------
5%($) 10%($)
----- ------

Arch C. Scurlock 2,000 1.4 7.06 4/2010 8,880 22.504
Chairman of the Board

John H. Grover 2,000 1.4 7.06 4/2010 8,880 22,504
Director

John M. Toups 2,000 1.4 7.06 4/2010 8,880 22,504
Director

Thomas L. Hewitt 5,000 3.5 7.06 4/2010 27,199 56,259
Director

Daniel R. Young 5,000 3.5 2.45 3/2011 7,704 19,523
Director

Alvin E. Nashman(2) 2,000 1.4 7.06 4/2010 8,880 22,504

(1) Discloses the potential reliable value assuming that the market price of
the underlying security appreciates at annualized rates of 5 and 10
percent over the term of the award.

(2) Alvin Nashman resigned from the board on August 24, 2000.
16

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END VALUES OF UNEXERCISED OPTIONS

Number of Unexercised Value of Unexercised In-The-
Shares Options at Year-End ----------------------------
Acquired on Value ($) ------------------------------ Money Options at Year-end
Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------

Arch C. Scurlock 0 0 7,000 2,000 0 0
Chairman of the Board

John H. Grover 0 0 7,000 2,000 0 0
Director

John M. Toups 0 0 7,000 2,000 0 0
Director

Thomas L. Hewitt 0 0 750 4,250 0 0
Director

Daniel R. Young 0 0 0 5,000 0 0
Director

Alvin E. Nashman 0 0 5,000 0 0 0
Director

Charles L. McNew 0 0 15,000 55,000 0 0
President & CEO

Joseph Sciacca 0 0 3,000 22,000 0 0
Chief Financial Officer

Ernest L. Ruffner 0 0 6,500 500 0 0
Secretary

James L. May 0 0 2,500 7,500 0 0
Vice President, Operations

Robert V. Santmyer 0 0 8,333 16,607 0 0
Vice President, Technology

James L. Sherwood, IV 0 0 6,750 13,000 0 0
Vice President, Contracts

Melvin L. Schuler 0 0 7,250 5,250 0 0
Vice President, Communications

James C. Dobrowolski 3,600 2,862 0 0 0 0
Vice President

PERFORMANCE GRAPH--SHAREHOLDERS RETURN

Set forth below is a graph comparing the cumulative return
of Halifax Corporation, the Standard & Poor's ("S&P") 500 Composite Stock Index
("S&P 500") and the Technology Sector Composite Index compiled by S&P. The graph
assumes a $100 initial investment on March 31, 1994 and a reinvestment of
dividends in Halifax Corporation and each of the companies reported in the
indices through March 31, 2001 (the end of the Company's fiscal year).

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG HALIFAX CORP, THE S&P 500 INDEX,
AND THE S&P TECHNOLOGY SECTOR INDEX

[GRAPH]

$100 INVESTED ON 3/31/96 IN STOCK OR INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING MARCH 31.

CUMULATIVE TOTAL RETURN
-------------------------------------------------------
3/96 3/97 3/98 3/99 3/00 3/01

HALIFAX CORPORATION 100.00 251.67 206.77 172.18 166.45 58.31
S & P 500 100.00 119.82 177.34 210.07 247.77 194.06
S & P TECHNOLOGY SECTOR 100.00 135.19 204.31 327.74 580.25 231.82

TRANSACTIONS WITH MANAGEMENT

The Company on May 8, 2000 entered into an Executive Severance
Agreement ("Agreement") with Mr. McNew in recognition of his position of high
responsibility and authority. The Agreement provides benefits under certain
circumstances including a change in control of the Company and remains in effect
so long as Mr. McNew continues to be employed by the Company. It confirms that
employment is at will and provides for termination without additional
compensation in the event of death, resignation, retirement or "for cause," as
defined therein. Except in connection with a change of control event termination
for any other reason results in compensation equal to twelve (12) months salary.
In the event of termination within one (1) year after a change in control Mr.
McNew would receive compensation equal to twenty-four (24) months salary subject
to statutory limitations.

In addition, the Company and Executive entered into a letter
agreement dated March 31, 2001 pursuant to which the Company, in consideration
of Executive's continued employment with the Company through March 31, 2002,
agreed to pay to Executive $100,000 as a severance payment. This payment is
based upon the Executive's current base salary rate and will be paid on normal
payroll payment dates. In addition, Executive agrees to provide the Company with
at least 90 days' notice prior to March 31, 2002, in the event Executive decides
to terminate employment with the Company as of March 31, 2002.

Mr. Ruffner receives $1,500 per month for serving as Corporate
Secretary. Under a Consulting Agreement with the Company, Mr. Mills, a former
CEO, received $50,000 in fees during the year ended March 31, 2001.

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed the firm of Deloitte & Touche
LLP, independent accountants, subject to the ratification of such appointment by
the Shareholders, to serve as independent accountants for the Company and its
subsidiaries for the year ending March 31, 2002. Deloitte & Touche LLP served as
the Company's independent accountants for the year ended March 31, 2001. The
Audit Committee has recommended approval of Deloitte Touche LLP as independent
accountants to the Board of Directors.

Ernst & Young LLP (the "Former Accountants") resigned as the
independent accountants for Halifax Corporation (the "Company") on October 19,
1999.

No report prepared by the Former Accountants on the consolidated
financial position of the Company at March 31, 1999 and 1998, and the
consolidated results of operations and its cash flows of each of the three years
in the period ended March 31, 1999, contained an adverse opinion or disclaimer
of opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles.

In connection with the audit conducted by the Former Accountants for
the fiscal year ended March 31, 1999, which was concluded on September 7, 1999,
and which included the consolidated balance sheets of the Company as of March
31, 1999 and 1998, and the related consolidated statements of operations,
changes in stockholders' equity (deficit) and cash flows

for each of the three years in the period ended March 31, 1999, there were no
disagreements between the Company and the Former Accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
the Former Accountants, would have caused them to make reference thereto in
their report on the financial statements for those years.

The fiscal year 1999 audit was completed on September 7, 1999 with
the issuance, by the Former Accountants, of a clean opinion as presented in the
Company's Form 10-K which was filed with the SEC on September 9, 1999.

The Company is advised that no member of the Former Accountants had
and Deloitte & Touche LLP has any direct or indirect interest in the Company or
any of its subsidiaries or has had, since its appointment, any connection with
the Company or any of its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer or employee. Representatives of Deloitte &
Touche LLP will be invited to the annual meeting and, if present, will have the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors
and executive officers, and persons who own more than 10% of a registered class
of the Company's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file. The Company believes
that all of these filing requirements were satisfied by its officers and
directors and by the other beneficial owners of more than 10% of the Company's
Common Stock. On making the foregoing statements, the Company has relied upon
copies of the reporting forms received by it and certain written
representations.

SHAREHOLDERS' PROPOSALS

Pursuant to the proxy rules under the Exchange Act, the Company's
shareholders are notified that the deadline for providing the Company timely
notice of any shareholder proposal to be submitted outside of the Rule 14a-8
process for consideration at the Company's 2002 Annual Meeting of Stockholders
(the "2002 Meeting") will be June 30, 2002. As to all such matters which the
Company does not have notice on or prior to June 30, 2002, discretionary
authority shall be granted to the persons designated in the Company's proxy
related to the 2002 Meeting to vote on such proposal. A shareholder proposal
regarding the 2002 Meeting must be submitted to the Company at its office
located at 5250 Cherokee Avenue, Alexandria, Virginia 22312, by April 17, 2002
to receive consideration for inclusion in the Company's 2002 proxy materials.
Any such proposal must also comply with the proxy rules under the Exchange Act,
including Rule 14a-8.

TRANSFER AGENT AND REGISTRAR

The American Stock Transfer & Trust Company, is the Company's
transfer agent and registrar.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows
of no additional matters to be presented for vote of the shareholders at the
Annual Meeting, nor has it been advised that others will present any other
matters. Should any matters be properly presented at the Annual Meeting for a
vote of the shareholders, the proxies will be voted in accordance with the best
judgment of the proxy holder.

FORM 10-K

THE ANNUAL REPORT ON FORM 10-K FOR THE COMPANY'S FISCAL YEAR ENDED
MARCH 31, 2001, HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SHAREHOLDERS, SHOULD THEY SO DESIRE, MAY OBTAIN A COPY OF THE FORM 10-K WITHOUT
CHARGE, EXCEPT FOR EXHIBITS TO THE REPORT, FROM THE COMPANY BY WRITTEN REQUEST
WHICH SHOULD BE MADE TO HALIFAX CORPORATION, 5250 CHEROKEE AVENUE, ALEXANDRIA,
VIRGINIA 22312, ATTENTION: CORPORATE SECRETARY.

By Order of the Board of Directors

Ernest L. Ruffner
Secretary

21
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF SHAREHOLDERS
HALIFAX CORPORATION

SEPTEMBER 20, 2001

\/ Please Detach and Mail in the Envelope Provided \/

A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

FOR ALL NOMINEES WITHHOLD AUTHORITY
listed at right to vote for all
(except as marked to the nominees listed at
contrary below) right
FOR AGAINST ABSTAIN

1. Election of [ ] [ ] 2. Proposal to ratify Deloitte & Touche, [ ] [ ] [ ]
Directors LLP as Independent Public Accountants
of the Company for the fiscal year
NOMINEES: Arch C. Scurlock ending March 31, 2002.
John H. Grover
INSTRUCTION: To withhold authority to Charles L. McNew 3. In their discretion, upon such other
vote for any individual nominee, strike Daniel R. Young matters as properly may come before
a line through the nominee's name in the John M. Toups the meeting.
list at right. Thomas L. Hewitt
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2.

The undersigned acknowledges receipt with this
Proxy a copy of the Proxy Statement for the Annual
Meeting of Shareholders to be held September 20, 2001.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.

PLEASE CHECK IF YOU INTEND TO BE PRESENT AT THE MEETING [ ]

- --------------------------------- ------------------------------------ --------------------------
Signature of Shareholder Signature, if held jointly Dated , 2001

IMPORTANT: Please date this proxy and sign exactly as your name(s) appear on the Company records. If shares are
held jointly, signatures should include both names. Executors, administrators, trustees, guardians and
others, signing in a representative capacity, please give full title. If a corporation, please sign in full
corporation name by president or other authorized officer.

PROXY HALIFAX CORPORATION PROXY
5250 CHEROKEE AVENUE
ALEXANDRIA, VIRGINIA 22312
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 20, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Ernest L. Ruffner and Joseph Sciacca or either
of them, as proxies and attorneys in fact with full power of substitution to
represent and to vote for the undersigned all shares of Common Stock, $0.24
par value, of Halifax Corporation that the undersigned would be entitled to
vote if personally present at the Annual Meeting of Shareholders of Halifax
Corporation to be held on September 20, 2001 and at any adjournment thereof.

(TO BE SIGNED ON REVERSE SIDE)