UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                    FORM 15

  Certification and Notice of Termination of Registration under Section 12(g)
     of the Securities Exchange Act of 1934 or Suspension of Duty to File
  Reports Under Section 13 and 15(d) of the Securities Exchange Act of 1934.

                       Commission File Number: 000-50420


                           DIGITALNET HOLDINGS, INC.
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            (Exact name of registrant as specified in its charter)

      2525 Network Place, Herndon, VA 20171, (703) 563-7500
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   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                         DigitalNet common stock
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           (Title of each class of securities covered by this Form)

                                     Not Applicable
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      (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)     [X]        Rule 12h-3(b)(1)(i)     [X]
     Rule 12g-4(a)(1)(ii)    [ ]        Rule 12h-3(b)(1)(ii)    [ ]
     Rule 12g-4(a)(2)(i)     [ ]        Rule 12h-3(b)(2)(i)     [ ]
     Rule 12g-4(a)(2)(ii)    [ ]        Rule 12h-3(b)(2)(ii)    [ ]
                                        Rule 15d-6              [ ]

     Approximate number of holders of record as of the certification or notice
     date: 20

     Pursuant to the  requirements of the Securities Exchange  Act of 1934,
DigitalNet Holdings, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date:  10/25/04           By:  /s/ Sheila Cheston
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Instruction:  This form is  required  by Rules  12g-4,  12h-3 and 15d-6 of the
General Rules and Regulations  under the Securities  Exchange Act of 1934. The
registrant  shall  file with the  Commission  three  copies of Form 15, one of
which  shall  be  manually  signed.  It may be  signed  by an  officer  of the
registrant,  by counsel or by any other duly authorized  person.  The name and
title of the  person  signing  the form  shall be typed or  printed  under the
signature.