ESSEX CORPORATION and SUBSIDIARY and ADAPTIVE OPTICS ASSOCIATES, INC. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

EXHIBIT 99.3

ESSEX CORPORATION and SUBSIDIARY

and ADAPTIVE OPTICS ASSOCIATES, INC.

PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

Introduction

Pursuant to a Stock Purchase Agreement dated September 19, 2006 by and among Essex Corporation (“Essex” or the “Company”), Adaptive Optics Associates, Inc. (“AOA”), MTLG Investments, Inc. and Metrologic Instruments, Inc., Essex acquired all of the issued and outstanding shares of AOA from MTLG Investments, Inc. The transaction became effective as of October 1, 2006.

Pro Forma financial information, prepared as if the transaction were consummated on January 1, 2005 (the beginning of the Company’s fiscal year), is presented as follows.

1. Pro Forma Consolidated Statement of Operations for the Fiscal Year Ended Dec 31, 2005 (unaudited)

2. Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2006 (unaudited)

3. Pro Forma Balance Sheet as of September 30, 2006 (unaudited)

4. Notes to Pro Forma Financial Information (unaudited)

Essex Corporation and Subsidiary

and Adaptive Optics Associates, Inc (AOA)

Pro Forma Consolidated Statement of Operations

For the Fiscal Year Ended

December 31, 2005

Unaudited

(In thousands, except for per share amounts)

		Historical
		Essex				AOA				Total				Pro Forma Adjustments & Elminations				Pro Forma Adjusted Total
						(Note A)
Revenues
Services and products		$	135,577			$	32,136			$	167,713			$	0			$	167,713
Purchased Materials			24,224				0				24,224				0				24,224
Total			159,801				32,136			$	191,937				0				191,937
Cost of Goods Sold and Services Produced Provided:
Services and products			(93,436	)			(18,255	)			(111,691	)			0				(111,691	)
Purchased materials			(22,541	)			0				(22,541	)			0				(22,541	)
Total			(115,977	)			(18,255	)			(134,232	)			0				134,232
Gross Margin			43,824				13,881				57,705				0				57,705
Selling, general and administrative expenses			(30,198	)			(9,911	)			(40,109	)			(818	)E1			(40,927	)
Research and development			(2,815	)			(1,083	)			(3,898	)			0				(3,898	)
Amortization of other intangible assets			(3,504	)			0				(3,504	)			(728	)E1			(4,232	)
Operating Income			7,307				2,887				10,194				(1,546	)			8,648
Interest/dividend Income (expenses), net			1,314				(553	)			761				(2,061	)E2			(1,300	)
Income Before Income Taxes			8,621				2,334				10,955				(3,607	)			7,348
Provision for income taxes			(66	)			(906	)			(972	)			1,400	E3			428
Net Income		$	8,555			$	1,428			$	9,983			$	(2,207	)		$	7,776
Basic Earnings Per Common Share		$	0.40							$	0.47							$	0.37
Diluted Earnings Per Common Share		$	0.38							$	0.44							$	0.34
Weighted Average Number of Essex Shares Outstanding
Basic			21,210								21,210								21,210
Effect of dilution - Stock options			1,546								1,546								1,546
Diluted			22,756								22,756								22,756

The accompanying notes are an integral part of these pro forma financial statements

Essex Corporation and Subsidiary

and Adaptive Optics Associates, Inc (AOA)

Pro Forma Consolidated Statement of Operations

For the Nine Months Ended

September 30, 2006

Unaudited

(In thousands, except for per share amounts)

		Historical
		Essex				AOA				Total				Pro Forma Adjustments & Elminations				Pro Forma Adjusted Total
						(Note A)
Revenues
Services and products		$	142,387			$	28,824			$	171,211			$	0			$	171,211
Purchased Materials			42,233				0				42,233				0				42,233
Total			184,620				28,824			$	213,444				0				213,444
Cost of Goods Sold and Services Produced Provided:
Services and products			(99,680	)			(15,640	)			(115,320	)			0				(115,320	)
Purchased materials			(39,396	)			0				(39,396	)			0				(39,396	)
Total			(139,076	)			(15,640	)			(154,716	)			0				(154,716	)
Gross Margin			45,544				13,184				58,728				0				58,728
Selling, general and administrative expenses			(31,177	)			(8,839	)			(40,016	)			(613	)E1			(40,629	)
Research and development			(3,793	)			(789	)			(4,582	)			0				(4,582	)
Amortization of other intangible assets			(1,750	)			0				(1,750	)			(117	)E1			(1,867	)
Operating Income			8,824				3,556				12,380				(730	)			11,650
Interest/dividend Income (expenses), net			527				(428	)			99				(1,074	)E2			(975	)
Income Before Income Taxes			9,351				3,128				12,479				(1,804	)			10,675
Provision for income taxes			(3,309	)			(1,251	)			(4,560	)			722	E3			3,839
Net Income		$	6,042			$	1,877			$	7,919			$	(1,082	)		$	6,836
Basic Earnings Per Common Share		$	0.28							$	0.37							$	0.32
Diluted Earnings Per Common Share		$	0.26							$	0.35							$	0.30
Weighted Average Number of Essex Shares Outstanding
Basic			21,622								21,622								21,622
Effect of dilution - Stock options			1,313								1,313								1,313
Diluted			22,935								22,935								22,935

The accompanying notes are an integral part of these pro forma financial statements

Essex Corporation and Subsidiary

and Adaptive Optics Associates, Inc (AOA)

Pro Forma Consolidated Balance Sheet

As of September 30, 2006

Unaudited

(In thousands)

		Historical
		Essex			AOA				Total			Pro Forma Adjustments & Elminations				Pro Forma Adjusted Total
					(Note A)
ASSETS
Current Assets
Cash and cash Equivalents		$	20,704		$	(659	)		$	20,045		$	(20,266	)D1		$	(221	)
Accounts receivable, net			42,920			7,088				50,008			0				50,008
Note receivable, current portion			867			0				867			0				867
Deferred tax assets, current portion			2,335			0				2,335			326	D2			2,661
Prepayments, inventory, net and other			2,265			2,594				4,859			0				4,859
Total Current Assets			69,091			9,023				78,114			(19,940	)			58,174
Property and equipment, net			20,909			3,383				24,292			2,453	D3			26,745
Other Assets
Goodwill			86,707			10,679				97,386			16,792	D4			114,178
Patents, net			449			223				672			0				672
Other intangible assets, net			3,819			0				3,819			1,208	D5			5,027
Note receivable - non-current			666			0				666			0				666
Deferred tax assets - non-current			395			0				395			0				395
Other			1,734			30				1,764			0				1,764
Total Other Assets			93,770			10,932				104,702			18,000				122,702
TOTAL ASSETS		$	183,770		$	23,338			$	207,108		$	513			$	207,621
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	10,709		$	613			$	11,322		$	0				11,322
Note payable			0			0				0			20,117	D1			20,117
Payable to Metrologic Instruments, Inc.			0			234				234			(234	)D6			0
Accrued wages and vacation			6,034			231				6,265			0				6,265
Accrued retirement plans contribution payable			510			0				510			0				510
Other accrued expenses			12,405			1,894				14,299			836	D7, D8			15,135
Capital leases			41			0				41			0				41
Total Current Liabilities			29,699			2,972				32,671			20,719				53,390
Deferred tax liabilities, non-current portion			0			453				453			(293	)D2			160
Long-term debt			43			0				43			0				43
Total Liabilities			29,742			3,425				33,167			20,426				53,593
Shareholders’ Equity
Common stock, no par value; 50 million shares authorized, 21,756 and 21,438 shares issued and outstanding, respectively			143,576			0				143,576			0				143,576
Additional paid-in capital			7,841			12,670				20,396			(12,670	)D9			7,841
Accumulated earnings			2,611			7,243				9,969			(7,243	)D9			2,611
Total Shareholders’ Equity			154,028			19,913				173,941			(19,913	)			154,028
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	183,770		$	23,338			$	207,108		$	513			$	207,621

The accompanying notes are an integral part of these pro forma financial statements

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

Note A: Historical Information

The financial information shown for Essex Corporation and Subsidiary (“Essex” or the “Company”) represents information from the Company’s Form 10-K for the year ended December 31, 2005, and Form 10-Q for the nine month period ended September 30, 2006.

The financial information for Adaptive Optics Associates, Inc (“AOA”) was derived from its audited financial information for the year ended December 31, 2005, as well as unaudited internal financial information for the nine months ended September 30, 2006.

Note B: Agreement to acquire Adaptive Optics Associates

Effective October 1, 2006, under a Stock Purchase Agreement (the “Purchase Agreement”) between the Company, MTLG Investments, Inc. and Metrologic Instruments, Inc. (“Metrologic”), the Company acquired all of the outstanding stock of AOA. Under the terms of the Purchase Agreement, the Company paid $40.3 million in cash, subject to post closing adjustment in the event AOA’s adjusted net working capital (as defined in the Purchase Agreement) as of September 30, 2006, exceeded or was less than $5.65 million.

The working capital adjustment is currently estimated to be approximately $636,000 payable to Metrologic.

The Company also incurred accounting and legal expenses of approximately $133,000.

The following table summarizes the estimated fair value of assets acquired and liabilities assumed at the date of acquisition.

Current assets			9,349
Equipment and other			5,836
Other assets			30
Goodwill			27,471
Intangible assets			1,431
Total assets acquired			44,117
Current liabilities			(3,574	)
Long term liabilities			(160	)
Net assets acquired		$	40,383

If Essex chooses to make an election under Section 338(h)(10) of the Internal Revenue Code to treat the sale of AOA’s stock, for tax purposes, as if the transaction were structured as a sale of all of AOA’s assets, Essex has agreed to increase the purchase price to the extent necessary to cover any increased tax liability to Metrologic as a result of such tax election.

Note C: Common Stock

Essex common stock is no par value with 50 million shares authorized. For historical purposes, there were 21,438,174 shares issued and outstanding as of December 31, 2005, and 21,755,617 at September 30, 2006. There were 22,756,363 and 22,935,015 diluted weighted average common shares outstanding during fiscal 2005 and in the first nine months of 2006, respectively.

Note D: Pro Forma Consolidated Balance Sheet (unaudited)

The Pro Forma Consolidated Balance Sheet has been prepared to reflect the allocation of the acquisition cost to the fair value of tangible and intangible assets acquired as noted above, including the elimination of AOA’s equity account. Adjustments included on the balance sheet:

1) Amount of existing cash applied to purchase price and debt assumed to complete the transaction (debt equates to purchase price plus transaction costs less majority of Essex cash balance at September 30, 2006).

2) Deferred tax adjustments associated with purchase accounting.

3) Increase in valuation of AOA’s tangible assets.

4) Net effect of elimination of AOA Goodwill at September 30, 2006 and the amount of the purchase price allocated to Goodwill for the AOA acquisition.

5) Valuation of AOA’s intangible assets.

6) Elimination of payable to Metrologic against goodwill.

7) Accrued expense for estimated potential payment of working capital adjustment of approximately $636,000.

8) $200,000 estimated for unrecorded liabilities and costs at the purchase date that would not be repaid by Metrologic. Any balance of this amount will reduce goodwill when or if it is determined that it is no longer needed.

9) Elimination of AOA equity accounts.

Note E: Pro Forma Consolidated Statements of Operations (Unaudited)

The Pro Forma Consolidated Statements of Operations have been prepared on the basis of the following assumptions

1) Amortizable intangible assets of approximately $1.2 million were primarily related to contracts.

Amortization is calculated on a straight-line basis relative to the operating results of the contract portfolio. Pro forma amortization of other intangibles was $728,00 million in 2005, and $117,000 for the nine months ended September 30, 2006.

Property and equipment pro forma of the fair value adjustment increased depreciation expense by $818,000 in 2005 and $613,000 in the nine months ended September 30, 2006, based on 36 month straight line depreciation.

2) Interest expense of $1.3 million for 2005 and $975,000 for the nine months ended September 30, 2006, was calculated on a straighline basis based upon an approximate $20M in debt at 6.5% (LIBOR plus 1.25 percent based upon Bank of America terms; LIBOR estimated at 5.25%). Pro forma adjustment amounted to approximately $2.1 million in 2005 and $876,000 in the nine months ended September 30, 2006.

3) Pro Forma adjustments were calculated using a estimated statutory tax rate of 38.8% for 2005 and 40% for 2006.