UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               ANALEX CORPORATION

                                (Name of Issuer)

                    Common Stock, par value $0.02 per share

                         (Title of Class of Securities)

                                  032 653 107

                                 (CUSIP Number)

                          Aryeh Davis, General Counsel
                        Pequot Capital Management, Inc.
                    500 Nyala Farm Road, Westport, CT 06880
                                 (203) 429-2200
           -----------------------------------------------------------
          (Name, Address, and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                 July 18, 2003
             -----------------------------------------------------
            (Date of Event which Requires Filing of This Statement)

         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .

                  Note. Schedules filed in paper format shall include a signed
         original and five copies of the schedule, including all exhibits. See
         Rule 13d-7 for other parties to whom copies are to be sent.

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

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




CUSIP No. 032 653 107

1  NAMES OF REPORTING PERSONS                   Pequot Capital Management, Inc.
   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         06-1524885
____________________________________________________________________________

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                (a)
                                                                (b)

____________________________________________________________________________

3        SEC USE ONLY
____________________________________________________________________________

4        SOURCE OF FUNDS

         OO

____________________________________________________________________________

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
         IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
         n/a

_____________________________________________________________________________

6        CITIZENSHIP OR PLACE OF ORGANIZATION

             Connecticut

_____________________________________________________________________________

                        7      SOLE VOTING POWER                12,057,796
NUMBER OF SHARES               ______________________________________________
  BENEFICIALLY
    OWNED BY            8      SHARED VOTING POWER                   0
      THE                      ______________________________________________
REPORTING PERSON
      WITH              9      SOLE DISPOSITIVE POWER           12,057,796
                               ______________________________________________

                        10     SHARED DISPOSITIVE POWER              0
                               ______________________________________________

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
         REPORTING PERSON                                       12,057,796

_____________________________________________________________________________

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES                                   n/a

_____________________________________________________________________________

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   44.6%*

_____________________________________________________________________________

14       TYPE OF REPORTING PERSON                                  IA

_____________________________________________________________________________


* See Item 5 below.




ITEM 1.   SECURITY AND ISSUER

         This Statement on Schedule 13-D (the "Statement") relates to the
Common Stock, par value $0.02 per share (the "Common Stock"), of Analex
Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's
principal executive offices is 5904 Richmond Highway, Alexandria, Virginia
22303

ITEM 2.  IDENTITY AND BACKGROUND

         This statement is being filed on behalf of Pequot Capital Management,
Inc., a Connecticut corporation (the "Reporting Person"). The Reporting Person
is an investment adviser registered under the Investment Advisers Act of 1940,
and acts as investment adviser to certain managed accounts over which the
Reporting Person exercises discretionary authority (the "Accounts"). The
address of the principal business and office of the Reporting Person, and of
the Executive Officers, Director and Controlling Person (as defined below) is
500 Nyala Farm Road, Westport, CT 06880.

                  The Reporting Person is the investment advisor/manager of,
and exercises sole investment discretion over, Pequot Private Equity Fund III,
L.P., a Delaware limited partnership ("PPE3") and Pequot Offshore Private
Equity Partners III, L.P., a Cayman Islands limited partnership ("PPE3O", and
together with PPE3, the "Funds"), each of which are Accounts.

                  The executive officers of the Reporting Person are Mr. Arthur
J. Samberg, Ms. Sharon Haugh and Mr. Harold Kahn, the director of the Reporting
Person is Mr. Arthur J. Samberg, and the controlling shareholder is Mr. Arthur
J. Samberg (collectively, the "Executive Officers, Director and Controlling
Person"). Each of the Executive Officers, Director and the Controlling Person
is a citizen of the United States. Gerald A Poch and Martin Hale, both
employees of the Reporting Person, will be directors of the Issuer upon
consummation of the transactions contemplated by the Purchase Agreement (as
defined in Item 4 below).

         Neither the Reporting Person nor the Executive Officers, Director and
Controlling Person have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

         Neither the Reporting Person nor the Executive Officers, Director and
Controlling Person have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         As more fully described in Item 4 hereof, the Funds and the Issuer
have entered into the Purchase Agreement (as such term is defined in Item 4)
with respect to the transactions contemplated thereby. The funds for the
purchase of the Preferred Stock and the issuance of the Warrants and the
Convertible Notes (as such terms are defined in Item 4) to be held by the
Accounts will be obtained from the contributions of the Accounts'
partners/shareholders.

         A copy of the Purchase Agreement is attached hereto as Exhibit 1 and
is incorporated herein by reference, and the description herein of the Purchase
Agreement is qualified in its entirety by reference to the Purchase Agreement.

ITEM 4.  PURPOSE OF TRANSACTION

         The Reporting Person will acquire the shares of Common Stock pursuant
to the terms of the Purchase Agreement. The Reporting Person considers the
shares of Common Stock that it will beneficially own as an investment made in
the ordinary course of its business. The Reporting Person intends to review on
a continuing basis its investment in the Issuer, including the Issuer's
business, financial condition and operating results and general market and
industry conditions and, based upon such review, may acquire additional shares
of Common Stock or dispose of shares of Common Stock in the open market, in
privately negotiated transactions or in any other lawful manner.

Purchase Agreement

         On July 18, 2003, the Issuer entered into a Subordinated Note and
Series A Convertible Preferred Stock Purchase Agreement (the "Purchase
Agreement") with the Funds, pursuant to which the Issuer agreed to: (i) issue
and sell to the Funds an aggregate of 6,726,457 shares of the Issuer's Series A
Convertible Preferred Stock, par value $0.02 per share (the "Preferred Stock")
for a purchase price of $2.23 per share of Preferred Stock (the "Preferred
Purchase Price"), representing an aggregate consideration of approximately
$15,000,000; (ii) in connection with the issuance and sale of the Preferred
Stock, issue a warrant to each of the Funds (the "Preferred Warrants")
exercisable to purchase the Issuer's Common Stock, at a ratio of one share of
Common Stock for every five shares of Common Stock issued or issuable upon
conversion of the Preferred Stock; (iii) issue and sell to the Funds
$10,000,000 in aggregate principal amount of the Issuer's Secured Subordinated
Convertible Promissory Notes (the "Convertible Notes"); and (iv) in connection
with the issuance and sale of the Convertible Notes, issue a warrant to each of
the Funds (the "Note Warrants," and together with the Preferred Warrants, the
"Warrants") exercisable to purchase Common Stock at a ratio of one share of
Common Stock for every five shares of Common Stock issued or issuable upon
conversion of the Convertible Notes. Capitalized terms used but not defined in
this Item 4 or elsewhere in the Statement shall have the meanings assigned to
such terms in the Purchase Agreement.

         Approval of the Issuer's stockholders is required by applicable law
and the Issuer has agreed to submit the Purchase Agreement and the transactions
contemplated thereby to its stockholders for approval. The obligations of the
parties to the Purchase Agreement to consummate the transactions contemplated
thereby are subject to certain conditions, including shareholder approval,
regulatory approvals and other customary closing conditions. Prior to the
Closing, the Funds or the Issuer may terminate the Purchase Agreement under
certain conditions, in each case as set forth in the Purchase Agreement.

Voting Agreement

         Concurrently with, and as a condition to, the Funds' execution of the
Purchase Agreement, certain stockholders of the Issuer, consisting of Jon M.
Stout, Patricia W. Stout, the Stout Dynastic Trust, S Co., LLC, J. Richard
Knop, C.W. Gilluly, Peter Belford, Sr., Lese Ann Kodger and Gerald McNichols,
entered into a Voting Agreement (the "Voting Agreement"). Under the Voting
Agreement, such stockholders have agreed that, at any meeting of the
stockholders of the Issuer, or in connection with any action proposed to be
taken by the stockholders of the Issuer, such stockholders will vote in favor
of the adoption of the Purchase Agreement and the approval of the transactions
contemplated thereby. The stockholders party to the Voting Agreement
beneficially own an aggregate of 7,238,687 shares of Common Stock, representing
approximately 48.2% of the issued and outstanding shares of Common Stock as of
July 18, 2003.

         Pursuant to the terms of the Voting Agreement, each stockholder party
thereto also agrees that until the transactions contemplated by the Purchase
Agreement are consummated or the Purchase Agreement is terminated, such
stockholder will not: (i) sell, transfer, pledge, assign, or otherwise dispose
of such stockholder's shares of the Issuer, except as provided in the Voting
Agreement; (ii) enter into any voting arrangement with respect to such shares;
or (iii) take any other action that would in any way restrict, limit, or
interfere with, the performance of such stockholder's obligations under the
Voting Agreement.

Stockholders Agreement

         At the Closing, the Funds, the Issuer and certain stockholders of the
Issuer who, together with the Funds, will own a majority of the Common Stock of
the Issuer upon the Closing, will enter into a Stockholders' Voting Agreement
("Stockholders Agreement") pursuant to which the Funds and such stockholders
agree to vote, or cause to be voted, all securities of the Issuer they own or
over which they have voting control so that the number of directors of the
Issuer will be seven, consisting of: (i) the Issuer's chief executive officer
("CEO"), currently Sterling E. Phillips, Jr.; (ii) two directors designated by
the Funds; (iii) three non-employee directors designated by the Issuer's CEO
and acceptable to the Funds; and (iv) one independent director designated by
the Funds and acceptable to the Issuer's CEO.

         One of the directors designated by the Funds will be the "financial
expert" required by Securities and Exchange Commission ("SEC") rules, and, to
the greatest extent permitted by applicable law and regulations, at least one
director designated by the Funds will be on each committee of the Board. Under
certain circumstances where the Funds hold less than certain specified
percentages of the securities the Funds originally purchase at the Closing, the
right to designate two directors in (ii) above will be reduced to one or no
directors and the above voting provisions will be adjusted in the manner
described in the Stockholders Agreement.

         Immediately following the Closing, the Board will be constituted in
accordance with the Stockholders Agreement, and will consist of four current
directors (Sterling E. Phillips, Jr., Peter Belford, Sr., Lincoln D. Faurer and
Daniel R. Young) and three directors designated by the Funds, including Gerald
A. Poch and Martin Hale. At the Closing, Jon M. Stout, Shawna Stout, Alan
Kaplan and Gerald McNichols will resign from the Board.

         In certain circumstances, including the Issuer's failure to redeem the
Preferred Stock as required or failure to pay certain amounts due under the
Convertible Notes, the Funds or certain of their transferees may designate
additional directors so that the Funds' directors comprise a majority of the
Board. This right will terminate if the Issuer redeems the Preferred Stock and
repays the amounts then due under the Convertible Notes.

Registration Rights Agreement

         In connection with the transactions contemplated by the Purchase
Agreement, the Issuer and the Funds intend to enter into a Registration Rights
Agreement (the "Registration Rights Agreement"), to be delivered at the
Closing. Pursuant to the Registration Rights Agreement, within 30 days
following the Closing, the Issuer will be required to file a registration
statement on Form S-3 registering the resale of the Common Stock underlying the
Preferred Stock, the Convertible Notes and the Warrants. The Issuer will be
required to keep such registration statement effective until all the Common
Stock registered thereunder is sold or the holders are entitled to sell such
Common Stock under Rule 144(k) under the Securities Act of 1933, as amended.
The Registration Rights Agreement also provides Pequot with piggyback
registration rights with respect to certain underwritten offerings initiated by
the Issuer.

Repurchase Agreement

         Concurrent with the execution of the Purchase Agreement, the Issuer
entered into an Securities Repurchase Agreement (the "Repurchase Agreement") to
purchase an aggregate of 2,625,451 shares of Common Stock and warrants and
options exercisable to purchase an aggregate of 1,209,088 shares of Common
Stock from the Issuer's chairman Jon Stout, certain members of Mr. Stout's
immediate family and entities controlled by Mr. Stout and his family for an
aggregate purchase price of $9,166,844.21 (the "Stout Repurchase Transaction").
Stockholder approval of the transactions contemplated by the Purchase Agreement
is a condition to closing under the Repurchase Agreement and the consummation
of the transactions contemplated by the Repurchase Agreement is a condition to
closing under the Purchase Agreement.

         A copy of the Purchase Agreement, the Voting Agreement, the form of
Stockholders Agreement, the form of Registration Rights Agreement and the
Repurchase Agreement are attached hereto as Exhibits 1, 2, 3, 4 and 5,
respectively, and are incorporated herein by reference, and the description
herein of such agreements are qualified in their respective entireties by
reference to such agreements.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

         (a) The Reporting Person beneficially owns 12,057,796 shares of Common
Stock, representing 44.6% of shares of Common Stock outstanding as reported in
the Issuer's Preliminary Proxy Statement on Schedule 14A, filed on July 23,
2003 (assuming the issuance of 12,057,796 shares of Common Stock issuable upon
conversion of the Preferred Stock, the conversion of the Convertible Notes and
the exercise of the Warrants). If the Stout Repurchase Transaction is taken
into account, the Reporting Person would beneficially own 49.4% of the shares
of Common Stock outstanding (assuming (i) the repurchase of 2,625,451 shares of
Common Stock in connection with the Stout Repurchase Transaction and (ii) the
issuance of 12,057,796 shares of Common Stock issuable upon conversion of the
Preferred Stock, the conversion of the Convertible Notes and the exercise of
the Warrants).

          (b) Upon the Closing, the Reporting Person will have the sole power
to vote, direct the vote, dispose and direct the disposition of the 12,057,796
shares of Common Stock.

          (c) Except for the information set forth, or incorporated by
reference, in Items 3 and 4, which is incorporated herein by reference, none of
the Reporting Persons has effected any transaction relating to the Common Stock
during the past 60 days.

         (d) Not applicable.

         (e) Not applicable.

ITEM 6.  CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER

         Reference is made to the Purchase Agreement, the Voting Agreement, the
form of Stockholders Agreement, the form of Registration Rights Agreement and
the Repurchase Agreement described in Items 3 and 4, which are included as
Exhibits 1, 2, 3, 4 and 5, respectively, and are incorporated by reference
herein.

         In connection with the transactions contemplated by the Purchase
Agreement, at the Closing, the Issuer will issue to the Funds the Preferred
Stock, the Preferred Warrants, the Convertible Notes and the Note Warrants.

Preferred Stock

         The 6,726,457 shares of Preferred Stock will be convertible into
Common Stock at any time at the election of its holders, initially at a ratio
of one share of Common Stock for every share of Preferred Stock and subject to
adjustments for certain dilutive equity issuances and for stock splits, stock
dividends and similar events. The Preferred Stock will automatically convert
into Common Stock if, any time following 18 months after the Closing, the
average closing price of the Common Stock over a 20 consecutive trading day
period exceeds 2.5 times the conversion price then in effect for the Preferred
Stock. In addition, the Preferred Stock held by holders that do not accept an
offer by the Issuer to purchase the Preferred Stock for at least 2.5 times the
conversion price then in effect also will automatically convert into Common
Stock. In addition, the Preferred Stock will automatically convert into Common
Stock upon the agreement of the holders of a majority of the Preferred Stock.
Holders of Preferred Stock will be entitled to vote on actions to be taken by
the stockholders together with all other classes and series of voting stock of
the Issuer as a single class, except as otherwise provided by applicable law or
as described below. Each share of Preferred Stock is entitled to the number of
votes equal to the number of shares of Common Stock into which such share of
Preferred Stock is convertible. Initially, each share of Preferred Stock will
be entitled to one vote. As long as 50% of the shares of Preferred Stock issued
at Closing remain outstanding, or, if the Issuer has failed to comply with its
redemption obligations, as long as any shares of Preferred Stock issued at
Closing remain outstanding, the Issuer will not be allowed to take certain
actions without the prior written consent of the holders of a majority of the
Preferred Stock outstanding. The holders of Preferred Stock are entitled to
customary preemptive rights and liquidation and dissolution preferences.

         Dividend Rights

         Holders of the Preferred Stock are entitled to receive cumulative
dividends on the Preferred Stock each quarter beginning on September 30, 2003
at the per annum rate of 6% of the Preferred Purchase Price. The dividend will
be payable in cash; provided, however, that if at any time after initial
issuance of the Preferred Stock: (i) the Issuer's available cash for operations
for the following twelve month period is less than $1,000,000 in excess of
business projections approved by the Issuer's board of directors for such
twelve month period, or (ii) the Issuer's payment of the dividend in cash will
result in an event of default under the Issuer's senior indebtedness, then the
dividend, at the option of the Issuer, may be paid in shares of Preferred Stock
valued at the Preferred Purchase Price. Holders of the Preferred Stock are
entitled to receive such dividends immediately after the payment of any
dividends to senior securities required by the Issuer's certificate of
incorporation, prior to any payment of dividends to junior securities and the
Common Stock and at the same time as the payment of dividends to parity
securities.

         Redemption

         At any time after the fourth anniversary of the Closing, the holders
of the Preferred Stock are entitled to require the Issuer to redeem their
Preferred Stock at a per share price equal to the Preferred Purchase Price (as
adjusted for stock splits, stock dividends and similar events) plus any accrued
but unpaid dividends. The redemption will be made in four equal quarterly
installments beginning 60 days after the redemption rights are exercised, and
the redemption price is payable in cash. If the Issuer is unable to effect any
required quarterly redemption of Preferred Stock for a period of nine
consecutive months after such redemption was required, the holders of the
Preferred Stock will have the right to designate additional directors so that
directors designated by the holders comprise a majority of the Issuer's board
of directors.

Convertible Notes

         Pursuant to the terms of the Convertible Notes, at any time and from
time to time, the Reporting Person may, at its sole option, convert the
outstanding principal and accrued and unpaid interest on the Notes in whole or
in part into Preferred Stock. The Convertible Notes may be converted in the
number of Preferred Stock determined by dividing (i) the sum of the aggregate
principal amount and the accrued and unpaid interest, by (ii) an amount equal
to 135% of the Preferred Purchase Price (subject to adjustments for stock
splits, stock dividends and similar events). At the Closing, the Convertible
Notes would be convertible into an aggregate of 3,321,707 shares of Preferred
Stock, which are convertible into shares of Common Stock initially at a ratio
of one Share for every Preferred Share and are subject to adjustments for
certain dilutive equity issuances and for stock splits, stock dividends and
similar events. The Issuer may cause the automatic conversion of the
Convertible Notes into Common Stock if, any time following 18 months after the
Closing, the average closing price for the Common Stock over the 20 consecutive
trading day period prior to the date of conversion exceeds 2.5 times the
Preferred Purchase Price, as adjusted for dilutive equity issuances, stock
splits, stock dividends and similar events. The Convertible Notes are subject
to certain events of default specified in the Convertible Notes. Following an
event of default due to the nonpayment of principal, interest or other payments
due under the Convertible Notes that continues for a period of twelve
consecutive months, the holders of a majority of the Common Stock underlying
the securities issued to the Funds at the Closing will have the right to
designate a majority of the Issuer's board of directors. This right will
terminate upon the payment of the amounts due under the Convertible Notes.

         Interest

         Interest on the Convertible Notes is payable at a rate of 7% per
annum. Interest is payable in cash quarterly in arrears; provided, that, at the
Issuer's option, interest will accrue and will be added to principal if: (i)
the Issuer's available cash for operations for the twelve month period
following the date any such quarterly interest payment is due is less than
$1,000,000 in excess of business projections approved by the Issuer's board of
directors for such twelve month period; or (ii) the interest payment in cash
will result in a default under the Issuer's senior indebtedness. The interest
rate will increase to 11% if the Issuer defaults on any principal or interest
payment obligation under the Convertible Notes following a five-day cure
period.

         Prepayment

         Principal and interest on the Convertible Notes may not be prepaid
without the prior consent of the holders of a majority of the principal amount
outstanding under the Convertible Notes until 18 months following the Closing.
At any time after 18 months following the Closing, the Issuer may prepay
principal and interest under the Convertible Notes by so notifying the holders
of the Convertible Notes. Any prepayment will be made, at the option of the
holders of a majority of the principal amount outstanding under the Convertible
Notes either: (i) in cash in an amount equal to the sum of (a) the aggregate
principal amount outstanding and (b) the net present value (discounted at a
rate of 7% per annum) of the interest that is accrued and unpaid as of the
prepayment date and the interest that would have been payable by the Issuer
through the maturity date of the Convertible Notes; or (ii) by conversion of
the Convertible Notes into Preferred Stock at the Preferred Purchase Price
(subject to adjustments for stock splits, dividends and similar events) and the
payment by the Issuer of all accrued and unpaid interest on the Convertible
Notes in cash or, at the option of the holder, in shares of Preferred Stock.

         If any Convertible Note is prepaid, each Convertible Note will be
prepaid, in whole or in part, pro rata, based on the principal amount
outstanding under the respective Convertible Notes. Prepayment of the
Convertible Notes may only occur if the Issuer has an effective registration
statement filed with the SEC covering the resale of the shares of Common Stock
issuable upon the conversion of the Preferred Stock and the Convertible Notes
and upon the exercise of the Warrants and such shares are listed on AMEX or
another stock exchange approved by the holders of a majority of the Preferred
Stock.

Warrants

         In connection with the transactions contemplated by the Purchase
Agreement, the Issuer will issue the Preferred Warrants and the Note Warrants
to the Funds. The Preferred Warrants will be immediately exercisable at an
exercise price of $3.28 per share to purchase one share of Common Stock for
every five shares of Common Stock issued or issuable upon the conversion of the
Preferred Stock. At the Closing, the Preferred Warrants would be convertible,
in the aggregate, into 1,345,291 shares of Common Stock. The Note Warrants will
be immediately exercisable at an exercise price of $3.28 to purchase one share
of Common Stock for every five shares of Common Stock issued or issuable upon
conversion of the Convertible Notes. At the Closing, the Note Warrants would be
convertible, in the aggregate, into 664,341 shares of Common Stock. The
exercise price of the Warrants will be subject to adjustment for stock splits,
stock dividends and similar events. Cashless exercise will be permitted. Other
than as described above, the Warrants have substantially similar terms, a form
of which is included in this filing.

         A copy of the form of Certificate of Designations, Powers, Preferences
and Rights of the Preferred Stock, the form of the Convertible Notes, and the
form of the Warrants, each to be entered into at the Closing, are attached
hereto as Exhibits 6, 7 and 8, respectively, and are incorporated herein by
reference, and the description herein of such certificates and agreements are
qualified in their respective entireties by reference to such certificates and
agreements.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1   Subordinated Note and Series A Convertible Preferred Stock Purchase
            Agreement, dated as of July 18, 2003, by and among Analex
            Corporation and the Funds (incorporated by reference to Exhibit
            99.1 to the Issuer's Form 8-K, dated July 18, 2003 (filed July 21,
            2003)).

Exhibit 2   Voting Agreement, dated as of July 18, 2003, by and among certain
            stockholders of Analex Corporation (incorporated by reference to
            Exhibit 99.10 to the Issuer's Form 8-K, dated July 18, 2003 (filed
            July 21, 2003)).

Exhibit 3   Form of Stockholders' Voting Agreement to be entered into by and
            among Analex Corporation, the Funds and certain stockholders of
            Analex Corporation (incorporated by reference to Exhibit 99.6 to
            the Issuer's Form 8-K, dated July 18, 2003 (filed July 21, 2003)).

Exhibit 4   Form of Registration Rights Agreement to be entered into by and
            among Analex Corporation and the Funds (incorporated by reference
            to Exhibit 99.7 to the Issuer's Form 8-K, dated July 18, 2003
            (filed July 21, 2003)).

Exhibit 5   Securities Repurchase Agreement, dated as of July 18, 2003, by and
            among Analex Corporation, Jon M. Stout, Patricia Stout, Shawna
            Stout, Marcus Stout, Stout Dynastic Trust and S Co., LLC
            (incorporated by reference to Exhibit 99.2 to the Issuer's Form
            8-K, dated July 18, 2003 (filed July 21, 2003)).

Exhibit 6   Form of Certificate of Designations, Powers,
            Preferences and Rights of Series A Convertible Preferred
            Stock (incorporated by reference to Exhibit 4.1 to the
            Issuer's Form 8-K, dated July 18, 2003 (filed July 21,
            2003)).

Exhibit 7   Form of Secured Subordinated Convertible Promissory
            Note to be issued by Analex Corporation to the Funds
            (incorporated by reference to Exhibit 99.3 to the
            Issuer's Form 8-K, dated July 18, 2003 (filed July 21,
            2003)).

Exhibit 8   Form of Common Stock Purchase Warrant to be issued by
            Analex Corporation to the Funds (incorporated by
            reference to Exhibit 99.5 to the Issuer's Form 8-K, dated
            July 18, 2003 (filed July 21, 2003)).




                               S I G N A T U R E

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

Date: July 28, 2003                         Pequot Capital Management, Inc.




                                                   /s/ Aryeh Davis
                                            ----------------------------
                                            Aryeh Davis, General Counsel




                               INDEX TO EXHIBITS

Exhibit           Description

Exhibit 1         Subordinated Note and Series A Convertible Preferred Stock
                  Purchase Agreement, dated as of July 18, 2003, by and among
                  Analex Corporation and the Funds (incorporated by reference
                  to Exhibit 99.1 to the Issuer's Form 8-K, dated July 18, 2003
                  (filed July 21, 2003)).

Exhibit 2         Voting Agreement, dated as of July 18, 2003, by and among
                  certain stockholders of Analex Corporation (incorporated by
                  reference to Exhibit 99.10 to the Issuer's Form 8-K, dated
                  July 18, 2003 (filed July 21, 2003)).

Exhibit 3         Form of Stockholders' Voting Agreement to be entered into by
                  and among Analex Corporation, the Funds and certain
                  stockholders of Analex Corporation (incorporated by reference
                  to Exhibit 99.6 to the Issuer's Form 8-K, dated July 18, 2003
                  (filed July 21, 2003)).

Exhibit 4         Form of Registration Rights Agreement to be entered into by
                  and among Analex Corporation and the Funds (incorporated by
                  reference to Exhibit 99.7 to the Issuer's Form 8-K, dated
                  July 18, 2003 (filed July 21, 2003)).

Exhibit 5         Securities Repurchase Agreement, dated as of July 18, 2003,
                  by and among Analex Corporation, Jon M. Stout, Patricia
                  Stout, Shawna Stout, Marcus Stout, Stout Dynastic Trust and S
                  Co., LLC (incorporated by reference to Exhibit 99.2 to the
                  Issuer's Form 8-K, dated July 18, 2003 (filed July 21,
                  2003)).

Exhibit 6         Form of Certificate of Designations, Powers, Preferences
                  and Rights of Series A Convertible Preferred Stock
                  (incorporated by reference to Exhibit 4.1 to the Issuer's
                  Form 8-K, dated July 18, 2003 (filed July 21, 2003)).

Exhibit 7         Form of Secured Subordinated Convertible Promissory Note to
                  be issued by Analex Corporation to the Funds (incorporated by
                  reference to Exhibit 99.3 to the Issuer's Form 8-K, dated
                  July 18, 2003 (filed July 21, 2003)).

Exhibit 8         Form of Common Stock Purchase Warrant to be issued by Analex
                  Corporation to the Funds (incorporated by reference to
                  Exhibit 99.5 to the Issuer's Form 8-K, dated July 18, 2003
                  (filed July 21, 2003)).