X0303 5/A 2010-12-31 2011-02-09 0 0 0 0001487101 KEYW HOLDING CORP KEYW 0001212913 HANNON JOHN G 1334 ASHTON ROAD HANOVER MD 21076 1 0 0 0 Common stock, par value $0.001 2010-11-10 5 G 0 500000 0 D 45456 I John G. Hannon Revocable Trust U/A Dtd 03/09/04 Common stock, par value $0.001 2010-12-16 5 G 0 4745 0 D 40711 I John G. Hannon Revocable Trust U/A Dtd 03/09/04 Mr. Hannon is the trustee of this trust and has voting and dispositive power over the shares. He disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This Form 5/A is filed to correct Mr. Hannon's Form 5 filed February 9, 2011 in the following respects: (i) to indicate that Mr. Hannon does not have beneficial ownership of the shares held by The Hannon Family, LLC and (ii) to indicate that Mr. Hannon does not have beneficial ownership of the shares held by the John G. Hannon 2010 Grantor Retained Annuity Trust. /s/ Sarah E. Roberts as Attorney-in-Fact for John G. Hannon 2011-02-14