02-25166. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the Boston Stock Exchange, Inc.; (Digital Fusion, Inc., Common Stock, $.01 par value) File No. 0-24073

September 27, 2002.

Digital Fusion, Inc., a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.01 par value (“Security”), from listing and registration on the Boston Stock Exchange, Inc. (“BSE”).

The Issuer stated in its application that it has complied with all applicable laws in effect in the State of Delaware, in which it is incorporated, and with the BSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on August 12, 2002 to withdraw the Issuer's Security from listing on the BSE. In making the decision to withdraw its Security from the BSE, the Board of the Issuer represents that the Security has been quoted on the Nasdaq Small Cap Market since 1998. The Issuer's application relates solely to the Security's withdrawal from listing on the BSE and from registration under section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before October 18, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the BSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).