UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   March 31, 2011

Alion Science and Technology Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 333-89756 54-2061691
_____________________
(State or other jurisdiction
_____________
(Commission
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(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1750 Tysons Boulevard, Suite 1300, McLean, Virginia   22102
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(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   703-918-4480

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 3.02 Unregistered Sales of Equity Securities.

On March 31, 2011, Alion Science and Technology Corporation (the "Company") sold approximately $1.7 million of common stock to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the "ESOP Trust"). The per share price to be ascribed to the common stock for such sale will be determined in a valuation of the common stock to be performed as of March 31, 2011. The trustee of the ESOP Trust, State Street Bank & Trust Company, has engaged an independent third-party valuation firm to assist in establishing a value for the Company’s common stock as of March 31, 2011. The Company expects the valuation to be completed by May 10, 2011.

The shares of common stock were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Alion Science and Technology Corporation
          
April 6, 2011   By:   /s/ Michael J. Alber
       
        Name: Michael J. Alber
        Title: Chief Financial Officer