SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 11-K/A
Amendment No. 1
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 27, 1996
OR
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period ________________
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees of the VSE Corporation Employee ESOP/401(k) Plan have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
VSE CORPORATION EMPLOYEE ESOP/401(k) PLAN
Date: September 19, 1997 By: /s/ M. A. Robin
---------------------
M. A. Robin
Senior Vice President
VSE Corporation
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K A, into VSE
Corporation's previously filed Registration Statement on Form S-8, File
No. 333-15311.
Washington, D.C. By: /s/ Arthur Andersen LLP
September 19, 1997 -----------------------
