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OMB Number: 3235-0145
Expires: December 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. )*
VSE CORPORATION
(Name of Issuer)
COMMON STOCK ($.05 PAR VALUE)
(Title of Class of Securities)
918284 10
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of securi-
ties described in Item 1; and (2) has filed no amendment subsequent thereto re-
porting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)
*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 the dis-
closures 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 ("Act") 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).
Page 1 of 5
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CUSIP NO. 918284 10 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VSE Corporation Employee ESOP/401(k) Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan organized in Alexandria, VA (USA)
5 SOLE VOTING POWER
NUMBER OF 137,597
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 678,612
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 137,597
WITH
8 SHARED DISPOSITIVE POWER
678,612
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,209
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.3%
12 TYPE OF REPORTING PERSON*
Not Applicable
*SEE INSTRUCTION BEFORE FILLING OUT!
This Amendment No. * to Schedule 13G amends and/or supplements the original
Schedule 13G filed by the VSE Corporation Employee ESOP/401(k) Plan more than
ten (10) years ago and amended on an annual basis each year thereafter as re-
quired.
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ITEM 1(A). NAME OF ISSUER:
VSE Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2550 Huntington Avenue
Alexandria, Virginia 22303
ITEM 2(A). NAME OF PERSON FILING:
This Amendment No. * is filed by the VSE Corporation
Employee ESOP/401(k) Plan, an employee benefit plan.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The principal business office for the VSE Corporation
Employee ESOP/401(k) Plan is located at 2550 Huntington
Avenue, Alexandria, Virginia 22303
ITEM 2(C). CITIZENSHIP:
The VSE Corporation Employee EMPLOYEE ESOP/401(k) Plan is
organized under the laws of the commonwealth of Virginia.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common stock, $.05 par value
ITEM 2(E). CUSIP NUMBER:
918284 10
ITEM 3(F). Employee Benefit Plan which is subject to the provisions
of the Employee Retirement Income Security Act of 1974.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
816,209
(b) Percent of Class:
37.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote
137,597
(ii) shared power to vote or direct the vote
678,612
(iii) sole power to dispose or direct the disposition of
137,597
(iv) shared power to dispose or direct the disposition of
678,612
Page 3 of 5
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable. This is an employee benefit plan subject
to the requirements of the Employee Retirement Income
Security Act of 1974. The are approximately 700 participants
in the plan.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 4 of 5
PAGE
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ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
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: February 20, 1998 VSE Corporation Employee ESOP/401(k) Plan
By /s/ C. S. Weber
___________________________________
C. S. Weber, Trustee
Page 5 of 5
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