Page 1 of 4 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Versar, Inc.
_______________________________________________________________________________
(Name of Issuer)
Common
_______________________________________________________________________________
(Title of Class of Securities)
925297103
______________
(CUSIP Number)
Check the following box is a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
CUSIP NO. 925297103 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Versar Employee Savings and Stock Ownership Plan
Federal ID# 54-1367522
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
656,967
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
656,967
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,967
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.11%
12. TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 4 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Versar, Inc.
Item 1.
(a) The Issuer is Versar, Inc.
(b) Issuer's principal executive offices are located at 6850 Versar
Center, Springfield, Virginia 22151.
Item 2.
(a) Versar Employee Savings and Stock Ownership Plan ("ESSOP").
(b) Principal business address is: 6850 Versar Center, Springfield, Virginia
22151.
(c) Citizenship: United States
(d) Common shares
(e) CUSIP Number: 925297103
Item 3. Statement is Filed Pursuant to Rule 13d-1(b)
____________________________________________
(f) Employee Benefit Plan which is subject to the provisions of the Employee
Retirement Income Security Act of 1974; see 240.13d-1(b)(1)(ii)(F).
Item 4. Ownership
_________
(a) The aggregate number of shares beneficially owned by the ESSOP is 656,967
shares.
(b) This represents 13.11 percent of the 5,013,052 shares outstanding in the
Issuer's most recently filed Form 10-Q dated December 31, 1996.
Page 4 of 4 Pages
(c) The ESSOP has the sole power to vote or direct to vote all 656,967 shares
and that power is not shared with another person.
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
Item 7. Identification and Classification of the Subsidiary
___________________________________________________
Not applicable
Item 8. Identification and Classification of Members of the Group
_________________________________________________________
Not applicable
Item 9. Notice of Dissolution of Group
______________________________
Not applicable
Item 10. Certification
_____________
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes 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.
February 27, 1997
____________________________________________
Date
/S/ Michael Markels, Jr.
____________________________________________
Signature
Michael Markels, Jr., Trustee
____________________________________________
Name/Title
