As filed with the Securities and Exchange Commission on December
9, 1999              Registration No. 333-______

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                         VSE CORPORATION
     (Exact name of registrant as specified in its charter)

                            Delaware
 (State or other jurisdiction of incorporation or organization)
                            54-069263
              (I.R.S. Employer Identification No.)

                     2550 Huntington Avenue
                   Alexandria, Virginia  22303
                         (703) 960-4600
  (Address of Principal Executive Offices, Including Zip Code)

                     1998 STOCK OPTION PLAN
             1998 NON-EMPLOYEE DIRECTORS STOCK PLAN
                    (Full Title of the Plans)

                         Craig S. Weber
                         VSE Corporation
                     2550 Huntington Avenue
                   Alexandria, Virginia  22303
             (Name and Address of Agent for Service)

                         (703) 329-4770
  (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:
                     Jeffrey E. Jordan, Esq.
                Arent Fox Kintner Plotkin & Kahn
                  1050 Connecticut Avenue, N.W.
                   Washington, DC  20036-5339
                         _______________
------------------------------------------------------------------------------
                                                     Proposed
                                                     Maximum
                        Amount       Price           Aggregate    Amount of
Title of Securities     To Be        Offering        Offering     Registration
To Be Registered        Registered   Per Share (1)   Price (1)    Fee
------------------------------------------------------------------------------
Common Stock, $.05
   par value            393,750      $8.6625         $3,410,860   $900.47
------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(h)(1), based on the average of the high and low
prices reported in the NASDAQ National Market within five business days prior
to the date of filing.


                             PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual
          Information*

     *Information required by Part I to be contained in a Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act") and the Note to Part I of Form S-8.

                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by the Registrant
with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement:

          1.   The Registrant's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998.

          2.   The Registrant's quarterly report on Form 10-Q for the
               period ended March 31, 1999.

          3.   The Registrant's quarterly report on Form 10-Q for
               the period ended June 30, 1999.

          4.   The Registrant's quarterly report on Form 10-Q for the
               period ended September 30, 1999.

          5.   All other reports filed pursuant to Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934
               (the "Exchange Act") since the end of the fiscal
               year ended December 31, 1998.

          6.   Registrant's Form 8-A Registration Statement filed
               pursuant to Section 12 of the Exchange Act,
               containing a description of the Registrant's
               common stock ("Shares"), including any amendment
               or report filed for the purpose of updating such
               description.

     In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

     David M. Osnos, a director of the Registrant, is a partner
in the law firm of Arent Fox Kintner Plotkin & Kahn.

Item 6.   Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at its request in such
capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  A
corporation shall not indemnify any person adjudged to be liable
to the corporation in any action or suit by or in the right of
the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for such
expenses as it may deem proper.

     Section 102(b)(7) of the Delaware General Corporation Law,
as amended, permits a corporation to provide in its certificate
of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.

     Article Eleven of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal liability
of a director for breach of fiduciary duty as permitted by
Section 102(b)(7) of the Delaware General Corporation Law, and
Article VII, Section 7 of the Registrant's Bylaws provides that
the Registrant shall indemnify its directors, officers, employees
and agents to the extent permitted by Section 145 of the Delaware
General Corporation Law.

     The Registrant has in effect a directors and officers
liability insurance policy under which the directors and officers
of the Registrant are insured against loss arising from claims
made against them due to wrongful acts while acting in their
individual and collective capacities as directors and officers,
subject to certain exclusions.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.   Exhibits.

See Exhibit Index on page 8.

Item 9.   Undertakings.

          (a)  The Registrant hereby undertakes:

               (1)  To file, during any period in which offers or
                    sales are being made of the securities
                    registered hereby, a post-effective amendment
                    to this Registrant Statement:

                    (i)  To include any prospectus required by
                         Section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts
                         or events arising after the effective
                         date of the Registration Statement (or
                         the most recent post-effective amendment
                         thereof) which,  individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         this Registration Statement;

                    (iii)     To include any material information
                         with respect to the plan of distribution
                         not previously disclosed in this
                         Registration Statement or any material
                         change to such information in this
                         Registration Statement;

provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

               (2)  That, for the purpose of determining any
                    liability under the Securities Act, each such
                    post-effective amendment shall be deemed to
                    be a new Registration Statement relating to
                    the securities offered therein, and the
                    offering of such securities at that time
                    shall be deemed to be the initial bona fide
                    offering thereof.

               (3)  To remove from registration by means of a
                    post-effective amendment any of the
                    securities being registered which remain
                    unsold at the termination of the offering.

          (b)  The Registrant hereby further undertakes that, for
               purposes of determining any liability under the
               Securities Act, each filing of the Registrant's
               annual report pursuant to Section 13(a) or Section
               15(d) of the Exchange Act that is incorporated by
               reference in the Registration Statement shall be
               deemed to be a new Registration Statement relating
               to the securities offered therein, and the
               offering of such securities at that time shall be
               deemed to be the initial bona fide offering
               thereof.

          (c)  Insofar as indemnification for liabilities arising
               under the Securities Act may be permitted to
               directors, officers and controlling persons of the
               Registrant pursuant to the foregoing provisions,
               or otherwise, the Registrant has been advised that
               in the opinion of the Commission such
               indemnification is against public policy as
               expressed in the Securities Act and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities (other
               than the payment by the Registrant of expenses
               incurred or paid by a director, officer or
               controlling person of the Registrant in the
               successful defense of any action, suit or
               proceeding) is asserted by such director, officer
               or controlling person in connection with the
               securities being registered, the Registrant,
               unless in the opinion of its counsel the matter
               has been settled by controlling precedent, will
               submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is
               against public policy as expressed in the
               Securities Act and will be governed by the final
               adjudication of such issue.


                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
County of Fairfax, State of Virginia, on this 9th day of
December, 1999.

                         VSE CORPORATION


                         By:  /s/ Craig S. Weber
                              ___________________________________
                              Craig S. Weber
                              Senior Vice President and Secretary


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Donald M. Ervine
and Craig S. Weber, and each of them his true and lawful
attorney-in-fact and agent with power of substitution and
resubstitution, for him, and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post effective amendments) to this Registration Statement on Form
S-3, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done to comply with the
provisions of the Securities Act and all requirements of the
Commission, hereby ratifying and confirming all that said
attorney-in-fact or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:

Signatures                   Title                           Date

/s/ Donald M. Ervine         Chairman of the Board,          December 6, 1999
Donald M. Ervine             Chief Executive Officer
                             and Director

/s/ James M. Knowlton        President, Chief                December 6, 1999
James M. Knowlton            Operating Officer
                             and Director

/s/ Thomas J. Corridon       Senior Vice President           December 6, 1999
Thomas J. Corridon           Chief Financial Officer
                             and Treasurer

/s/ Craig S. Weber           Senior Vice President           December 6, 1999
Craig S. Weber               and Secretary


/s/ Bonnie K. Wachtel        Director                        December 6, 1999
Bonnie K. Wachtel


/s/ Calvin S. Koonce         Director                        December 6, 1999
Calvin S. Koonce


/s/ Jimmy D. Ross            Director                        December 6, 1999
Jimmy D. Ross


/s/ Robert J. Kelly          Director                        December 6, 1999
Robert J. Kelly


/s/ David M. Osnos           Director                        December 6, 1999
David M. Osnos


                          EXHIBIT INDEX


Exhibit


4.   Instruments defining the rights of security holders

     (a)  The VSE Corporation 1998 Stock Option Plan,
          incorporated by reference from Appendix A to the Proxy
          Statement with respect to the Registrant's 1998 Annual
          Meeting filed with the Commission on April 7, 1998.

     (b)  The VSE Corporation 1998 Non-Employee Directors Stock
          Plan, incorporated by reference from Appendix B to the
          Proxy Statement with respect to the Registrant's 1998
          Annual Meeting filed with the Commission on April 7,
          1998.

5.   Opinion of Arent Fox Kintner Plotkin & Kahn re: validity of
     securities registered

23.  Consents of experts and counsel

     (a)  Consent of Arthur Andersen LLP

     (b)  Consent of Arent Fox Kintner Plotkin & Kahn (counsel):
          included in exhibit 5

24.  Power of Attorney: included on signature page.

<PAGE>
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{"company-data": {"conformed-name": "VSE CORP", "cik": "0000102752", "assigned-sic": "8711", "irs-number": "540649263", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92427", "film-number": "99771600"}, "business-address": {"street1": "2550 HUNTINGTON AVE", "city": "ALEXANDRIA", "state": "VA", "zip": "22303", "phone": "7039604600"}, "mail-address": {"street1": "2550 HUNTINGTON AVENUE", "city": "ALEXANDRIA", "state": "VA", "zip": "22303-1499"}, "former-company": {"former-conformed-name": "VALUE ENGINEERING CO", "date-changed": "19790612"}}
As filed with the Securities and Exchange Commission on December
9, 1999              Registration No. 333-______

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                         VSE CORPORATION
     (Exact name of registrant as specified in its charter)

                            Delaware
 (State or other jurisdiction of incorporation or organization)
                            54-069263
              (I.R.S. Employer Identification No.)

                     2550 Huntington Avenue
                   Alexandria, Virginia  22303
                         (703) 960-4600
  (Address of Principal Executive Offices, Including Zip Code)

                     1998 STOCK OPTION PLAN
             1998 NON-EMPLOYEE DIRECTORS STOCK PLAN
                    (Full Title of the Plans)

                         Craig S. Weber
                         VSE Corporation
                     2550 Huntington Avenue
                   Alexandria, Virginia  22303
             (Name and Address of Agent for Service)

                         (703) 329-4770
  (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:
                     Jeffrey E. Jordan, Esq.
                Arent Fox Kintner Plotkin & Kahn
                  1050 Connecticut Avenue, N.W.
                   Washington, DC  20036-5339
                         _______________
------------------------------------------------------------------------------
                                                     Proposed
                                                     Maximum
                        Amount       Price           Aggregate    Amount of
Title of Securities     To Be        Offering        Offering     Registration
To Be Registered        Registered   Per Share (1)   Price (1)    Fee
------------------------------------------------------------------------------
Common Stock, $.05
   par value            393,750      $8.6625         $3,410,860   $900.47
------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(h)(1), based on the average of the high and low
prices reported in the NASDAQ National Market within five business days prior
to the date of filing.

                             PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual
          Information*

     *Information required by Part I to be contained in a Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act") and the Note to Part I of Form S-8.

                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by the Registrant
with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement:

          1.   The Registrant's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998.

          2.   The Registrant's quarterly report on Form 10-Q for the
               period ended March 31, 1999.

          3.   The Registrant's quarterly report on Form 10-Q for
               the period ended June 30, 1999.

          4.   The Registrant's quarterly report on Form 10-Q for the
               period ended September 30, 1999.

          5.   All other reports filed pursuant to Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934
               (the "Exchange Act") since the end of the fiscal
               year ended December 31, 1998.

          6.   Registrant's Form 8-A Registration Statement filed
               pursuant to Section 12 of the Exchange Act,
               containing a description of the Registrant's
               common stock ("Shares"), including any amendment
               or report filed for the purpose of updating such
               description.

     In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

     David M. Osnos, a director of the Registrant, is a partner
in the law firm of Arent Fox Kintner Plotkin & Kahn.

Item 6.   Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at its request in such
capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  A
corporation shall not indemnify any person adjudged to be liable
to the corporation in any action or suit by or in the right of
the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for such
expenses as it may deem proper.

     Section 102(b)(7) of the Delaware General Corporation Law,
as amended, permits a corporation to provide in its certificate
of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.

     Article Eleven of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal liability
of a director for breach of fiduciary duty as permitted by
Section 102(b)(7) of the Delaware General Corporation Law, and
Article VII, Section 7 of the Registrant's Bylaws provides that
the Registrant shall indemnify its directors, officers, employees
and agents to the extent permitted by Section 145 of the Delaware
General Corporation Law.

     The Registrant has in effect a directors and officers
liability insurance policy under which the directors and officers
of the Registrant are insured against loss arising from claims
made against them due to wrongful acts while acting in their
individual and collective capacities as directors and officers,
subject to certain exclusions.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.   Exhibits.

See Exhibit Index on page 8.

Item 9.   Undertakings.

          (a)  The Registrant hereby undertakes:

               (1)  To file, during any period in which offers or
                    sales are being made of the securities
                    registered hereby, a post-effective amendment
                    to this Registrant Statement:

                    (i)  To include any prospectus required by
                         Section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts
                         or events arising after the effective
                         date of the Registration Statement (or
                         the most recent post-effective amendment
                         thereof) which,  individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         this Registration Statement;

                    (iii)     To include any material information
                         with respect to the plan of distribution
                         not previously disclosed in this
                         Registration Statement or any material
                         change to such information in this
                         Registration Statement;

provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

               (2)  That, for the purpose of determining any
                    liability under the Securities Act, each such
                    post-effective amendment shall be deemed to
                    be a new Registration Statement relating to
                    the securities offered therein, and the
                    offering of such securities at that time
                    shall be deemed to be the initial bona fide
                    offering thereof.

               (3)  To remove from registration by means of a
                    post-effective amendment any of the
                    securities being registered which remain
                    unsold at the termination of the offering.

          (b)  The Registrant hereby further undertakes that, for
               purposes of determining any liability under the
               Securities Act, each filing of the Registrant's
               annual report pursuant to Section 13(a) or Section
               15(d) of the Exchange Act that is incorporated by
               reference in the Registration Statement shall be
               deemed to be a new Registration Statement relating
               to the securities offered therein, and the
               offering of such securities at that time shall be
               deemed to be the initial bona fide offering
               thereof.

          (c)  Insofar as indemnification for liabilities arising
               under the Securities Act may be permitted to
               directors, officers and controlling persons of the
               Registrant pursuant to the foregoing provisions,
               or otherwise, the Registrant has been advised that
               in the opinion of the Commission such
               indemnification is against public policy as
               expressed in the Securities Act and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities (other
               than the payment by the Registrant of expenses
               incurred or paid by a director, officer or
               controlling person of the Registrant in the
               successful defense of any action, suit or
               proceeding) is asserted by such director, officer
               or controlling person in connection with the
               securities being registered, the Registrant,
               unless in the opinion of its counsel the matter
               has been settled by controlling precedent, will
               submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is
               against public policy as expressed in the
               Securities Act and will be governed by the final
               adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
County of Fairfax, State of Virginia, on this 9th day of
December, 1999.

                         VSE CORPORATION

                         By:  /s/ Craig S. Weber
                              ___________________________________
                              Craig S. Weber
                              Senior Vice President and Secretary

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Donald M. Ervine
and Craig S. Weber, and each of them his true and lawful
attorney-in-fact and agent with power of substitution and
resubstitution, for him, and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post effective amendments) to this Registration Statement on Form
S-3, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done to comply with the
provisions of the Securities Act and all requirements of the
Commission, hereby ratifying and confirming all that said
attorney-in-fact or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:

Signatures                   Title                           Date

/s/ Donald M. Ervine         Chairman of the Board,          December 6, 1999
Donald M. Ervine             Chief Executive Officer
                             and Director

/s/ James M. Knowlton        President, Chief                December 6, 1999
James M. Knowlton            Operating Officer
                             and Director

/s/ Thomas J. Corridon       Senior Vice President           December 6, 1999
Thomas J. Corridon           Chief Financial Officer
                             and Treasurer

/s/ Craig S. Weber           Senior Vice President           December 6, 1999
Craig S. Weber               and Secretary

/s/ Bonnie K. Wachtel        Director                        December 6, 1999
Bonnie K. Wachtel

/s/ Calvin S. Koonce         Director                        December 6, 1999
Calvin S. Koonce

/s/ Jimmy D. Ross            Director                        December 6, 1999
Jimmy D. Ross

/s/ Robert J. Kelly          Director                        December 6, 1999
Robert J. Kelly

/s/ David M. Osnos           Director                        December 6, 1999
David M. Osnos

                          EXHIBIT INDEX

Exhibit

4.   Instruments defining the rights of security holders

     (a)  The VSE Corporation 1998 Stock Option Plan,
          incorporated by reference from Appendix A to the Proxy
          Statement with respect to the Registrant's 1998 Annual
          Meeting filed with the Commission on April 7, 1998.

     (b)  The VSE Corporation 1998 Non-Employee Directors Stock
          Plan, incorporated by reference from Appendix B to the
          Proxy Statement with respect to the Registrant's 1998
          Annual Meeting filed with the Commission on April 7,
          1998.

5.   Opinion of Arent Fox Kintner Plotkin & Kahn re: validity of
     securities registered

23.  Consents of experts and counsel

     (a)  Consent of Arthur Andersen LLP

     (b)  Consent of Arent Fox Kintner Plotkin & Kahn (counsel):
          included in exhibit 5

24.  Power of Attorney: included on signature page.