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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



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               119,762
SHARES
BENEFICIALLY     6    SHARED VOTING POWER
OWNED BY                462,999
EACH
REPORTING        7    SOLE DISPOSITIVE POWER
PERSON                  119,762
WITH
                 8    SHARED DISPOSITIVE POWER
                        462,999

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          582,761

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          27.4%

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.



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 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:
                        582,761
                  (b)   Percent of Class:
                        27.4%
                  (c)   Number of shares as to which such person has:
                  (i)   sole power to vote or direct the vote
                        119,762
                  (ii)  shared power to vote or direct the vote
                        462,999
                  (iii) sole power to dispose or direct the disposition of
                        119,762
                  (iv)  shared power to dispose or direct the disposition of
                        462,999


                                  Page 3 of 5



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.  There 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




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:  March 13, 2000               VSE Corporation Employee ESOP/401(k) Plan

                                          By /s/ C. S. Weber
                                    ___________________________________
                                          C. S. Weber, Trustee



                                  Page 5 of 5