10-K/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-K/A
                              (Amendment No. 1)

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004     Commission File Number:  0-3676

                               VSE CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                         54-0649263
 (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

       2550 Huntington Avenue
        Alexandria, Virginia                                 22303-1499
  (Address of Principal Executive Offices)                   (Zip Code)

Registrant's Telephone Number, Including Area Code         (703) 960-4600

Securities registered pursuant to Section 12(b) of the Act:     None
Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.05 per share
                              (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [x]    No [ ]

The aggregate market value of outstanding voting stock held by nonaffiliates of
the Registrant as of June 30, 2004, was approximately $24.7 million based on the
last reported sales price of the Registrant's common stock on the Nasdaq
National Market as of that date.

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes [ ]    No [x]

Number of shares of Common Stock outstanding as of March 9, 2005: 2,279,625.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]


                                   PART II


ITEM 9A.  	Controls and Procedures

As of the end of the period covered by this report, based on our management's
evaluation, with the participation of VSE Corporation's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the disclosure controls and
procedures (as defined in Rules13a-15(e) or 15d - 15(e) under the Securities
Exchange Act of 1934, as amended) our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective in ensuring that information required to be disclosed by us in reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.

There was no change in our internal control over financial reporting during our
fourth quarter of fiscal 2004 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



                                   PART IV


ITEM 15.   Exhibits, Financial Statement Schedules and Reports
	   on Form 8-K

Exhibits

           Exhibit 32 is filed as part of this Annual Report on Form 10-K/A.


                                  SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on May 6, 2005 on its behalf by the undersigned, thereunto duly authorized.

                                             VSE CORPORATION

                                         By: /s/ D. M. Ervine
                                             ___________________________
                                             D. M. Ervine
                                             Chairman, President,
                                             Chief Executive Officer and
                                             Chief Operating Officer

EX-32

                                                                     Exhibit 32

                          CERTIFICATION PURSUANT TO
          SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
                            AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


The undersigned, D. M. Ervine, Chairman, President, Chief Executive Officer and
Chief Operating Officer of VSE Corporation ("the Company") and T.R. Loftus,
Senior Vice President and Chief Financial Officer of the Company, certify that
the Annual Report on Form 10-K/A for the year ended December 31, 2004 filed by
the Company with the Securities and Exchange Commission fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and the information contained in the Report fairly presents in all material
respects, the financial condition and results of operations of VSE Corporation.

Date:	May 6, 2005


/s/ D. M. Ervine
___________________________
D. M. Ervine
Chairman, President,
Chief Executive Officer and
Chief Operating Officer


/s/ T. R. Loftus
___________________________
T. R. Loftus
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)

CORRESP

VSE Corporation
2550 Huntington Avenue
Alexandria, VA 22303

                                                                    May 6, 2005



BY FACSIMILE AND FEDERAL EXPRESS
- --------------------------------
John Cash, Accounting Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0510

                Re:  VSE Corporation's Form 10-K for the Fiscal Year
		     Ended December 31, 2004, File No. 000-03676
                     -------------------------------------------

Dear Mr. Cash:

Set forth below are the responses to the comments of the Commission staff set
forth in your letter dated April 22, 2005 regarding the annual report on Form
10-K for the fiscal year ended December 31, 2004 (File No. 000-03676) filed by
VSE Corporation ("VSE" or the "Company") with the Commission on March 9, 2005
(the "2004 Form 10-K").

Financial Statements

Note 1 - Summary of Significant Accounting Policies - Principals of
Consolidation, page 36

     1.     VSE is in business to provide services to agencies of the United
States Government (the "government"). The Company's mission is to provide the
government with competitive, cost-effective solutions to specific problems.
VSE's services are offered and performed on a contract basis by the Company's
subsidiaries and divisions. The business operations of each of the Company's
subsidiaries and divisions are very similar in nature and consist primarily of
management and technical services that assist government in maintaining,
repairing and operating its systems and equipment. VSE has chosen to use
multiple subsidiaries and divisions for its various contracts primarily to allow
for higher flexibility of cost segregation to meet the competitive pricing
pressures and regulatory requirements inherent in the Company's line of
business.

     Revenues are earned, expenses incurred, and financial information is
captured for each contract in each of VSE's active subsidiaries and divisions.
Revenue and cost segregation at the contract level is a regulatory requirement
of the government contracting environment in which VSE operates. While this
results in the availability of financial information at very low levels of the
Company's operation, the chief operating decision maker does not manage the
Company or make resource decisions at the contract level or at the subsidiary or
division level. The chief operating decision maker reviews a summary of the
financial information for the entire Company and focuses decision making on
achieving three goals centered on Company-wide revenue growth and profitability.
These three goals are (a) percentage increase in corporate-wide revenue over the
prior year, (b) Company-wide net income as a percentage of Company-wide
revenues, and (c) Company-wide net income as a percentage of Company-wide total
stockholders' equity (Return on Equity or ROE). The achievement of these goals
is directly the result of obtaining, and executing, profitable contracts with
the government.

     For purposes of management accountability, the Company's subsidiaries and
divisions are assigned to, and financial information is summarized into three
management groups. The information regularly reviewed by the chief operating
decision maker includes consolidated information measuring the company's results
in relation to the three goals stated above and revenue and profit, as measured
by gross contract margins, for each of the three groups. These three groups are
managed by segment managers and are considered to be our operating segments, as
defined by SFAS 131.

     VSE believes it is appropriate to aggregate the three operating segments
into a single reportable segment, in accordance with paragraph 17 of SFAS 131,
as follows:

     (a)     Consistent with the objective and basic principles of SFAS 131;

             All of VSE's subsidiaries and divisions within the three groups
             conduct business for essentially the same customer, the government,
             and perform similar services in similar economic environments. The
             process for obtaining new contracts, executing on contracts, and
             billing and collecting from the government is similar across all
             VSE subsidiaries and divisions. Administrative or policy changes in
             government procurement procedures and practices impact the
             performance and cash flows of each of the Company's subsidiaries
             and divisions in a similar manner. Accordingly, VSE believes that
             using a single reportable segment is appropriate and consistent
             with the objective and basic principles of SFAS 131, to help users
             understand the Company's performance, assess its prospects for
             future net cash flows, and make informed judgments about the
             enterprise as a whole.

     (b)     Similar economic characteristics;

             Work is performed by all of VSE's subsidiaries and divisions within
             the management groups on a contract basis, with each of the
             subsidiaries and divisions subject to the same government
             contracting rules and regulations. These competitively bid or
             negotiated contracts are priced by each of VSE's subsidiaries and
             divisions using the same method of cost buildup and application of
             a fee on cost. Such fee is generally restricted to a certain range
             by competition or by government limitation. This contracting
             process results in similar economic characteristics for each of the
             managements groups.

             The management groups have similar long term average gross margins.
             During the past three years, the average gross margin for VSE has
             been approximately 2.7% and average gross margins for the two
             largest groups, which comprise approximately 92% of VSE revenues
             over this period, are 1.5% and 4.5%.

     (c)     Similarities in each of the following areas:

             (i)     The nature of the products and services:

                     The services performed by all of VSE's subsidiaries and
                     divisions within the groups are government contracted
                     services centered on maintaining, repairing, enhancing, or
                     operating government systems, property, or equipment.

             (ii)    The nature of the production processes:

                     VSE does not manufacture products. The process followed in
                     performing the services by VSE's subsidiaries and divisions
                     is nearly identical in that employee time is tracked and
                     charged at authorized billing rates or subcontractor time
                     is tracked and charged in a similar manner.

             (iii)   The type or class of customer for their products and
                     services:

                     All of VSE's subsidiaries and divisions sell primarily to
                     the government. Approximately 99% of VSE's 2004 revenues
                     resulted from services performed for agencies of the
                     government.

             (iv)    The methods used to distribute their products or provide
                     their services:

                     The services performed by all of VSE's subsidiaries and
                     divisions are provided through competitively bid or
                     negotiated government contracts. In each contract, the
                     specific tasking is identified and performance must conform
                     to the statement of work issued by the government in the
                     contract.

             (v)     If applicable, the nature of the regulatory environment,
                     for example, banking, insurance, or public utilities:

                     VSE's subsidiaries and divisions are all required to comply
                     with the government's Cost Accounting Standards and Federal
                     Acquisition Regulations and are subject to audit by the
                     Defense Contract Auditing Agency.

     Several of VSE's divisions are one contract divisions established for
organizational purposes. The types of services vary with the specific skills
needed to satisfy contract requirements, but the nature of the services and the
process to perform these services are nearly identical across VSE's subsidiaries
and divisions. With approximately 99% of 2004 revenue generated through
performance on highly regulated government contracts, VSE believes it is
appropriate to aggregate the subsidiaries and divisions assigned to its three
management groups into one reportable segment.

     2.     Item 9A - Controls and Procedures, page 52

            In response to this comment, the Company filed an amendment to its
2004 Form 10-K with the Commission on May 6, 2005.  A copy of such filing is
enclosed herewith.

     In connection with this response to your comments, the Company hereby
acknowledges that:

            *     the Company is responsible for the adequacy and accuracy of
                  the disclosure in their filings;
            *     staff comments or changes to disclosure in response to staff
                  comments do not foreclose the Commission from taking any
                  action with respect to the filing; and
            *     the Company may not assert staff comments as a defense in any
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

     If  you  have  any  questions  regarding  this  response,  please contact
     me at (703) 329-4263.

       					Sincerely,

                                        /s/ Thomas R. Loftus
                                        _________________________
       					Thomas R. Loftus
       					Senior Vice President and
                                        Chief Financial Officer


Enclosure:  VSE Corporation Form 10-K/A
            For the fiscal year ended December 31, 2004