SecProbe.io

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      Mail Stop 0510

April 22, 2005

By U.S. Mail and Facsimile

Mr. Thomas R. Loftus
Senior Vice President and Chief Financial Officer
VSE Corporation
2550 Huntington Avenue
Alexandria, VA 22303-1499

Re:	VSE Corporation
	Form 10-K for the year ended December 31, 2004
	File No. 000-03676

Dear Mr. Loftus:

      We have reviewed your filings and have the following
comments.
We have limited our review to only disclosures concerning segment
reporting and controls and procedures and will make no further
review
of your documents.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Financial Statements

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

1. Please demonstrate to us how you concluded that your subsidiary
and unincorporated divisions aggregate into a single reporting
segment using the guidance set forth in paragraphs 16 and 17 of
SFAS
131, Disclosures about Segments of an Enterprise and Related
Information.

Item 9A -- Controls and Procedures, page 52

2. We note the statement that your chief executive officer and
chief
financial officer have concluded that "VSE`s disclosure controls
and
procedures were adequate."  It does not appear that your
certifying
officers have reached a conclusion that your disclosure controls
and
procedures were effective.  Please amend your Form 10-K to address
your officers` conclusions regarding the effectiveness of your
disclosure controls and procedures.  In addition, please revise
the
Exchange Act rules that you cite to say, "Rules 13a-15(e) and 15d-
15(e)."  Also provide the information required by Item 308 of
Regulation S-K concerning changes in internal control over
financial
reporting.

*	*	*
      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.

     In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

     If you have any questions regarding these comments, please
direct them to Dale Welcome, Staff Accountant, at (202) 942-2871,
or,
in his absence, to the undersigned at (202) 824-5373.

Sincerely,

John Cash
Accounting Branch Chief
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VSE Corporation
April 22, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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