SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.   20549
                                   
                                   
                                   
                                   
                               FORM 8-K
 
 
                                   
                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                                   
                                   
    Date of report (Date of earliest event reported):  May 12, 2005
                                   
                                   
                                   
                                   
                              Versar Inc.
____________________________________________________________________
        (Exact Name of Registrant as Specified in its Charter)
                                   
                                   
                                                 
       Delaware                 1-9309                54-0852979
       ________                 ______                __________
    (State or Other        (Commission File          (IRS Employer
     Jurisdiction)              Number)           Identification No.)
                                   
                                   
                                   
            6850 Versar Center, Springfield, Virginia 22151
            _______________________________________________
               (Address of Principal Executive Offices)
                                   
                                   
                                   
                            (703) 750-3000
                            ______________
         (Registrant's Telephone Number, Including Area Code)
                                   
                                   
                                   
                            Not Applicable
                            ______________
     (Former Name or Former Address, if Changed Since Last Report)
                                   
                                   
                                   
____________________________________________________________________
                                   




Item 2.02.  Results of Operations and Financial Condition

      In  accordance with SEC Release No. 33-8255, the  following
information is furnished.

     On  May  12, 2005, Versar, Inc. announced via press  release
the  Company's results for its third quarter ended April 1, 2005.
A  copy  of  the  Company's press release is attached  hereto  as
Exhibit  99.1.   This  Form  8-K and  the  attached  exhibit  are
provided  under Item 2.02 of Form 8-K and are furnished  to,  but
not filed with, the Securities and Exchange Commission.


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                              SIGNATURES
                                   
                                   
                                   
                                   
                                   
    Pursuant to the requirements of the Securities Exchange Act of
    1934, the registrant has duly caused this report to be signed
    on its behalf by the undersigned hereunto duly authorized.
                                 
                                 
                                 
                                 
                                 
                                 VERSAR, INC.
                                 
                                 
                                 
                                 
                                    /S/ Lawrence W. Sinnott
    Date:  May 12, 2005          By____________________________
                                      Lawrence W. Sinnott
                                      Senior Vice President, Chief
                                      Financial Officer and Treasurer
                                      (Principal Financial Officer)


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