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):  
                          September 12,2005




                            Versar Inc.
        (Exact Name of Registrant as Specified in its Charter)



                             Delaware
                 (State or Other Jurisdiction)

                               1-9309
                   (Commission File Number)

                             54-0852979
                 (IRS Employer Identification No.)



         6850 Versar Center, Springfield, Virginia 22151
             (Address of Principal Executive Offices)



                          (703) 750-3000
        (Registrants Telephone Number, Including Area Code)



                            Not Applicable
   (Former Name or Former Address, if Changed Since Last Report)









Item 1.01.  Entry into a Material Definitive Agreement

On September 7, 2005, the Board of Directors of the Company 
adopted a cash based bonus incentive compensation plan (Bonus 
Plan) for fiscal year 2007.  There are four classes of 
participants:  The Chief Executive Officer, Theodore M. Prociv; 
the Executive Officers, Lawrence W. Sinnott, Jerome B. Strauss, 
Paul W. Kendall and James C. Dobbs; other Vice Presidents; and, 
other key employees.

The Plan provides differing participation by each class for each 
level of bonus accrual.  For example, only the other Vice 
Presidents and other key employees participate in the first 
$100,000 of bonus accrual.  For higher level of bonus accrual 
the percentage participation of these two classes decrease and 
the percentage participation of the CEO and Executive Officers 
increase.

The amount of bonus accrual, from 0% to 4%, is based solely on 
the Companys pre-tax income.  If bonus amounts are accrued, 
then each individual will be evaluated on both quantitative 
performance (70%) and other performance factors (30%).  Cash 
bonuses if any, will be awarded in either September or October 
2006.

This current report on Form 8-K contains forward-looking 
statements within the meaning of the Private Securities 
Litigation Reform Act of 1995.  Such statements are subject to 
certain risks, trends, and uncertainties.  In particular, 
statements made in this report that are not historical facts 
(including but not limited to expectations, estimates, 
assumptions and projections regarding the industry, business, 
future operating results, anticipated cash requirements and the 
anticipated savings from the acceleration of the vesting of 
certain out-of-the-money options) may be forward-looking 
statements.  Actual results could differ materially from the 
results projected, expressed or implied by these forward-looking 
statements.  Factors that could cause or contribute to such 
differences include, but are not limited to, those discussed 
from time to time in Versars filing with the Securities and 
Exchange Commission.  Many of these risk factors are outside of 
Versar s control, and as such, they involve risks which are not 
currently known to Versar that could cause actual results to 
differ materially from those discussed or implied herein.  The 
forward-looking statements in this document are made as of the 
date hereof and Versar does not undertake to update its forward-
looking statements.

The following exhibits are filed with this Report:

Exhibit No. 	Description
  NONE

                               2



                      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.





 Date: September 12,2005          By:   /S/
			                   __________________________
                  			 James C. Dobbs
			                   Senior Vice President & General
			                   Counsel




                              3