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):  
				November 16, 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 November 16, 2005, the Board of Directors of the Company changed the annual 
compensation for its directors, reinstating a $3,000 cash annual fee that had 
been paid through fiscal year 2001 and dropping the granting of stock options 
which had been the method of annual fee payment for the past four fiscal years.
In addition, the Board authorized the issuance of 2,000 shares of restricted 
stock to the Chairman of the Board and 1,000 shares of restricted stock to 
each other director, priced at $3.35, the closing price of the Companys common 
stock on the American Stock Exchange on November 16, 2005.  The restricted 
stock will vest on November 14, 2006, the day before the next scheduled 
annual meeting.  

The other elements of directors compensation will remain unchanged, including
an attendance fee of $1,000 for physical attendance or $500.00 for telephonic 
attendance at board and committee meetings.  In addition, the annual cash fee 
of $12,000 to the Chairman of the Board and $5,000 to the Chairman of the 
Audit Committee for these responsibilities and efforts on behalf of the 
Company, remain unchanged.










 

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:  November 21, 2005	




					By    
  					   /S/
     					James C. Dobbs
     					Senior Vice President & 
					General Counsel