VERSAR, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

925297103

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

|X| Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Versar, Inc. 401(k) Plan

Federal ID #54-1367522

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) |_|

(b) |_|

3.

SEC Use Only

4.

Citizenship or Place of Organization

United States

Number of Shares Bene-ficially Owned
by Each Reporting Person With

5.

Sole Voting Power 0

6.

Shared Voting Power 591,488

7.

Sole Dispositive Power 0

8.

Shared Dispositive Power 591,488

9.

Aggregate Amount Beneficially Owned by Each Reporting Person 591,488

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

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11.

Percent of Class Represented by Amount in Row (9) 7.1%

12.

Type of Reporting Person (See Instructions) EP

(a)

The Issuer is Versar, Inc.

(b)

Issuer's principal executive offices are located at 6850 Versar Center, Springfield, Virginia 22151.

(a)

Versar, Inc. 401(k) Plan

(b)

Principal business address is : 6850 Versar Center, Springfield, Virginia 22151

(c)

Citizenship: United States

(d)

Common Shares

(e)

CUSIP Number: 925297103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

|X|

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

The aggregate number of shares beneficially owned by the 401(k) Plan is 591,488 shares.

(b)

This represents 7.1 percent of the Issuer’s outstanding common stock.

(c)

The 401(k) Plan has the shared power to vote and to direct disposition of all such shares.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of more that five percent on behalf of another person.

Not applicable

Item 7.

Identification and classification of the Subsidiary

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification