Exhibit 4.2

         VSE CORPORATION 2004 NON-EMPLOYEE DIRECTORS STOCK PLAN


1.  Purpose.  The purpose of the VSE Corporation 2004 Non-Employee Directors
Stock Plan (the "Plan") is to provide a means for non-employee directors of VSE
Corporation, a Delaware corporation (the "Company"), to increase their
proprietary interest in the Company's growth and success as the owners of
additional common stock of the Company ("Company Stock").

2.  Administration.  The Company's board of directors (the "Board") shall
administer the Plan.  All questions of interpretation and application of the
terms and conditions of the Plan are subject to the Board's sole discretion,
which shall be binding on all Participants.

3.  Eligibility.  All non-employee members of the Board are covered by this Plan
("Participants").

Company Stock.

     a.  Company Stock allocated under the Plan may be either authorized but
unissued or issued and held in the treasury.
     b.  A maximum of 50,000 shares of Company Stock may be allocated and issued
under the Plan, subject to adjustment as provided in Section 4(c) below.
     c.  Appropriate adjustment will be made for any stock dividend, stock
split, combination of Company Stock or other change in the capitalization of the
Company.

5.  Participation.  Every non-employee director of the Company shall
automatically participate in the Plan until the earlier of his or her
retirement, resignation, nonreelection, disability or death.

6.  Contributions.   Commencing as of January 1, 2004, from and after the date
of participation, each Participant may elect in respect of each year that all or
a specified portion of his or her annual retainer fee shall be allocated to and
paid in Company Stock under the Plan ("Stock Portion"), with the balance of such
annual retainer, if any, being payable in cash ("Cash Portion").  Such election
shall be made in writing and provided to the Corporate Secretary by November 1
of each year or such other date as the Board may determine, provided such date
is at least 30 days prior to the date on which the fair market value of the
Company Stock is determined pursuant to Section 7(a) of this Plan.  If any
Participant fails to provide the above-mentioned written election by the date
referenced in the preceding sentence, such Participant's annual retainer fee
shall be paid fully in cash for the particular year.  If not enough Company
Stock is available to satisfy one or more Participant's Stock Portion elections
in respect of a year, such elections shall be automatically adjusted, on a pro
rata basis, to match the amount of shares of Company Stock available hereunder,
in proportion to the number of shares of Company Stock each Participant would
have received in respect of his or her election as if sufficient Company Stock
was available for all elections.

7.  Allocation.

     a.  Company Stock is allocated to Participants at its fair market value as
of the date of allocation. "Fair Market Value" means on any given date, the
closing price of the Common Stock as reported on the Nasdaq National Market
System ("Nasdaq") for the date in question. If no sales of Common Stock were
made on Nasdaq on that date, the closing price of a share of Common Stock as
reported on Nasdaq for the preceding day on which sales of Common Stock were
made on Nasdaq shall be substituted.
     b.  No fractional shares shall be allocated.
     c.  Any residual cash balance may be credited to Participants or
distributed along with the Cash Portion in the Board's sole discretion.

8.  Taxes.  The Cash Portion shall be paid to Participants to cover the
estimated taxes associated with the issuance of Company Stock under this Plan.
Notwithstanding the foregoing, each Participant is solely responsible for
calculation and payment of his or her tax liability in respect of the Plan,
irrespective of whether or not such Participant's Cash Portion is sufficient to
cover the entire amount of actual taxes associated with the Participant's Stock
Portion.

9.  Distributions.

     a.  As soon as practicable, a stock certificate will be issued to each
Participant for the number of shares of Company Stock allocated to the
Participant under the Plan.
     b.  By executing a copy of this Plan, the Participant represents and
warrants to the Company that
          i.  he or she will acquire and hold all the Company Stock issued to
him or her hereunder for his or her own account for investment and not with the
view toward resale or distribution except in accordance with Federal and state
securities laws; and that
          ii.  he or she will not directly or indirectly distribute or
otherwise transfer any interest in Company Stock acquired under this Plan except
pursuant to (a)  an effective and current registration statement under the
Securities Act of 1933, as amended (the "Act") covering the Company Stock, or
(b) a specific exemption from registration under the Act.
     c.  The Company may require Participant to furnish an opinion of counsel
reasonably acceptable to the Company that no registration under the Act is
required.
     d.  By executing a copy of this Plan each Participant also acknowledges
that (i) the Company Stock issued under the Plan will be issued pursuant to
exemption from the registration under the Act; (ii) such Company Stock must be
held indefinitely unless it is registered or an exemption from registration
becomes available under the Act and the applicable state laws; (iii) the Company
is under no obligation to facilitate resale of the Company Stock whether by
registration, Rule 144 under the Act, or otherwise; (iv) if Rule 144 under the
Act is available for resale of the Company Stock, such sales will or may be
subject to specific holding periods, volume restrictions, and other provisions;
and (v) the Participant will bear the economic risk of the investment in the
Company Stock for an indefinite period of time.

10.  Amendment of the Plan.  The Board may from time to time alter, amend,
suspend, or discontinue the Plan.

11.  Miscellaneous.

     a.  This Plan does not create any obligation of the Board to nominate any
director for re-election by the Company's stockholders.
     b.  Participants will have no stockholder rights with respect to the
Company Stock subject to the Plan until it is allocated and issued to
Participants.
     c.  None of the benefits under the Plan are subject to the claims of
creditors of Participants or their beneficiaries, nor are they subject to
attachment, garnishment or other legal process.  Neither Participant nor
beneficiary may assign, sell, borrow on or otherwise encumber a beneficial
interest in the Plan nor shall any such benefits be in any manner subject to
the deeds, contracts, liabilities, engagements or torts of any Participant or
beneficiary.
     d.  Participant's latest beneficiary designation under the VSE Corporation
1996 or 1998 or subsequent Stock Option Plan adopted by the Board is deemed to
be the Participant's beneficiary designation under this Plan unless otherwise
directed in writing by the Participant to the Company's Secretary.

12.  Effective Date, Stockholder Approval, and Termination.  This Plan will be
effective if approved by the holders of a majority of the outstanding Company
Stock present and entitled to be voted at the stockholders meeting at which the
Plan is considered and voted upon.  Once so approved by stockholders, the Plan
will be effective retroactively to January 1, 2004, and will be effective until
December 31, 2013, unless terminated earlier by the Board.

13.  Governing Law.  Delaware law shall govern this Plan.