##### 



Exhibit 31.1

CERTIFICATION BY THEODORE M. PROCIV PURSUANT TO
SECURITIES EXCHANGE ACT RULE 13a-14

I, Theodore M. Prociv, Chief Executive Officer of Versar, Inc., certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Versar, Inc. (the Registrant);                                                                                                                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the Registrant as of, and for, the periods presented in
this report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:                                                                               



| | a) |  | Designed such disclosure controls and
procedures, or caused such disclosure
controls and procedures to be designed
under our supervision, to ensure that
material information relating to the
registrant, including its consolidated
subsidiaries, is made known to us by
others within those entities,
particularly during the period in which
this report is being prepared;         
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the
registrants disclosure controls and
procedures and presented in this report
our conclusions about the effectiveness
of the disclosure controls and
procedures, as of the end of the period
covered by this report based on such
evaluation; and                                                                                                    
|
| | c) |  | Disclosed in this report any change in
the registrants internal control over
financial reporting that occurred during
the registrants most recent fiscal
quarter (the registrants fourth fiscal
quarter in the case of an annual report)
that has materially affected, or is
reasonably likely to materially affect,
the registrants internal control over
financial reporting; and



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
the audit committee of the registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies and material
weaknesses in the design or operation of
internal control over financial reporting
which are reasonably likely to adversely
affect the registrants ability to
record, process, summarize and report
financial information; and
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that
involves management or other employees
who have a significant role in the
registrants internal control over
financial reporting.                                                                                               

Date: September 16, 2003

|                                     
|-------------------------------------
|/S/ Theodore M. Prociv               
|                                     
|Theodore M. Prociv                   
|President and Chief Executive Officer

129



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##### 



CERTIFICATION BY THEODORE M. PROCIV PURSUANT TO
SECURITIES EXCHANGE ACT RULE 13a-14

I, Lawrence W. Sinnott, Senior Vice President and Chief Financial Officer of
Versar, Inc., certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Versar, Inc. (the Registrant);                                                                                                                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the Registrant as of, and for, the periods presented in
this report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:                                                                               



| | a) |  | Designed such disclosure controls and
procedures, or caused such disclosure
controls and procedures to be designed
under our supervision, to ensure that
material information relating to the
registrant, including its consolidated
subsidiaries, is made known to us by
others within those entities,
particularly during the period in which
this report is being prepared;         
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the
registrants disclosure controls and
procedures and presented in this report
our conclusions about the effectiveness
of the disclosure controls and
procedures, as of the end of the period
covered by this report based on such
evaluation; and                                                                                                    
|
| | c) |  | Disclosed in this report any change in
the registrants internal control over
financial reporting that occurred during
the registrants most recent fiscal
quarter (the registrants fourth fiscal
quarter in the case of an annual report)
that has materially affected, or is
reasonably likely to materially affect,
the registrants internal control over
financial reporting; and



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
the audit committee of the registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies and material
weaknesses in the design or operation of
internal control over financial reporting
which are reasonably likely to adversely
affect the registrants ability to
record, process, summarize and report
financial information; and
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that
involves management or other employees
who have a significant role in the
registrants internal control over
financial reporting.                                                                                               

Date: September 16, 2003

|                                                 
|-------------------------------------------------
|/S/ Lawrence W. Sinnott                          
|                                                 
|Lawrence W. Sinnott                              
|Senior Vice President and Chief Financial Officer

130