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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000898430-00-002010/0000898430-00-002010.txt : 20000713
<SEC-HEADER>0000898430-00-002010.hdr.sgml : 20000713
ACCESSION NUMBER:		0000898430-00-002010
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000707
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000712

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JACOBS ENGINEERING GROUP INC /DE/
		CENTRAL INDEX KEY:			0000052988
		STANDARD INDUSTRIAL CLASSIFICATION:	 [1600
]		IRS NUMBER:				954081636
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-07463
			FILM NUMBER:		671544
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1111 S ARROYO PARKWAY
				CITY:			PASADENA
				STATE:			CA
				ZIP:			91105-3063
				BUSINESS PHONE:		8184492171
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

                                 UNITED STATES
                       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): July 7, 2000

                                ---------------


                         JACOBS ENGINEERING GROUP INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


       Delaware                    1-7463                           95-4081636
- --------------------------------------------------------------------------------
      (State of                (Commission File                 (I.R.S. Employer
    Incorporation)               File Number)                     Identification
                                                                     Number)



                   1111 S. Arroyo Parkway, Pasadena  CA               91105
- --------------------------------------------------------------------------------
                  (Address of principal executive offices)          (Zip code)



                                (626) 578 - 3500
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)
<PAGE>

Item 5.     Other Events.

On July 7, 2000, the Registrant terminated a previously announced definitive
asset purchase agreement with Stone & Webster, Incorporated ("Stone & Webster")
to acquire substantially all of Stone & Webster's assets.  The termination
resulted from the Registrant not being the successful bidder in the auction for
the business of Stone & Webster in a proceeding under Chapter 11 of the U.S.
Bankruptcy Code.

The information contained in the Registrant's press release issued on July 11,
2000 with respect to the announcement of the termination of the asset purchase
agreement is included in Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.

Item 7.     Financial Statements and Exhibits.

  (c)  Exhibit No.
       99.1  Press release of Registrant dated July 11, 2000.
<PAGE>

                                   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 thereunto duly authorized.


Jacobs Engineering Group Inc.



/s/  John W. Prosser, Jr.
- -------------------------
John W. Prosser, Jr.
Senior Vice President, Finance
and Administration and Treasurer


Date:  July 11, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>

                                                                    Exhibit 99.1
                                                                    ------------


FOR IMMEDIATE RELEASE                                              July 11, 2000
- ---------------------

FOR JACOBS ENGINEERING GROUP INC.
- ---------------------------------

    John W. Prosser, Jr.
    Senior Vice President
    Finance and Administration
    (626) 578-6803

          Jacobs Terminates Acquisition Agreement with Stone & Webster


     PASADENA, CALIF. - Jacobs Engineering Group Inc. (NYSE: JEC) today
confirmed that they have terminated their previously announced agreement for the
acquisition of substantially all assets of Stone & Webster, Incorporated (OTC:
SWBIQ.OB).  The termination was a result of Jacobs not being the successful
bidder in the auction for the business of Stone & Webster in a proceeding under
Chapter 11 of the U.S. Bankruptcy Code.  While the transaction is subject to
bankruptcy court approval, it is anticipated that the sale to the successful
bidder will be approved at a court hearing on Wednesday, July 12, 2000.  Under
provision of the secured Revolving Credit Agreements between Stone & Webster and
Jacobs, all working capital advances made by Jacobs will be repaid upon approval
of the sale by the bankruptcy court.

    Jacobs President and CEO Noel Watson stated, "We are disappointed that we
lost this opportunity to diversify into the power market, however, when the
pricing of the transaction moved above our established range, we felt it was
best to withdraw from the bidding process."

    Jacobs Engineering Group Inc. is one of the world's largest providers of
professional technical services. With annual revenues exceeding $3 billion, the
company offers full-spectrum support to industrial, commercial, and government
clients in diverse markets. Services include scientific and specialty consulting
as well as all aspects of project execution and operations & maintenance.

    Any statements made in this release that are not based on historical fact
are forward-looking statements.  Any forward-looking statements made in this
release represent management's best judgement as to what may occur in the
future.  However, Jacobs' actual outcome and results are not guaranteed and are
subject to certain risks, uncertainties and assumptions ("Future Factors"), and
may differ materially from what is expressed.  For a description of Future
Factors that could cause actual results to differ materially from such forward-
looking statements, see the discussion under the section "Forward-Looking
Statements and Other Safe Harbor Applications" included in Management's
Discussion and Analysis filed as part of Exhibit 13 to the Company's 1999 Annual
Report on Form 10-K.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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