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


                                AUGUST 12, 2003
        --------------------------------------------------------------
               Date of report (Date of earliest event reported)


                         STONE & WEBSTER, INCORPORATED
            ------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)


              DELAWARE                     1-1228             13-5416910
    (State or Other Jurisdiction         (Commission        (IRS Employer
          of Incorporation)             File Number)     Identification No.)


         45 MILK STREET, BOSTON, MASSACHUSETTS             02109
       (Address of principal executive offices)          (zip code)


                                (617) 778-7369
   ------------------------------------------------------------------------
             (Registrant's telephone number, including area code)



         (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

ITEM 9.     REGULATION FD DISCLOSURE.

                  As previously reported to the Securities and Exchange
Commission, on June 2, 2000, Stone & Webster, Incorporated (the "Company"),
and certain of its direct and indirect subsidiaries and affiliates (the
"Subsidiaries", and together with the Company, the "Debtors"), each filed
voluntary petitions for relief under chapter 11 of title 11 of the United
States Code, 11 U.S.C. ss.ss. 101-1330 (the "Bankruptcy Code"). The filings
were made in the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court").

                  On August 12, 2003, the Company and Stone & Webster
Engineers and Constructors, Inc., a Subsidiary of the Company ("SWE&C"), and
certain of their respective Debtor Subsidiaries, filed with the Bankruptcy
Court: (i) the Third Amended Joint Plan of Reorganization (the "Amended
Plan"), supported and co- proposed by the Official Committee of Unsecured
Creditors, Federal Insurance Company, Maine Yankee Atomic Power Company, and
the Official Committee of Equity Security Holders which sets forth how claims
against and interests in the Debtors will be treated and (ii) the related
Disclosure Statement with respect to the Amended Plan (the "Amended Disclosure
Statement") which describes the Debtors' history, significant events occurring
in the Debtors' chapter 11 cases and a summary and analysis of the Amended
Plan. The Debtors have requested that the Bankruptcy Court approve the Amended
Disclosure Statement as containing adequate information as such term is
defined in Section 1125 of the Bankruptcy Code and permit the solicitation of
votes from creditors on whether to accept the Amended Plan. The Amended
Disclosure Statement must be approved by the Bankruptcy Court before it can be
sent to creditors for their consideration.

                  Copies of the Amended Plan, the Amended Disclosure Statement
and a press release issued by the Company and SWE&C on August 12, 2003
regarding the Amended Plan are attached hereto as Exhibits 99.1, 99.2 and
99.3, respectively, and are incorporated by reference herein. In addition,
copies of the Amended Plan and the Amended Disclosure Statement may be viewed
at the Bankruptcy Court's web site at www.deb.uscourts.gov and copies of the
Amended Plan, the Amended Disclosure Statement and the press release may be
viewed at the Company's web site at www.stonewebinc.com.

                  This Current Report on Form 8-K (including the exhibits
hereto) will not be deemed an admission as to the materiality of any
information required to be disclosed solely to satisfy the requirements of
Regulation FD. The Amended Plan, the Amended Disclosure Statement and the
press release filed as exhibits hereto may contain certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. The Debtors assume no obligations to update or revise any such
forward-looking statements. Such statements could be subject to risk and
uncertainty that exist in the bankruptcy process that could render actual
outcomes and results materially different from those predicted.


ITEM 7(C).  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits:

         Number                     Description

         99.1     Third Amended Joint Plan of Reorganization of the
                  Debtors-In-Possession, the Official Committee of Unsecured
                  Creditors, Federal Insurance Company, Maine Yankee Atomic
                  Power Company, and the Official Committee of Equity Security
                  Holders with respect to (i) Stone & Webster, Incorporated
                  and certain of its Subsidiaries and Affiliates and (ii)
                  Stone & Webster Engineers and Constructors, Inc. and certain
                  of its Subsidiaries and Affiliates

         99.2     Disclosure Statement with respect to the Third Amended Joint
                  Plan of Reorganization of the Debtors-In-Possession, the
                  Official Committee of Unsecured Creditors, Federal
                  Insurance Company, Maine Yankee Atomic Power Company, and
                  the Official Committee of Equity Security Holders with
                  respect to (i) Stone & Webster, Incorporated and certain of
                  its Subsidiaries and Affiliates and (ii) Stone & Webster
                  Engineers and Constructors, Inc. and certain of its
                  Subsidiaries and Affiliates

         99.3     Press release issued on August 12, 2003 regarding the
                  Third Amended Joint Plan of Reorganization


<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 hereunto duly authorized.

                                            STONE & WEBSTER, INCORPORATED

                                            By:   /s/ James P. Carroll
                                                  James P. Carroll
                                                  President and Chief
                                                  Restructuring Officer




Date:  August 22, 2003



<PAGE>

                               INDEX TO EXHIBITS

         Number                     Description

         99.1     Third Amended Joint Plan of Reorganization of the
                  Debtors-In-Possession, the Official Committee of Unsecured
                  Creditors, Federal Insurance Company, Maine Yankee Atomic
                  Power Company, and the Official Committee of Equity Security
                  Holders with respect to (i) Stone & Webster, Incorporated
                  and certain of its Subsidiaries and Affiliates and (ii)
                  Stone & Webster Engineers and Constructors, Inc. and certain
                  of its Subsidiaries and Affiliates

         99.2     Disclosure Statement with respect to the Third Amended Joint
                  Plan of Reorganization of the Debtors-In-Possession, the
                  Official Committee of Unsecured Creditors, Federal
                  Insurance Company, Maine Yankee Atomic Power Company, and
                  the Official Committee of Equity Security Holders with
                  respect to (i) Stone & Webster, Incorporated and certain of
                  its Subsidiaries and Affiliates and (ii) Stone & Webster
                  Engineers and Constructors, Inc. and certain of its
                  Subsidiaries and Affiliates

         99.3     Press release issued on August 12, 2003 regarding the
                  Third Amended Joint Plan of Reorganization
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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

                                AUGUST 12, 2003
        --------------------------------------------------------------
               Date of report (Date of earliest event reported)

                         STONE & WEBSTER, INCORPORATED
            ------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

              DELAWARE                     1-1228             13-5416910
    (State or Other Jurisdiction         (Commission        (IRS Employer
          of Incorporation)             File Number)     Identification No.)

         45 MILK STREET, BOSTON, MASSACHUSETTS             02109
       (Address of principal executive offices)          (zip code)

                                (617) 778-7369
   ------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

         (Former Name or Former Address, if Changed Since Last Report)
ITEM 9.     REGULATION FD DISCLOSURE.

                  As previously reported to the Securities and Exchange
Commission, on June 2, 2000, Stone & Webster, Incorporated (the "Company"),
and certain of its direct and indirect subsidiaries and affiliates (the
"Subsidiaries", and together with the Company, the "Debtors"), each filed
voluntary petitions for relief under chapter 11 of title 11 of the United
States Code, 11 U.S.C. ss.ss. 101-1330 (the "Bankruptcy Code"). The filings
were made in the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court").

                  On August 12, 2003, the Company and Stone & Webster
Engineers and Constructors, Inc., a Subsidiary of the Company ("SWE&C"), and
certain of their respective Debtor Subsidiaries, filed with the Bankruptcy
Court: (i) the Third Amended Joint Plan of Reorganization (the "Amended
Plan"), supported and co- proposed by the Official Committee of Unsecured
Creditors, Federal Insurance Company, Maine Yankee Atomic Power Company, and
the Official Committee of Equity Security Holders which sets forth how claims
against and interests in the Debtors will be treated and (ii) the related
Disclosure Statement with respect to the Amended Plan (the "Amended Disclosure
Statement") which describes the Debtors' history, significant events occurring
in the Debtors' chapter 11 cases and a summary and analysis of the Amended
Plan. The Debtors have requested that the Bankruptcy Court approve the Amended
Disclosure Statement as containing adequate information as such term is
defined in Section 1125 of the Bankruptcy Code and permit the solicitation of
votes from creditors on whether to accept the Amended Plan. The Amended
Disclosure Statement must be approved by the Bankruptcy Court before it can be
sent to creditors for their consideration.

                  Copies of the Amended Plan, the Amended Disclosure Statement
and a press release issued by the Company and SWE&C on August 12, 2003
regarding the Amended Plan are attached hereto as Exhibits 99.1, 99.2 and
99.3, respectively, and are incorporated by reference herein. In addition,
copies of the Amended Plan and the Amended Disclosure Statement may be viewed
at the Bankruptcy Court's web site at www.deb.uscourts.gov and copies of the
Amended Plan, the Amended Disclosure Statement and the press release may be
viewed at the Company's web site at www.stonewebinc.com.

                  This Current Report on Form 8-K (including the exhibits
hereto) will not be deemed an admission as to the materiality of any
information required to be disclosed solely to satisfy the requirements of
Regulation FD. The Amended Plan, the Amended Disclosure Statement and the
press release filed as exhibits hereto may contain certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. The Debtors assume no obligations to update or revise any such
forward-looking statements. Such statements could be subject to risk and
uncertainty that exist in the bankruptcy process that could render actual
outcomes and results materially different from those predicted.

ITEM 7(C).  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits:

         Number                     Description

         99.1     Third Amended Joint Plan of Reorganization of the
                  Debtors-In-Possession, the Official Committee of Unsecured
                  Creditors, Federal Insurance Company, Maine Yankee Atomic
                  Power Company, and the Official Committee of Equity Security
                  Holders with respect to (i) Stone & Webster, Incorporated
                  and certain of its Subsidiaries and Affiliates and (ii)
                  Stone & Webster Engineers and Constructors, Inc. and certain
                  of its Subsidiaries and Affiliates

         99.2     Disclosure Statement with respect to the Third Amended Joint
                  Plan of Reorganization of the Debtors-In-Possession, the
                  Official Committee of Unsecured Creditors, Federal
                  Insurance Company, Maine Yankee Atomic Power Company, and
                  the Official Committee of Equity Security Holders with
                  respect to (i) Stone & Webster, Incorporated and certain of
                  its Subsidiaries and Affiliates and (ii) Stone & Webster
                  Engineers and Constructors, Inc. and certain of its
                  Subsidiaries and Affiliates

         99.3     Press release issued on August 12, 2003 regarding the
                  Third Amended Joint Plan of Reorganization
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.

                                            STONE & WEBSTER, INCORPORATED

                                            By:   /s/ James P. Carroll
                                                  James P. Carroll
                                                  President and Chief
                                                  Restructuring Officer

Date:  August 22, 2003
INDEX TO EXHIBITS

         Number                     Description

         99.1     Third Amended Joint Plan of Reorganization of the
                  Debtors-In-Possession, the Official Committee of Unsecured
                  Creditors, Federal Insurance Company, Maine Yankee Atomic
                  Power Company, and the Official Committee of Equity Security
                  Holders with respect to (i) Stone & Webster, Incorporated
                  and certain of its Subsidiaries and Affiliates and (ii)
                  Stone & Webster Engineers and Constructors, Inc. and certain
                  of its Subsidiaries and Affiliates

         99.2     Disclosure Statement with respect to the Third Amended Joint
                  Plan of Reorganization of the Debtors-In-Possession, the
                  Official Committee of Unsecured Creditors, Federal
                  Insurance Company, Maine Yankee Atomic Power Company, and
                  the Official Committee of Equity Security Holders with
                  respect to (i) Stone & Webster, Incorporated and certain of
                  its Subsidiaries and Affiliates and (ii) Stone & Webster
                  Engineers and Constructors, Inc. and certain of its
                  Subsidiaries and Affiliates

         99.3     Press release issued on August 12, 2003 regarding the
                  Third Amended Joint Plan of Reorganization