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

                                January 16, 2004
         --------------------------------------------------------------

                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.

                  On January 16, 2004, the Bankruptcy Court entered an order
confirming the Amended Plan. The Amended Plan is expected to become effective
by February 6, 2004.

                  A copy of the press release issued by the Company and SWE&C
on January 16, 2004 regarding the confirmation of the Amended Plan is attached
hereto as Exhibit 99.1 and incorporated by reference herein. 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 exhibit
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 press release filed as an exhibit 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     Press release issued on January 16, 2004 regarding the
                  confirmation of 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:    January 16, 2004
<PAGE>



                               INDEX TO EXHIBITS

         Number                     Description
         ------                     -----------

         99.1     Press release issued on January 16, 2004 regarding the
                  confirmation of the Third Amended Joint Plan of
                  Reorganization.
<PAGE>



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


FOR IMMEDIATE RELEASE
FRIDAY, JANUARY 16, 2004

CONTACT:
James P. Carroll
Stone & Webster, Incorporated
Stone & Webster Engineers and Constructors, Inc.
45 Milk Street
Boston, Massachusetts 02109
(617) 778-7369

             COURT APPROVES STONE & WEBSTER AMENDED JOINT PLAN OF
                                REORGANIZATION

         BOSTON, MASSACHUSETTS, JANUARY 16, 2004 - Stone & Webster,
Incorporated (OTC: SWBIQ.PK) and Stone & Webster Engineers and Constructors,
Inc. announced that the Third Amended Joint Plan of Reorganization was
confirmed today by the United States Bankruptcy Court for the District of
Delaware. The Amended Plan, which had the support of Federal Insurance Company
and Maine Yankee Atomic Power Company, the companies' two largest unsecured
creditors, as well as the Official Committee of Unsecured Creditors and the
Official Committee of Equity Holders, provides for the creation of separate
consolidated estates for Stone & Webster, Incorporated and certain of its
debtor subsidiaries and Stone & Webster Engineers and Constructors, Inc. and
certain of its debtor subsidiaries, with each estate to be separately funded
and administered. The Plan of Reorganization was approved overwhelmingly by
creditors and other parties in interest.

         The effective date of the Plan of Reorganization is expected to occur
by February 6, 2004. Pursuant to terms of the Amended Plan, all trading in the
common stock of Stone & Webster, Incorporated will cease as of the close of
business today and the Company's stock transfer records will be closed.

         It is anticipated that equity holders as of August 27, 2003 who voted
to accept the Amended Plan and tender their shares will receive the initial
distribution as contemplated within the Amended Plan shortly after the
effective date. Interested parties are urged to read the Amended Plan and the
related Disclosure Statement, copies of which have been filed with the
Bankruptcy Court and the Securities and Exchange Commission. More information
is available on the companies' website at www.stonewebinc.com.

Forward-Looking Information

         The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements made by or on behalf of the companies. Any
of the statements or comments made in this release that refer to the projected
effectiveness of the Amended Plan, the projected recovery to be received by
certain classes of creditors and similar matters are forward-looking and reflect
the companies' current analysis of existing information. The companies caution
that a variety of factors could cause actual conditions to differ materially
from what is contained in these forward-looking statements. The companies
undertake no obligation to publicly release any revisions to the forward-looking
statements or reflect events or circumstances after the date of this release.

                                     # # #
[{"type": "8-K", "sequence": "1", "filename": "wil369310.txt", "description": "8-K", "secsgml_size_bytes": 8789}]
{"company-data": {"conformed-name": "STONE & WEBSTER INC", "cik": "0000094601", "assigned-sic": "8711", "irs-number": "135416910", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-01228", "film-number": "04534707"}, "business-address": {"street1": "245 SUMMER ST", "city": "BOSTON", "state": "MA", "zip": "02210", "phone": "6175895111"}, "mail-address": {"street1": "245 SUMMER STREET", "city": "BOSTON", "state": "MA", "zip": "02210"}}
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

                                January 16, 2004
         --------------------------------------------------------------

                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.

                  On January 16, 2004, the Bankruptcy Court entered an order
confirming the Amended Plan. The Amended Plan is expected to become effective
by February 6, 2004.

                  A copy of the press release issued by the Company and SWE&C
on January 16, 2004 regarding the confirmation of the Amended Plan is attached
hereto as Exhibit 99.1 and incorporated by reference herein. 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 exhibit
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 press release filed as an exhibit 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     Press release issued on January 16, 2004 regarding the
                  confirmation of 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:    January 16, 2004
INDEX TO EXHIBITS

         Number                     Description
         ------                     -----------

         99.1     Press release issued on January 16, 2004 regarding the
                  confirmation of the Third Amended Joint Plan of
                  Reorganization.
Exhibit 99.1
                                                                    ------------

FOR IMMEDIATE RELEASE
FRIDAY, JANUARY 16, 2004

CONTACT:
James P. Carroll
Stone & Webster, Incorporated
Stone & Webster Engineers and Constructors, Inc.
45 Milk Street
Boston, Massachusetts 02109
(617) 778-7369

             COURT APPROVES STONE & WEBSTER AMENDED JOINT PLAN OF
                                REORGANIZATION

         BOSTON, MASSACHUSETTS, JANUARY 16, 2004 - Stone & Webster,
Incorporated (OTC: SWBIQ.PK) and Stone & Webster Engineers and Constructors,
Inc. announced that the Third Amended Joint Plan of Reorganization was
confirmed today by the United States Bankruptcy Court for the District of
Delaware. The Amended Plan, which had the support of Federal Insurance Company
and Maine Yankee Atomic Power Company, the companies' two largest unsecured
creditors, as well as the Official Committee of Unsecured Creditors and the
Official Committee of Equity Holders, provides for the creation of separate
consolidated estates for Stone & Webster, Incorporated and certain of its
debtor subsidiaries and Stone & Webster Engineers and Constructors, Inc. and
certain of its debtor subsidiaries, with each estate to be separately funded
and administered. The Plan of Reorganization was approved overwhelmingly by
creditors and other parties in interest.

         The effective date of the Plan of Reorganization is expected to occur
by February 6, 2004. Pursuant to terms of the Amended Plan, all trading in the
common stock of Stone & Webster, Incorporated will cease as of the close of
business today and the Company's stock transfer records will be closed.

         It is anticipated that equity holders as of August 27, 2003 who voted
to accept the Amended Plan and tender their shares will receive the initial
distribution as contemplated within the Amended Plan shortly after the
effective date. Interested parties are urged to read the Amended Plan and the
related Disclosure Statement, copies of which have been filed with the
Bankruptcy Court and the Securities and Exchange Commission. More information
is available on the companies' website at www.stonewebinc.com.

Forward-Looking Information

         The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements made by or on behalf of the companies. Any
of the statements or comments made in this release that refer to the projected
effectiveness of the Amended Plan, the projected recovery to be received by
certain classes of creditors and similar matters are forward-looking and reflect
the companies' current analysis of existing information. The companies caution
that a variety of factors could cause actual conditions to differ materially
from what is contained in these forward-looking statements. The companies
undertake no obligation to publicly release any revisions to the forward-looking
statements or reflect events or circumstances after the date of this release.

                                     # # #