________________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                _________________
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                             CH2M HILL Companies, Ltd.
                 (Exact name of registrant as specified in its charter)

                  Oregon                                 93-0549963
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)              Identification Number)

          6060 South Willow Drive,
           Greenwood Village, CO                         80111-5142
   (Address of principal executive offices)              (Zip Code)
                           _______________________

                           CH2M HILL Companies, Ltd.
                         Deferred Compensation Plan
                             (Full Title of Plans)
                           ______________________

                              Samuel H. Iapalucci
                           CH2M HILL Companies, Ltd.
                            6060 South Willow Drive
                        Greenwood Village, CO 80111-5142
                                 (303) 771-0900
            (Name, address and telephone number of agent for service)

_____________________________________________________________________________

<TABLE>
<CAPTION>
                     CALCULATION OF REGISTRATION FEE

Title of     Amount to be  Proposed maximum   Proposed maximum    Amount of
securities   registered     offering price  aggregate offering   registration
to be         (1)(4)         per share (2)     price (2)(3)          fee
registered

<S>            <C>           <C>               <C>               <C>
Deferred
Compensation
Plan Interests  3,500,000     $9.75             $34,125,000       $8,531.25

</TABLE>

(1)   The Deferred Compensation Plan Interests are unsecured obligations of
      CH2M HILL Companies, Ltd. to pay deferred compensation in the future
      in accordance with the terms of the Deferred Compensation Plan.
      Returns paid by the Registrant on compensation deferred will be
      measured by the performance of certain investment vehicles that may be
      elected by participants, including Registrant common stock. Amount to
      be registered is stated in shares of Registrant common stock.
(2)   The price of the common stock as determined by the Board of Directors
      on February 16, 2001.
(3)   Estimated solely for the purpose of determining the registration fee.
(4)   The amount of securities registered hereunder will be determined by
      reference to investment elections made by plan participants in
      Registrant common stock.  Pursuant to Rule 416(c) under the Securities
      Act of 1933, this registration statement covers an indeterminate amount
      of interests to be offered or sold pursuant to the employee benefit
      plans described herein.

<PAGE>


                          CH2M HILL COMPANIES, LTD.
                         DEFERRED COMPENSATION PLAN

Item 3.     Incorporation of Documents by Reference

     The following documents filed with the Securities and Exchange Commission
by CH2M HILL Companies, Ltd. ( "CH2M HILL") are incorporated herein by
reference:

     (1)     The Annual Report on Form 10-K for the fiscal year ended
             December 31, 1999, of CH2M HILL.
     (2)     CH2M HILL's Quarterly Reports on Form 10-Q for the quarterly
             periods ended March 31, 2000, June 30, 2000 and September 30,
             2000; CH2M HILL's Current Reports on Form 8-K dated January 5,
             2000; and Current Report on Form 8-K/A dated February 3, 2000.

     All documents subsequently filed by CH2M HILL pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be part of this registration statement from the date of filing of such
reports and documents.

Item 4.     Description of Securities

            Not applicable

Item 5.     Interests of Named Experts and Counsel

            Not applicable

Item 6.     Indemnification of Directors and Officers

     Under the Oregon Business Corporation Act (the "Act"), a corporation's
Articles of Incorporation may provide for the limitation of liability of
directors and indemnification of directors under some circumstances.  In
accordance with Oregon law, CH2M HILL's Restated Articles of Incorporation
provide that directors are not personally liable to the corporation or its
shareholders for monetary damages for conduct as a director, except for any
act or omission for which the elimination of liability is not permitted under
the Act.  Section 60.047(2)(d) of the Act sets forth the following actions for
which limitation of liability is not permitted, including (i) any breach of a
director's duty of loyalty to the corporation or its shareholders; (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) any unlawful distributions to
shareholders; or (iv) any transaction from which the director received an
improper or illegal personal benefit.

     CH2M HILL's Restated Bylaws allow it to indemnify any person who is or
was a party, or is threatened to be made a party, to any civil,
administrative, or criminal proceeding by reason of the fact that the person
is or was a director or officer of CH2M HILL or any of its subsidiaries, or is


                                      1
<PAGE>

or was serving at CH2M HILL's request as a director, officer, partner, agent,
or employee of another corporation or entity.  The indemnification may include
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by that person.  Under Section
60.391(1) of the Act, indemnification is available if (i) the person acted in
good faith; (ii) the person reasonably believed the conduct was in the
corporation's best interests, or at least was not opposed to its best
interests; and (iii) in the case of a criminal proceeding, the person had no
reasonable cause to believe the conduct was unlawful.  In addition, a person
who is wholly successful, on the merits or otherwise, in the defense of a
proceeding in which the person was a party because the person was a director,
is entitled to indemnification for expenses actually and reasonably incurred
by the person in connection with the proceeding.

     CH2M HILL intends to purchase and pay the premium for insurance in
respect of claims against its directors and officers and in respect of losses
for which CH2M HILL may be required or permitted by law to indemnify such
directors and officers.  The directors to be insured are the directors named
herein and all directors of CH2M HILL's subsidiaries.  The officers to be
insured are all officers and assistant officers of CH2M HILL and its
subsidiaries.  CH2M HILL does not expect to allocate or segregate the premium
with regard to specific subsidiaries or individual directors and officers.

Item 7.     Exemption from Registration Claimed

            Not applicable

Item 8.     Exhibits

            Exhibits
            ________
            23.1     Consent of Arthur Andersen LLP.
            23.2     Consent of KPMG LLP

Item 9.     Undertakings

            (a)    The undersigned registrant hereby undertakes:

            (1)    To file, during any period in which offers or sales are
                   being made, a post-effective amendment to this registration
                   statement:

                    (i)  To include any prospectus required by section
                         10(a)(3) of the 1933 Act;

                   (ii)  To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective
                         amendment thereof) which, individually or in the
                         aggregate, represent a fundamental change in the
                         information set forth in the registration statement.
                         Notwithstanding the forgoing, any increase or
                         decrease in volume of securities offered (if the
                         total dollar value of securities offered would not
                         exceed that which was registered) and any deviation
                         from the low or high end of the estimated maximum

                                      2
<PAGE>

                         offering range may be reflected in the form of
                         prospectus filed with the Commission pursuant to
                         Rule 424(b) if in the aggregate the changes in volume
                         and price represent no more than a 20% change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective registration statement;

                  (iii)  To include any material information with respect to
                         the plan of distribution not previously disclosed in
                         the registration statement or any material change to
                         such information in the registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or 15(d) of the  Exchange Act that are incorporated by reference in the
registration statement.

            (2)    That, for the purpose of determining any liability under
                   the 1933 Act, each such post-effective amendment shall be
                   deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

            (3)    To remove from registration by means of a post-effective
                   amendment any of the securities being registered which
                   remain unsold at the termination of the offering.


            (b)    The undersigned registrant hereby undertakes that, for
                   purposes of determining any liability under the 1933 Act,
                   each filing of the registrant's annual report pursuant to
                   Section 13(a) or Section 15(d) of the Exchange Act (and,
                   where applicable, each filing of an employee benefit
                   plan's annual report pursuant to Section 15(d) of the
                   Exchange Act) that is incorporated by reference in the
                   registration statement shall be deemed to be a new
                   registration statement relating to the securities offered
                   therein, and the offering of such securities at that time
                   shall be deemed to be the initial bona fide offering
                   thereof.

            (c)    Insofar as indemnification for liabilities arising under
                   the 1933 Act may be permitted to directors, officers and
                   controlling persons of the registrant pursuant to the
                   foregoing provisions, or otherwise, the registrant has
                   been advised that in the opinion of the Securities and
                   Exchange Commission such indemnification is against public
                   policy as expressed in the 1933 Act and is, therefore,
                   unenforceable.  In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the registrant of expenses incurred or paid by

                                     3
<PAGE>

                   a director, officer or controlling person of the registrant
                   in the successful defense of any action, suit or
                   proceeding) is asserted by such director, officer or
                   controlling person in connection with the securities being
                   registered, the registrant will, unless in the opinion of
                   its counsel the matter has been settled by controlling
                   precedent, submit to a court of appropriate jurisdiction
                   the question whether such indemnification by it is against
                   public policy as expressed in the 1933 Act and will be
                   governed by the final adjudication of such issue.


                                  Signatures

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greenwood Village, State of
Colorado, on February 26, 2001.


                                    CH2M HILL Companies, Ltd.

                                        /s/ Ralph R. Peterson
                                    By:_________________________
                                       Ralph R. Peterson
                                       President and Chief Executive Officer

     Pursuant to the Securities Act of 1933, this Registration Statement has
been signed below on February 26, 2001 by the following persons in the
capacities indicated:


    Signature                        Title                      Date
    _________                       _______                    ______


/s/Ralph R. Peterson
_____________________         Chairman of the Board,        February 26, 2001
Ralph R. Peterson             President and Chief
                              Executive Officer (Principal
                              Executive Officer)

/s/Samuel H. Iapalucci
_____________________         Chief Financial Officer,      February 26, 2001
Samuel H. Iapalucci           (Principal Financial and
                              Principal Accounting Officer)


/s/Joseph A. Ahearn
_____________________         Director                      February 26, 2001
Joseph A. Ahearn


/s/Robert G. Card
_____________________         Director                      February 26, 2001
Robert G. Card


/s/James J. Ferris
_____________________         Director                      February 26, 2001
James J. Ferris


/s/Jerry D. Geist
_____________________         Director                      February 26, 2001
Jerry D. Geist


/s/Philip G. Hall
_____________________         Director                      February 26, 2001
Philip G. Hall


/s/Michael D. Kennedy
_____________________         Director                      February 26, 2001
Michael D. Kennedy


/s/Susan D. King
_____________________         Director                      February 26, 2001
Susan D. King


/s/Michael Y. Marcussen
_____________________         Director                      February 26, 2001
Michael Y. Marcussen


/s/Jill T. Sideman
_____________________         Director                      February 26, 2001
Jill T. Sideman


/s/Barry L. Williams
_____________________         Director                      February 26, 2001
Barry L. Williams
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16059}]
{"company-data": {"conformed-name": "CH2M HILL COMPANIES LTD", "cik": "0000777491", "assigned-sic": "8711", "irs-number": "930549963", "state-of-incorporation": "OR"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56370", "film-number": "1558132"}, "business-address": {"street1": "6060 S. WILLOW DR", "city": "GREENWOOD", "state": "CO", "zip": "80111-5142", "phone": "3037710900"}, "mail-address": {"street1": "6060 S. WILLOW DR", "city": "GREENWOOD VILLAGE", "state": "CO", "zip": "80111-5142"}}
________________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                _________________
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                             CH2M HILL Companies, Ltd.
                 (Exact name of registrant as specified in its charter)

                  Oregon                                 93-0549963
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)              Identification Number)

          6060 South Willow Drive,
           Greenwood Village, CO                         80111-5142
   (Address of principal executive offices)              (Zip Code)
                           _______________________

                           CH2M HILL Companies, Ltd.
                         Deferred Compensation Plan
                             (Full Title of Plans)
                           ______________________

                              Samuel H. Iapalucci
                           CH2M HILL Companies, Ltd.
                            6060 South Willow Drive
                        Greenwood Village, CO 80111-5142
                                 (303) 771-0900
            (Name, address and telephone number of agent for service)

_____________________________________________________________________________
CALCULATION OF REGISTRATION FEE

Title of     Amount to be  Proposed maximum   Proposed maximum    Amount of
securities   registered     offering price  aggregate offering   registration
to be         (1)(4)         per share (2)     price (2)(3)          fee
registered
Deferred
Compensation
Plan Interests  3,500,000     $9.75             $34,125,000       $8,531.25
(1)   The Deferred Compensation Plan Interests are unsecured obligations of
      CH2M HILL Companies, Ltd. to pay deferred compensation in the future
      in accordance with the terms of the Deferred Compensation Plan.
      Returns paid by the Registrant on compensation deferred will be
      measured by the performance of certain investment vehicles that may be
      elected by participants, including Registrant common stock. Amount to
      be registered is stated in shares of Registrant common stock.
(2)   The price of the common stock as determined by the Board of Directors
      on February 16, 2001.
(3)   Estimated solely for the purpose of determining the registration fee.
(4)   The amount of securities registered hereunder will be determined by
      reference to investment elections made by plan participants in
      Registrant common stock.  Pursuant to Rule 416(c) under the Securities
      Act of 1933, this registration statement covers an indeterminate amount
      of interests to be offered or sold pursuant to the employee benefit
      plans described herein.
CH2M HILL COMPANIES, LTD.
                         DEFERRED COMPENSATION PLAN

Item 3.     Incorporation of Documents by Reference

     The following documents filed with the Securities and Exchange Commission
by CH2M HILL Companies, Ltd. ( "CH2M HILL") are incorporated herein by
reference:

     (1)     The Annual Report on Form 10-K for the fiscal year ended
             December 31, 1999, of CH2M HILL.
     (2)     CH2M HILL's Quarterly Reports on Form 10-Q for the quarterly
             periods ended March 31, 2000, June 30, 2000 and September 30,
             2000; CH2M HILL's Current Reports on Form 8-K dated January 5,
             2000; and Current Report on Form 8-K/A dated February 3, 2000.

     All documents subsequently filed by CH2M HILL pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be part of this registration statement from the date of filing of such
reports and documents.

Item 4.     Description of Securities

            Not applicable

Item 5.     Interests of Named Experts and Counsel

            Not applicable

Item 6.     Indemnification of Directors and Officers

     Under the Oregon Business Corporation Act (the "Act"), a corporation's
Articles of Incorporation may provide for the limitation of liability of
directors and indemnification of directors under some circumstances.  In
accordance with Oregon law, CH2M HILL's Restated Articles of Incorporation
provide that directors are not personally liable to the corporation or its
shareholders for monetary damages for conduct as a director, except for any
act or omission for which the elimination of liability is not permitted under
the Act.  Section 60.047(2)(d) of the Act sets forth the following actions for
which limitation of liability is not permitted, including (i) any breach of a
director's duty of loyalty to the corporation or its shareholders; (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) any unlawful distributions to
shareholders; or (iv) any transaction from which the director received an
improper or illegal personal benefit.

     CH2M HILL's Restated Bylaws allow it to indemnify any person who is or
was a party, or is threatened to be made a party, to any civil,
administrative, or criminal proceeding by reason of the fact that the person
is or was a director or officer of CH2M HILL or any of its subsidiaries, or is

                                      1
or was serving at CH2M HILL's request as a director, officer, partner, agent,
or employee of another corporation or entity.  The indemnification may include
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by that person.  Under Section
60.391(1) of the Act, indemnification is available if (i) the person acted in
good faith; (ii) the person reasonably believed the conduct was in the
corporation's best interests, or at least was not opposed to its best
interests; and (iii) in the case of a criminal proceeding, the person had no
reasonable cause to believe the conduct was unlawful.  In addition, a person
who is wholly successful, on the merits or otherwise, in the defense of a
proceeding in which the person was a party because the person was a director,
is entitled to indemnification for expenses actually and reasonably incurred
by the person in connection with the proceeding.

     CH2M HILL intends to purchase and pay the premium for insurance in
respect of claims against its directors and officers and in respect of losses
for which CH2M HILL may be required or permitted by law to indemnify such
directors and officers.  The directors to be insured are the directors named
herein and all directors of CH2M HILL's subsidiaries.  The officers to be
insured are all officers and assistant officers of CH2M HILL and its
subsidiaries.  CH2M HILL does not expect to allocate or segregate the premium
with regard to specific subsidiaries or individual directors and officers.

Item 7.     Exemption from Registration Claimed

            Not applicable

Item 8.     Exhibits

            Exhibits
            ________
            23.1     Consent of Arthur Andersen LLP.
            23.2     Consent of KPMG LLP

Item 9.     Undertakings

            (a)    The undersigned registrant hereby undertakes:

            (1)    To file, during any period in which offers or sales are
                   being made, a post-effective amendment to this registration
                   statement:

                    (i)  To include any prospectus required by section
                         10(a)(3) of the 1933 Act;

                   (ii)  To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective
                         amendment thereof) which, individually or in the
                         aggregate, represent a fundamental change in the
                         information set forth in the registration statement.
                         Notwithstanding the forgoing, any increase or
                         decrease in volume of securities offered (if the
                         total dollar value of securities offered would not
                         exceed that which was registered) and any deviation
                         from the low or high end of the estimated maximum

                                      2
offering range may be reflected in the form of
                         prospectus filed with the Commission pursuant to
                         Rule 424(b) if in the aggregate the changes in volume
                         and price represent no more than a 20% change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective registration statement;

                  (iii)  To include any material information with respect to
                         the plan of distribution not previously disclosed in
                         the registration statement or any material change to
                         such information in the registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or 15(d) of the  Exchange Act that are incorporated by reference in the
registration statement.

            (2)    That, for the purpose of determining any liability under
                   the 1933 Act, each such post-effective amendment shall be
                   deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

            (3)    To remove from registration by means of a post-effective
                   amendment any of the securities being registered which
                   remain unsold at the termination of the offering.

            (b)    The undersigned registrant hereby undertakes that, for
                   purposes of determining any liability under the 1933 Act,
                   each filing of the registrant's annual report pursuant to
                   Section 13(a) or Section 15(d) of the Exchange Act (and,
                   where applicable, each filing of an employee benefit
                   plan's annual report pursuant to Section 15(d) of the
                   Exchange Act) that is incorporated by reference in the
                   registration statement shall be deemed to be a new
                   registration statement relating to the securities offered
                   therein, and the offering of such securities at that time
                   shall be deemed to be the initial bona fide offering
                   thereof.

            (c)    Insofar as indemnification for liabilities arising under
                   the 1933 Act may be permitted to directors, officers and
                   controlling persons of the registrant pursuant to the
                   foregoing provisions, or otherwise, the registrant has
                   been advised that in the opinion of the Securities and
                   Exchange Commission such indemnification is against public
                   policy as expressed in the 1933 Act and is, therefore,
                   unenforceable.  In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the registrant of expenses incurred or paid by

                                     3
a director, officer or controlling person of the registrant
                   in the successful defense of any action, suit or
                   proceeding) is asserted by such director, officer or
                   controlling person in connection with the securities being
                   registered, the registrant will, unless in the opinion of
                   its counsel the matter has been settled by controlling
                   precedent, submit to a court of appropriate jurisdiction
                   the question whether such indemnification by it is against
                   public policy as expressed in the 1933 Act and will be
                   governed by the final adjudication of such issue.

                                  Signatures

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greenwood Village, State of
Colorado, on February 26, 2001.

                                    CH2M HILL Companies, Ltd.

                                        /s/ Ralph R. Peterson
                                    By:_________________________
                                       Ralph R. Peterson
                                       President and Chief Executive Officer

     Pursuant to the Securities Act of 1933, this Registration Statement has
been signed below on February 26, 2001 by the following persons in the
capacities indicated:

    Signature                        Title                      Date
    _________                       _______                    ______

/s/Ralph R. Peterson
_____________________         Chairman of the Board,        February 26, 2001
Ralph R. Peterson             President and Chief
                              Executive Officer (Principal
                              Executive Officer)

/s/Samuel H. Iapalucci
_____________________         Chief Financial Officer,      February 26, 2001
Samuel H. Iapalucci           (Principal Financial and
                              Principal Accounting Officer)

/s/Joseph A. Ahearn
_____________________         Director                      February 26, 2001
Joseph A. Ahearn

/s/Robert G. Card
_____________________         Director                      February 26, 2001
Robert G. Card

/s/James J. Ferris
_____________________         Director                      February 26, 2001
James J. Ferris

/s/Jerry D. Geist
_____________________         Director                      February 26, 2001
Jerry D. Geist

/s/Philip G. Hall
_____________________         Director                      February 26, 2001
Philip G. Hall

/s/Michael D. Kennedy
_____________________         Director                      February 26, 2001
Michael D. Kennedy

/s/Susan D. King
_____________________         Director                      February 26, 2001
Susan D. King

/s/Michael Y. Marcussen
_____________________         Director                      February 26, 2001
Michael Y. Marcussen

/s/Jill T. Sideman
_____________________         Director                      February 26, 2001
Jill T. Sideman

/s/Barry L. Williams
_____________________         Director                      February 26, 2001
Barry L. Williams