As filed with the Securities and Exchange Commission on November 16, 1999

                                                    Registration No. 333-

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 URS CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                     94-1381538
   (State of Incorporation)                (I.R.S. Employer Identification No.)

                                  ----------

                        100 California Street, Suite 500
                             San Francisco, CA 94111
                    (Address of principal executive offices)

                                   ----------

                          Employee Stock Purchase Plan
                           1999 Equity Incentive Plan
                            (Full title of the plans)

                                Kent P. Ainsworth
               Executive Vice President, Chief Financial Officer,
                   Principal Accounting Officer and Secretary

                                   ----------

                                 URS Corporation
                        100 California Street, Suite 500
                             San Francisco, CA 94111
                                 (415) 774-2700

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                  ----------

                                   Copies to:
                            Samuel M. Livermore, Esq.
                              Erin A. Sawyer, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

                                   ----------
<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
                                                            Proposed Maximum           Proposed Maximum
    Title of Securities                                         Offering                   Aggregate                 Amount of
     to be Registered         Amount to be Registered      Price per Share (1)        Offering Price (1)          Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                         <C>                         <C>                        <C>
  Common Stock, par value        6,900,000 shares            $19.97-$21.44               $139,110,120               $38,673
      $.01 per share
====================================================================================================================================

<FN>
(1) Estimated  solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the
Securities  Act of 1933, as amended (the "Act").  The offering  price per share and aggregate  offering price are based upon (a) the
weighted  avarage  exercise  price for shares  subject to  outstanding  options  granted under URS  Corporation's  ("Registrant"  or
"Company")  1999 Equity  Incentive  Plan (the  "Incentive  Plan")  pursuant to Rule 457(h)  under the Act) or (b) the average of the
reported high and low prices of the Common Shares on the New York Stock  Exchange on  November 9, 1999, for (i) shares  reserved for
future grant  pursuant to the  Incentive  Plan and (ii) shares  issuable  pursuant to the  Company's  Employee  Stock  Purchase Plan
(pursuant to Rule 457(c) under the Act). The following chart illustrates the calculation of the registration fee:
</FN>
</TABLE>


<PAGE>

<TABLE>

<CAPTION>

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

 Title of Securities to be      Amount to be         Offering Price Per
        Registered               Registered                Share            Aggregate Offering Price
-----------------------------------------------------------------------------------------------------
<S>                               <C>
Shares of Common Stock            896,000             $  21.44(1)(a)               $ 19,210,240
issuable pursuant to
outstanding options under
the 1999 Equity Incentive
Plan
-----------------------------------------------------------------------------------------------------
Shares of Common Stock          3,604,000             $  19.97(1)(b)               $ 71,971,880
reserved for grant under
the 1999 Equity Incentive
Plan
-----------------------------------------------------------------------------------------------------
Shares of Common Stock          2,400,000             $  19.97(1)(b)               $ 47,928,000
reserved for issuance
under the Employee Stock
Purchase Plan
-----------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate
Offering Price                                                                     $139,110,120
-----------------------------------------------------------------------------------------------------
Registration Fee                                                                   $     38,673
-----------------------------------------------------------------------------------------------------

</TABLE>

                                                                 2.
<PAGE>

<TABLE>


                                                           URS CORPORATION

                                                   FORM S-3 REGISTRATION STATEMENT

             CROSS REFERENCE SHEET REQUIRED BY ITEM 501 OF REGULATION S-K FOR THE RESALE PROSPECTUS CONSTITUTING PART I HEREIN

<CAPTION>
------------------------------------------------------------ ------------------------------------------------------------------
Item Number and Description in Part I of Form S-3            Caption in Prospectus
------------------------------------------------------------ ------------------------------------------------------------------
<S>      <C>                                                 <C>
1.       Forepart of the Registration Statement and          Outside Front Cover Page
         Outside Front Cover Page of Prospectus
------------------------------------------------------------ ------------------------------------------------------------------
2.       Inside Front and Outside Back Cover Pages of        Prospectus Summary; Where You Can Find More Information; Table
         Prospectus                                          of Contents
------------------------------------------------------------ ------------------------------------------------------------------
3.       Summary Information                                 Not applicable
------------------------------------------------------------ ------------------------------------------------------------------
         Risk Factors                                        Risk Factors
------------------------------------------------------------ ------------------------------------------------------------------
         Ratio of Earnings to Fixed Charges                  Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
4.       Use of Proceeds                                     Use of Proceeds
------------------------------------------------------------ ------------------------------------------------------------------
5.       Determination of Offering Price                     Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
6.       Dilution                                            Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
7.       Selling Security Holders                            Selling Stockholders
------------------------------------------------------------ ------------------------------------------------------------------
8.       Plan of Distribution                                Plan of Distribution; Outside Front Cover Page
------------------------------------------------------------ ------------------------------------------------------------------
9.       Description of Securities to be Registered          Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
10.      Interests of Named Experts and Counsel              Legal Matters
------------------------------------------------------------ ------------------------------------------------------------------
11.      Material Changes                                    Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
12.      Incorporation of Certain Information by Reference   Where You Can Find More Information
------------------------------------------------------------ ------------------------------------------------------------------
13.      Disclosure of Commission Position on                Not Applicable
         Indemnification for Securities Act Liabilities
------------------------------------------------------------ ------------------------------------------------------------------
</TABLE>


                                                                 3.
<PAGE>


                                     PART I

                                   PROSPECTUS

                                 URS CORPORATION

                                1,741,718 Shares

                                  Common Stock

The Selling Stockholders:  The   selling   stockholders   identified   in   this
                           prospectus may sell up to  1,741,748  shares  of  our
                           common  stock  held by them and also  issued  to them
                           upon the exercise of certain  stock  options.  We are
                           not selling any shares of our common stock under this
                           prospectus  and will not receive any of the  proceeds
                           from the sale of shares by the selling stockholders.

Offering Price:            The  selling  stockholders  may  sell the  shares  of
                           common stock described in this prospectus in a number
                           of different ways and at varying  prices.  We provide
                           more information about how they may sell their shares
                           in the section titled "Plan of  Distribution" on page
                           14.

Trading Market:            Our  common  stock is  listed  on the New York  Stock
                           Exchange  and the Pacific  Exchange  under the symbol
                           "URS." On November 12,  1999,  the closing sale price
                           of our  common  stock,  as  reported  on the New York
                           Stock Exchange, was $21.56.

Risks:                     Investing in our common stock  involves a high degree
                           of risk. See "Risk Factors" beginning on page 6.

         No underwriter is being utilized in connection  with this offering.  We
will  bear  the  costs  of  registering  the  shares  to be sold by the  selling
stockholders under the Securities Act.

         The shares offered or sold under this prospectus have not been approved
by the Securities and Exchange  Commission or any state  securities  commission,
nor have these  organizations  determined  that this  prospectus  is accurate or
complete. Any representation to the contrary is a criminal offense.

                The date of this prospectus is November 16, 1999


                                       4.
<PAGE>


                               PROSPECTUS SUMMARY

         The following is a summary of our business.  You should  carefully read
the section  entitled  "Risk Factors" in this  prospectus,  our Annual Report on
Form 10-K for the year ended October 31, 1998,  as amended on Form 10K-A,  filed
August 4, 1999 and our  Quarterly  Reports on Forms 10-Q for the quarters  ended
January 31, 1999,  April 30, 1999 and July 31, 1999 for more  information on our
business and the risks involved in investing in our stock.

         In addition to the historical information contained in this prospectus,
this  prospectus  contains  forward-looking  statements  within  the  meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of
1934.  These statements may be identified by the use of words such as "expects,"
"anticipates,"  "intends," "plans" and similar  expressions.  The outcome of the
events  described in these  forward-looking  statements  is subject to risks and
actual  results could differ  materially.  The sections  entitled "Risk Factors"
beginning  on  page 6 of  this  prospectus,  and  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations" and "Business" in our
Annual Report contain a discussion of some of the factors that could  contribute
to those differences.

                                 URS CORPORATION

Overview

         We are a leading  engineering  services  firm with clients that include
local, state, and federal government  agencies,  as well as private clients in a
broad range of industries.  We are a Delaware corporation  incorporated in 1957.
We  have  approximately  15,000  employees,  and  we  conduct  business  through
approximately  325  offices  including  offices  located in the  United  States,
Europe,  and the Asia/Pacific  region.  Our corporate offices are located at 100
California  Street,  Suite 500, San Francisco,  California  94111-4529,  and our
telephone number is (415) 774-2700.

Dames & Moore Acquisition

         On May 5, 1999, we entered into a merger  agreement with Dames & Moore,
and on May 11,  1999,  we  commenced a tender  offer for all of its  outstanding
common stock.  On June 9, 1999, we purchased 96% of Dames & Moore's common stock
in accordance with our tender offer. On June 24, 1999, we acquired the remaining
4% of Dames & Moore's common stock that we did not previously own by merging one
of our wholly-owned subsidiaries into Dames & Moore.


                                       5.
<PAGE>


                                  RISK FACTORS

         You should  carefully  consider the risks described below before making
an investment decision. The risks and uncertainties  described below are not the
only ones facing our company.  Additional risks and  uncertainties not presently
known to us or that we currently  deem  immaterial  also may impair our business
operations.  If any of the following risks actually occur, our business could be
harmed.  In such case, the trading price of our common stock could decline,  and
you may lose all or part of your investment.

We may  not be  able  to  integrate  Dames  &  Moore  successfully  and  achieve
anticipated cost savings and other benefits from the Dames & Moore acquisition

         We will  only  achieve  the  efficiencies,  cost  reductions  and other
benefits that we expect to result from the Dames & Moore  acquisition  if we can
successfully  integrate each company's  administrative,  finance,  technical and
marketing  organizations,  and implement appropriate  operations,  financial and
management systems and controls. In addition, Dames & Moore is in the process of
integrating the diverse operations that it recently acquired.

         The integration of Dames & Moore,  including  Dames & Moore's  recently
acquired  businesses,  into our  operations  will  involve  a number  of  risks,
including:

         o        the possible  diversion  of our  management's  attention  from
                  other business concerns;

         o        the potential  inability to successfully pursue some or all of
                  the  anticipated  revenue  opportunities  associated  with the
                  Dames & Moore acquisition;

         o        the possible  loss of Dames & Moore's or our key  professional
                  employees;

         o        the  potential   inability  to   successfully   replicate  our
                  operating efficiencies in Dames & Moore's operations;

         o        insufficient    management   resources   to   accomplish   the
                  integration;

         o        our  increased   complexity  and  diversity  compared  to  our
                  operations prior to the Dames & Moore acquisition;

         o        the possible negative reaction of clients to the Dames & Moore
                  acquisition; and

         o        unanticipated problems or legal liabilities.

         The  occurrence  of any of the  above  events,  as  well  as any  other
difficulties which may be encountered in the transition and integration process,
could have a material  adverse effect on our business,  financial  condition and
results of operations.

Our substantial  indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the notes

         We  are a  highly  leveraged  company.  As of  July  31,  1999,  we had
approximately $680 million of outstanding indebtedness following consummation of
the Dames & Moore  acquisition  and the related  financing  plan.  This level of
indebtedness could have important consequences for you, including the following:




                                       6.
<PAGE>

         o        it may limit our  ability  to borrow  money or sell  stock for
                  working   capital,   capital   expenditures,    debt   service
                  requirements or other purposes;

         o        it may limit our  flexibility in planning for, or reacting to,
                  changes in our business;

         o        we  could  be  more   highly   leveraged   than  some  of  our
                  competitors, which may place us at a competitive disadvantage;

         o        it may make us more  vulnerable  to a downturn in our business
                  or the economy;

         o        debt service requirements of our other indebtedness could make
                  it more difficult for us to make payments on the notes; and

         o        a substantial  portion of our cash flow from operations  could
                  be dedicated to the  repayment of our  indebtedness  and would
                  not be available for other purposes.

To service our  indebtedness  we will require a significant  amount of cash. The
ability to generate cash depends on many factors beyond our control

         Our ability to make payments on our indebtedness depends on our ability
to generate cash in the future.  If we do not generate  sufficient  cash flow to
meet our debt  service and  working  capital  requirements,  we may need to seek
additional  financing or sell assets.  This may make it more difficult for us to
obtain  financing on terms that are  acceptable  to us, or at all.  Without this
financing, we could be forced to sell assets to make up for any shortfall in our
payment obligations under unfavorable circumstances.

         Our senior  secured credit  facility  limits our ability to sell assets
and also restricts the use of proceeds from any such sale. Moreover,  the senior
secured credit facility is secured by substantially all of our assets. We cannot
assure  you that our  assets  could be sold  quickly  enough  or for  sufficient
amounts to enable us to meet our  obligations,  including our obligations on the
notes. Furthermore, a substantial portion of our assets are, and may continue to
be, intangible assets.  Therefore,  it may be difficult for us to pay you in the
event of an acceleration of the notes.

Restrictive  covenants in our senior secured  credit  facility and the indenture
relating to the notes may restrict our ability to pursue business strategies

         The  indenture  relating  to the notes and our  senior  secured  credit
facility restrict our ability, among other things, to:

         o        incur additional indebtedness or contingent obligations;

         o        pay dividends or make distributions to our stockholders;

         o        repurchase or redeem our stock;

         o        make investments;

         o        grant liens;

         o        make capital expenditures;

         o        enter into transactions with our stockholders and affiliates;


                                       7.
<PAGE>

         o        sell assets; and

         o        acquire  the assets of, or merge or  consolidate  with,  other
                  companies.

         In addition, our senior secured credit facility requires us to maintain
financial  ratios.  We may not be able to maintain  these ratios.  Additionally,
covenants  in the senior  secured  credit  facility  may  impair our  ability to
finance  future  operations  or  capital  needs or to engage in other  favorable
business activities.

         If we default under our senior  secured  credit  facility,  we could be
prohibited  from  making any  payments  on the notes.  In  addition,  the senior
secured credit facility lenders could require immediate  repayment of the entire
principal.  If the senior  secured credit  facility  lenders  require  immediate
repayment, we will not be able to repay them and also repay the notes in full.

We will derive approximately half of our revenues from contracts with government
agencies. Any disruption in government funding or in our relationship with those
agencies  could  adversely  affect our business and our ability to meet our debt
obligations

         We will derive approximately half of our revenues from local, state and
federal  government  agencies.  The demand  for our  services  will be  directly
related to the level of government  program funding that is allocated to rebuild
and expand the nation's infrastructure.  We believe that the success and further
development  of our  business  depends  upon  the  continued  funding  of  these
government  programs  and upon our ability to  participate  in these  government
programs.  We  cannot  assure  you that  governments  will  have  the  available
resources to fund these programs, that these programs will continue to be funded
even if governments have available financial resources, or that we will continue
to win government contracts under these or other programs.

         Some of these government  contracts are subject to renewal or extension
annually, so we cannot assure you of our continued work under these contracts in
the future.  Unsuccessful  bidders may protest or  challenge  the award of these
contracts.  In addition,  government  agencies can terminate  these contracts at
their  convenience.  Consequently,  we may incur  costs in  connection  with the
termination of these  contracts.  Also,  contracts with government  agencies are
subject  to  substantial  regulation  and an audit  of  actual  costs  incurred.
Consequently,  there may be a  downward  adjustment  in our  revenues  if actual
recoverable costs exceed billed recoverable costs.

We may be unable to estimate accurately our cost in performing services  for our
clients. This may cause us to have low profit margins or incur losses

         We will submit  proposals on projects  with an estimate of the costs we
will  likely  incur.  To the  extent we cannot  control  overhead,  general  and
administrative  and other costs,  or  underestimate  such costs, we may have low
profit margins or may incur losses.

We are subject to risks from changes in  environmental  legislation,  regulation
and governmental policies

         Our professional services involve the planning,  design and program and
construction  management of waste management and pollution  control  facilities.
Federal  laws,  such as the Resource  Conservation  and Recovery Act of 1976, as
amended,  and  the  Comprehensive   Environmental  Response,   Compensation  and
Liability Act of 1980,  as amended,  "CERCLA," and various state and local laws,
strictly regulate the handling,  removal,  treatment and transportation of toxic
and hazardous  substances and impose liability for  environmental  contamination
caused by such  substances.  Moreover,  so-called  "toxic tort"  litigation  has
increased  markedly in recent years as people  injured by  hazardous  substances
seek recovery for personal  injuries or property  damage.  While, in the past we
did  not  directly  handle,



                                       8.
<PAGE>

remove,  treat or  transport  toxic or hazardous  substances,  Dames & Moore has
performed  these  activities.  Consequently,  we may be  exposed  to claims  for
damages caused by environmental contamination.

         Federal  and  state  laws,   regulations,   and  programs   related  to
environmental issues will generate,  either directly or indirectly,  much of our
environmental business.  Accordingly, a reduction of these laws and regulations,
or changes in governmental  policies  regarding the funding,  implementation  or
enforcement  of these  programs,  could have a material  effect on our business.
Environmental laws,  regulations and enforcement  policies remained  essentially
unchanged during fiscal year 1998,  including  further deferral of congressional
reauthorization  of  CERCLA.  The  outlook  for  congressional  action on CERCLA
legislation in fiscal year 1999 remains unclear.

Our  liability  for damages due to legal  proceedings  may be  significant.  Our
insurance may not be adequate to cover this risk

         Various legal  proceedings are pending against us alleging  breaches of
contract or  negligence  in  connection  with our  performance  of  professional
services.   In  some  actions  punitive  or  treble  damages  are  sought  which
substantially exceed our insurance coverage.  If we sustain damages greater than
our  insurance  coverage,  there  could  be a  material  adverse  effect  on our
business, financial condition and results of operations.

         Our  engineering  practices,  including  general  engineering and civil
engineering  services,  involve professional  judgments about the nature of soil
conditions  and other physical  conditions,  including the extent to which toxic
and hazardous materials are present, and about the probable effect of procedures
to mitigate problems or otherwise affect those conditions.  If the judgments and
the recommendations  based upon those judgments are incorrect,  we may be liable
for resulting damages that our clients incur.

The failure to attract and retain key  professional  personnel  could  adversely
affect our business

         The  ability to  attract,  retain  and  expand  our staff of  qualified
technical  professionals  will be an important  factor in determining our future
success. A shortage of qualified technical professionals currently exists in the
engineering  and  design  industry.   The  market  for  these  professionals  is
competitive,  and we cannot assure you that we will be successful in our efforts
to continue to attract and retain such professionals.  In addition, we will rely
heavily upon the  experience and ability of our senior  executive  staff and the
loss of a significant  number of such individuals  could have a material adverse
effect on our business, financial condition and results of operations.

We may be unable to compete  successfully in our industry.  This could adversely
affect our business and our ability to satisfy our obligations under the notes

         We will be engaged in highly fragmented and very competitive markets in
our service areas. We will compete with firms of various sizes, several of which
are substantially  larger than us and which possess greater technical resources.
Furthermore,  the engineering  and design industry is undergoing  consolidation,
particularly in the United States.  As a result, we will compete against several
larger  companies  which have the  ability to offer more  diverse  services to a
wider client base. These competitive forces could have a material adverse effect
on our business, financial condition and results of operations.

Our  international  operations  will be  subject to a number of risks that could
adversely affect the results from these operations and our overall business

         As  a  worldwide  provider  of  engineering   services,  we  will  have
operations  in over 40  countries  and,  on a pro  forma  basis  for the  fiscal
year-end 1998, have derived approximately 10% of our revenues from international
operations.  International business is subject to the customary risks associated
with  international  transactions,  including  political  risks,  local laws and
taxes,  the  potential  imposition of trade



                                       9.
<PAGE>

or currency exchange  restrictions,  tariff increases and difficulties or delays
in collecting accounts receivable.  Weak foreign economies and/or a weakening of
foreign  currencies against the U.S. dollar could have a material adverse effect
on our business, financial condition and results of operations.

Additional acquisitions may adversely affect our ability to manage our business

         Historically,   we  have  completed   numerous   acquisitions  and,  in
implementing our business  strategy,  we may continue to do so in the future. We
cannot  assure  you  that we will  identify,  finance  and  complete  additional
suitable  acquisitions on acceptable  terms. We may not  successfully  integrate
future acquisitions. Any acquisitions may require substantial attention from our
management,  which may limit the  amount of time that  management  can devote to
day-to-day operations. Also, future acquisitions could have an adverse effect on
us. Our inability to find  additional  attractive  acquisition  candidates or to
effectively  manage the  integration  of any  businesses  acquired in the future
could  adversely  affect  our  business,  financial  condition  and  results  of
operations.

Year 2000 computer problems may adversely affect our business

         Many currently  installed  computer  systems and software  products are
coded to accept only two digit  entries in the date code field.  These date code
fields will need to accept four digit entries to distinguish  21st century dates
from 20th century  dates.  Any programs  that have  time-sensitive  software may
recognize  a date using "00" as the year 1900  rather  than the year 2000.  This
could result in the computer shutting down or performing incorrect computations.
As a result,  before  December 31, 1999,  computer  systems and software used by
many  companies  may  need to be  upgraded  to  comply  with  such  "Year  2000"
requirements.

         We are engaged in an ongoing  process of addressing our exposure to the
Year  2000.  Business  disruption  is the main  area in which  the Year 2000 may
affect  our  business  operations.  We may be unable to  receive  payments  from
clients or supplies from vendors on a timely basis.  Reliability of our internal
information  systems such as  accounting  systems and the physical  operation of
elevator,  telephone,  security and other office infrastructure systems could be
adversely affected.

         We will also depend on third parties to resolve the Year 2000 issue. We
are unable to project  with  complete  certainty  that those third  parties will
successfully  resolve their Year 2000 problems.  If our plan to address the Year
2000 issue is not successfully or timely implemented, we may need to devote more
resources to the process and additional costs may be incurred,  which could have
a material  adverse effect on our business,  financial  condition and results of
operations.  No one can accurately  predict the severity,  duration or financial
consequences of the Year 2000 related failures. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition--Year 2000 Issues."


                                      10.
<PAGE>


                                 USE OF PROCEEDS

         We will not receive any of the proceeds  from the sale of the shares of
common stock offered by the selling stockholders.

                       WHERE YOU CAN GET MORE INFORMATION

         We are a  reporting  company  and file  annual,  quarterly  and current
reports,  proxy statements and other  information with the SEC. You may read and
copy these reports,  proxy statements and other  information at the SEC's public
reference rooms at Room 1024, 450 Fifth Street, N.W., Washington,  D.C., as well
as at the  SEC's  regional  offices  at 500 West  Madison  Street,  Suite  1400,
Chicago,  Illinois  60661 and 7 World Trade  Center,  Suite 1300,  New York,  NY
10048.  You can  request  copies of these  documents  by  writing to the SEC and
paying a fee for the copying  cost.  Please call the SEC at  1-800-SEC-0330  for
more  information  about the operation of the public  reference  rooms.  Our SEC
filings are also  available  at the SEC's web site at  "http://www.sec.gov."  In
addition,  you can read and copy our SEC  filings at the office of the  National
Association of Securities  Dealers,  Inc. at 1735 "K" Street,  Washington,  D.C.
20006.

         The SEC allows us to  "incorporate  by reference"  information  that we
file with them, which means that we can disclose important information to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we will make with
the SEC under Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act
of 1934:

         o        Annual  Report on Form  10-K for the year  ended  October  31,
                  1998, as amended on Form 10K-A, filed August 4, 1999;

         o        Quarterly  Report on Form 10-Q for the quarter  ended  January
                  31, 1999;

         o        Quarterly  Report on Form 10-Q for the quarter ended April 30,
                  1999, as amended on Form 10Q-A, filed August 4, 1999;

         o        Quarterly  Report on Form 10-Q for the quarter  ended July 31,
                  1999;

         o        Current  Report on Form 8-K,  filed May 7, 1999 and amended on
                  Form 8-K/A, filed June 22, 1999;

         o        Current  Report on Form 8-K, filed July 1, 1999 and amended on
                  Form 8-K/A, filed August 4, 1999;

         o        Registration  Statement on Form S-4,  filed August 4, 1999, as
                  amended on Form S-4/A, filed August 18, 1999; and

         o        Definitive   Proxy   Statement   for  a  Special   Meeting  of
                  Stockholders, filed September 7, 1999.


                                      11.
<PAGE>

         You may  request a copy of these  filings  at no cost,  by  writing  or
telephoning us at the following address:

                       URS Corporation
                       100 California Street, Suite 500
                       San Francisco, CA  94111
                       (415) 774-2700

         This  prospectus is part of a Registration  Statement we filed with the
SEC.  You should  rely only on the  information  incorporated  by  reference  or
provided in this prospectus and the Registration  Statement.  We have authorized
no one to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.


                                      12.
<PAGE>

                              SELLING STOCKHOLDERS

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the common  stock,  as of November 10, 1999, by each of
the selling stockholders. As of September 30, 1999, there were 15,925,328 shares
of Common Stock outstanding.

         The  information  provided  in the table  below  with  respect  to each
selling stockholder has been obtained from that selling  stockholder.  Except as
otherwise  disclosed below, none of the selling  stockholders has, or within the
past three years has had, any position,  office or other  material  relationship
with us.  Because the selling  stockholders  may sell all or some portion of the
shares of common stock beneficially owned by them, we cannot estimate the number
of  shares of  common  stock  that  will be  beneficially  owned by the  selling
stockholders after this offering. In addition, the selling stockholders may have
sold,  transferred or otherwise disposed of, or may sell,  transfer or otherwise
dispose  of,  at any time or from  time to time  since  the  date on which  they
provided the information regarding the shares of common stock beneficially owned
by them,  all or a portion of the shares of common stock  beneficially  owned by
them in transactions exempt from the registration requirements of the Securities
Act of 1933.

         Beneficial  ownership is determined  in  accordance  with Rule 13d-3(d)
promulgated  by the  Commission  under  the  Securities  Exchange  Act of  1934,
provided that all shares subject to options held by the selling  stockholders as
of the date of this Prospectus are shown. Unless otherwise noted, each person or
group  identified  possesses  sole voting and  investment  power with respect to
shares, subject to community property laws where applicable.

         Selling Stockholder           Number of Shares    Shares Being Offered
                                      Beneficially Owned
                                              (1)

Martin M. Koffel (2) (3)...........       984,019                984,019
Irwin L Rosenstein (2) (3) (4).....       192,114                192,114
Kent P. Ainsworth (2)..............       295,800                295,800
Susan B. Kilgannon(2)..............        15,643                 15,643
Joseph Masters (2).................        55,401                 55,401
Jean-Yves Perez (2) (3)............       173,741                173,741
Wayne Somrak.......................        25,000                 25,000
-------------
(1)  Shares shown in this column include shares of common stock currently owned,
     shares of common stock issuable pursuant to presently  exercisable  options
     and  shares  of  common  stock  issuable  pursuant  to  options  which  are
     exercisable after the date of this Prospectus.

(2)  Either  currently  holds  or has,  within  the  past  three  years,  held a
     management position with URS or its subsidiaries.

(3)  Currently a member of our Board of Directors.

(4)  Includes 500 shares jointly owned with Lillian Rosenstein.


                                      13.
<PAGE>

                              PLAN OF DISTRIBUTION

         The shares of common stock may be sold from time to time by the selling
stockholders in one or more  transactions  at fixed prices,  at market prices at
the  time of  sale,  at  varying  prices  determined  at the  time of sale or at
negotiated prices. As used in this prospectus,  "selling  stockholders" includes
donees,  pledgees,  transferees and other  successors in interest selling shares
received from a selling stockholder after the date of this prospectus as a gift,
pledge,  partnership  distribution  or other non-sale  transfer.  Upon URS being
notified by a selling  stockholder  that a donee,  pledgee,  transferee or other
successor in interest intends to sell more than 500 shares, a supplement to this
prospectus  will be filed.  The selling  stockholders  may offer their shares of
common stock in one or more of the following transactions:

         o        on any national  securities  exchange or quotation  service on
                  which the common  stock may be listed or quoted at the time of
                  sale,  including  the New York Stock  Exchange and the Pacific
                  Exchange;

         o        in the over-the-counter market;

         o        in private transactions;

         o        through options;

         o        by pledge to secure debts and other obligations; or

         o        a combination of any of the above transactions.

         If required,  we will  distribute a supplement  to this  prospectus  to
describe material changes in the terms of the offering.

         The shares of common  stock  described in this  prospectus  may be sold
from time to time  directly  by the  selling  stockholders.  Alternatively,  the
selling  stockholders  may from time to time offer  shares of common stock to or
through underwriters, broker/dealers or agents. The selling stockholders and any
underwriters,  broker/dealers  or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the  Securities  Act of 1933.  Any  profits on the resale of shares of common
stock and any compensation  received by any underwriter,  broker/dealer or agent
may be deemed to be underwriting  discounts and commissions under the Securities
Act of 1933. The selling  stockholders may agree to indemnify any agent,  dealer
or  broker-dealer  that  participates  in the sale of  shares  of  common  stock
described in this prospectus against certain liabilities,  including liabilities
arising under the Securities Act of 1933.

         Any shares covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than
pursuant to this  prospectus.  The selling  stockholders may not sell all of the
shares they hold.  The selling  stockholders  may transfer,  devise or gift such
shares by other means not described in this prospectus.

         To comply with the securities laws of certain jurisdictions, the common
stock must be offered or sold only  through  registered  or licensed  brokers or
dealers. In addition, in certain  jurisdictions,  the shares of common stock may
not be offered or sold unless they have been registered or qualified for sale or
an exemption is available and complied with.

         Under the  Securities  Exchange  Act of 1934,  any person  engaged in a
distribution of the common stock may not simultaneously  engage in market-making
activities  with respect to the common stock for five business days prior to the
start of the distribution.  In addition,  each selling stockholder and any other


                                      14.
<PAGE>

person  participating  in a  distribution  will  be  subject  to the  Securities
Exchange  Act of 1934,  which  may limit the  timing of  purchases  and sales of
common stock by the selling stockholders or any such other person. These factors
may affect the  marketability  of the common stock and the ability of brokers or
dealers to engage in market-making activities.

         All expenses of this registration,  estimated at approximately $55,000,
will be paid by us. These expenses  include the SEC's filing fees and fees under
state securities or "blue sky" laws.

                                     EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to the  Annual  Report on Form  10-K/A  of URS  Corporation  for the year  ended
October  31,  1998  have  been so  incorporated  in  reliance  on the  report of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.


                                      15.
<PAGE>


         We have not  authorized  any dealer,
sales  person  or  other  person  to give any
information  or to make  any  representations
other than those contained in this prospectus
or any  prospectus  supplement.  You must not
rely on any  unauthorized  information.  This
prospectus   is  not  an   offer   of   these
securities in any state where an offer is not
permitted. The information in this prospectus
is  current  as of  November  16,  1999.  You
should not  assume  that this  prospectus  is
accurate as of any other date.

                                                       1,741,718 SHARES

                                                          COMMON STOCK

                                                           PROSPECTUS

                                                        URS CORPORATION

                                                       November 16, 1999

TABLE OF CONTENTS

PAGE

Prospectus Summary............................ 5
Risk Factors.................................. 6
Use of Proceeds...............................11
Where You Can Find More Information...........11
Selling Stockholders..........................13
Plan of Distribution..........................14
Experts.......................................15


                                       16.
<PAGE>


                                     PART II

Item 3.           Incorporation of Documents by Reference

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement:

         (a)      The Registrant's  last Annual Report on Form 10-K for the year
                  ended October 31, 1998, as amended on Form 10K-A, filed August
                  4, 1999;

         (b)      All other  reports  filed by us pursuant  to Section  13(a) or
                  15(d) of the  Exchange  Act since  October 31,  1998;

         (c)      The contents of the  Registration  Statements of Form S-8 Nos.
                  333-48791  and  333-48793,  each filed with the  Securities  &
                  Exchange  Commission on March 27, 1998 and the contents of the
                  Registration  Statements on Form S-8 Nos.  33-41047,  33-61230
                  and 333-24063 filed with the Securities & Exchange  Commission
                  on June 7, 1991,  April 1, 1993,  March 31, 1995 and March 27,
                  1997, respectively, are incorporated by reference herein.

Item 6.           Indemnification of Officers and Directors.

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
the Bylaws of the  Registrant  provide  that (i) the  Registrant  is required to
indemnify its directors and executive  officers to the fullest extent  permitted
by the  Delaware  General  Corporation  Law,  (ii) the  Registrant  may,  in its
discretion,  indemnify other officers,  employees and agents as set forth in the
Delaware  General  Corporation Law, (iii) to the fullest extent permitted by the
Delaware  General  Corporation  Law, the  Registrant  is required to advance all
expenses  incurred by its directors and executive  officers in connection with a
legal proceeding (subject to certain  exceptions),  (iv) the rights conferred in
the Bylaws are not  exclusive,  (v) the  Registrant  is authorized to enter into
indemnification  agreements with its directors,  officers,  employees and agents
and (vi) the  Registrant  may not  retroactively  amend  the  Bylaws  provisions
relating to indemnity.

         The  Registrant  has entered into  agreements  with its  directors  and
executive officers that require the Registrant to indemnify such persons against
expenses,  judgments,  fines,  settlements  and other  amounts  that such person
becomes legally obligated to pay (including  expenses of a derivative action) in
connection with any proceeding,  whether actual or threatened, to which any such
person  may be made a party by reason  of the fact that such  person is or was a
director  or officer of the  Registrant  or any of its  affiliated  enterprises,
provided such person acted in good faith and in a manner such person  reasonably
believed to be in or not opposed to the best  interests of the  Registrant.  The
indemnification  agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

Item 8. Exhibits and Financial Statement Schedules.

         Exhibit
         Number   Description of Document
         ------   -----------------------
         5.1      Opinion of Cooley Godward LLP.
         23.1     Consent of Independent Public Accountants.
         23.2     Consent of Cooley  Godward LLP  (reference  is made to Exhibit
                  5.1).
         24.1     Power of Attorney. Reference is made to the signature page.
         99       Employee  Stock  Purchase  Plan  (filed  as  Exhibit  A to our
                  definitive   proxy   statement  for  our  Special  Meeting  of
                  Stockholders,  filed  with the SEC on  September  7,  1999 and
                  incorporated herein by reference).


                                      17.
<PAGE>

         99.1     1999  Equity  Incentive  Plan  (filed  as  Exhibit  B  to  our
                  definitive   proxy   statement  for  our  Special  Meeting  of
                  Stockholders,  filed  with the SEC on  September  7,  1999 and
                  incorporated herein by reference).

Item 9.           Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Registrant pursuant to the provisions described in Item 14 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
Securities  Act of 1933 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 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 Act and
will be governed by the final adjudication of such issue.

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 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 the registration statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  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; and

         (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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 the
initial bona fide offering thereof.


                                      18.
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant  certifies that it has reasonable grounds to believe 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 San Francisco,  State of California, on the 16th day
of November, 1999.

                                         URS CORPORATION

                                         By:  /s/ Kent P. Ainsworth
                                            -----------------------------------
                                            KENT P. AINSWORTH,
                                            EXECUTIVE VICE PRESIDENT, CHIEF
                                            FINANCIAL OFFICER, PRINCIPAL
                                            ACCOUNTING OFFICER AND SECRETARY

<TABLE>

                                                          POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears  below  constitutes  and appoints  Kent P.
Ainsworth and Joseph  Masters,  or either of them, each with the power of  substitution,  his or her  attorney-in-fact,  to sign any
amendments to this  Registration  Statement  (including  post-effective  amendments),  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby  ratifying  and  confirming  all that  each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,  this Registration  Statement has been signed below
by the following persons in the capacities and on the dates indicated.

<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
         Signature                                Title                                  Date
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                              <C>
                                         Chairman of the Board, Chief                     November 16, 1999
                                         Executive Officer, President and
/s/ Martin M. Koffel                     Director (Principal Executive
-----------------------------            Officer)
Martin M. Koffel
---------------------------------------- -------------------------------------- --------------------------------------
                                         Executive Vice President, Chief                  November 16, 1999
                                         Financial Officer, Principal
                                         Accounting Officer and Secretary
/s/ Kent P. Ainsworth                    (Principal Financial and Accounting
-----------------------------            Officer)
Kent P. Ainsworth
---------------------------------------- -------------------------------------- --------------------------------------
                                         Vice Chairman of the Board                       November 16, 1999
/s/ Richard C. Blum
-----------------------------
Richard C. Blum
---------------------------------------- -------------------------------------- --------------------------------------
                                         Director                                         November 16, 1999
/s/ Armen Der Marderosian
-----------------------------
Armen Der Marderosian
---------------------------------------- -------------------------------------- --------------------------------------
                                         Director                                         November 16, 1999
/s/ Adm. S. Robert Foley, Jr.
-----------------------------
Adm. S. Robert Foley, Jr. (USN) Ret.
---------------------------------------- -------------------------------------- --------------------------------------
                                         Director                                         November 16, 1999

                                                          19.
<PAGE>

/s/ Marie L. Knowles
-----------------------------
Marie L. Knowles
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999

/s/ Richard B. Madden
-----------------------------
Richard B. Madden
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999

/s/ Jean-Yves Perez
-----------------------------
Jean-Yves Perez
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999

/s/ Richard Q. Praeger
-----------------------------
Richard Q. Praeger
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999
/s/ Irwin L. Rosenstein
-----------------------------
Irwin L. Rosenstein
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999
/s/ William D. Walsh
-----------------------------
William D. Walsh
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


                                                     20.


<PAGE>


                                  EXHIBIT INDEX
Exhibit
Number        Description of Document

5.1           Opinion of Cooley Godward LLP.

23.1          Consent of Independent Public Accountants.

23.2          Consent of Cooley Godward LLP (reference is made to Exhibit 5.1).

24.1          Power of Attorney. Reference is made to the signature page.

99            Employee Stock Purchase Plan (filed as Exhibit A to our definitive
              proxy  statement for a Special Meeting of  Stockholders,  filed on
              September 7, 1999 and incorporated herein by reference).

99.1          1999 Equity  Incentive  Plan (filed as Exhibit B to our definitive
              proxy  statement for a Special Meeting of  Stockholders,  filed on
              September 7, 1999 and incorporated herein by reference).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 60206}]
{"company-data": {"conformed-name": "URS CORP /NEW/", "cik": "0000102379", "assigned-sic": "8711", "irs-number": "941381538", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91053", "film-number": "99759110"}, "business-address": {"street1": "100 CALIFORNIA ST", "street2": "STE 500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4157742700"}, "mail-address": {"street1": "100 CALIFORNIA STREET", "street2": "SUITE 500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}, "former-company": [{"former-conformed-name": "THORTEC INTERNATIONAL INC", "date-changed": "19900222"}, {"former-conformed-name": "URS CORP /DE/", "date-changed": "19871214"}]}
As filed with the Securities and Exchange Commission on November 16, 1999

                                                    Registration No. 333-

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 URS CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                     94-1381538
   (State of Incorporation)                (I.R.S. Employer Identification No.)

                                  ----------

                        100 California Street, Suite 500
                             San Francisco, CA 94111
                    (Address of principal executive offices)

                                   ----------

                          Employee Stock Purchase Plan
                           1999 Equity Incentive Plan
                            (Full title of the plans)

                                Kent P. Ainsworth
               Executive Vice President, Chief Financial Officer,
                   Principal Accounting Officer and Secretary

                                   ----------

                                 URS Corporation
                        100 California Street, Suite 500
                             San Francisco, CA 94111
                                 (415) 774-2700

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                  ----------

                                   Copies to:
                            Samuel M. Livermore, Esq.
                              Erin A. Sawyer, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

                                   ----------

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed Maximum           Proposed Maximum
    Title of Securities                                         Offering                   Aggregate                 Amount of
     to be Registered         Amount to be Registered      Price per Share (1)        Offering Price (1)          Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value        6,900,000 shares            $19.97-$21.44               $139,110,120               $38,673
      $.01 per share
====================================================================================================================================
(1) Estimated  solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the
Securities  Act of 1933, as amended (the "Act").  The offering  price per share and aggregate  offering price are based upon (a) the
weighted  avarage  exercise  price for shares  subject to  outstanding  options  granted under URS  Corporation's  ("Registrant"  or
"Company")  1999 Equity  Incentive  Plan (the  "Incentive  Plan")  pursuant to Rule 457(h)  under the Act) or (b) the average of the
reported high and low prices of the Common Shares on the New York Stock  Exchange on  November 9, 1999, for (i) shares  reserved for
future grant  pursuant to the  Incentive  Plan and (ii) shares  issuable  pursuant to the  Company's  Employee  Stock  Purchase Plan
(pursuant to Rule 457(c) under the Act). The following chart illustrates the calculation of the registration fee:
-----------------------------------------------------------------------------------------------------

 Title of Securities to be      Amount to be         Offering Price Per
        Registered               Registered                Share            Aggregate Offering Price
-----------------------------------------------------------------------------------------------------
Shares of Common Stock            896,000             $  21.44(1)(a)               $ 19,210,240
issuable pursuant to
outstanding options under
the 1999 Equity Incentive
Plan
-----------------------------------------------------------------------------------------------------
Shares of Common Stock          3,604,000             $  19.97(1)(b)               $ 71,971,880
reserved for grant under
the 1999 Equity Incentive
Plan
-----------------------------------------------------------------------------------------------------
Shares of Common Stock          2,400,000             $  19.97(1)(b)               $ 47,928,000
reserved for issuance
under the Employee Stock
Purchase Plan
-----------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate
Offering Price                                                                     $139,110,120
-----------------------------------------------------------------------------------------------------
Registration Fee                                                                   $     38,673
-----------------------------------------------------------------------------------------------------
2.
URS CORPORATION

                                                   FORM S-3 REGISTRATION STATEMENT

             CROSS REFERENCE SHEET REQUIRED BY ITEM 501 OF REGULATION S-K FOR THE RESALE PROSPECTUS CONSTITUTING PART I HEREIN
------------------------------------------------------------ ------------------------------------------------------------------
Item Number and Description in Part I of Form S-3            Caption in Prospectus
------------------------------------------------------------ ------------------------------------------------------------------
1.       Forepart of the Registration Statement and          Outside Front Cover Page
         Outside Front Cover Page of Prospectus
------------------------------------------------------------ ------------------------------------------------------------------
2.       Inside Front and Outside Back Cover Pages of        Prospectus Summary; Where You Can Find More Information; Table
         Prospectus                                          of Contents
------------------------------------------------------------ ------------------------------------------------------------------
3.       Summary Information                                 Not applicable
------------------------------------------------------------ ------------------------------------------------------------------
         Risk Factors                                        Risk Factors
------------------------------------------------------------ ------------------------------------------------------------------
         Ratio of Earnings to Fixed Charges                  Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
4.       Use of Proceeds                                     Use of Proceeds
------------------------------------------------------------ ------------------------------------------------------------------
5.       Determination of Offering Price                     Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
6.       Dilution                                            Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
7.       Selling Security Holders                            Selling Stockholders
------------------------------------------------------------ ------------------------------------------------------------------
8.       Plan of Distribution                                Plan of Distribution; Outside Front Cover Page
------------------------------------------------------------ ------------------------------------------------------------------
9.       Description of Securities to be Registered          Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
10.      Interests of Named Experts and Counsel              Legal Matters
------------------------------------------------------------ ------------------------------------------------------------------
11.      Material Changes                                    Not Applicable
------------------------------------------------------------ ------------------------------------------------------------------
12.      Incorporation of Certain Information by Reference   Where You Can Find More Information
------------------------------------------------------------ ------------------------------------------------------------------
13.      Disclosure of Commission Position on                Not Applicable
         Indemnification for Securities Act Liabilities
------------------------------------------------------------ ------------------------------------------------------------------
3.
PART I

                                   PROSPECTUS

                                 URS CORPORATION

                                1,741,718 Shares

                                  Common Stock

The Selling Stockholders:  The   selling   stockholders   identified   in   this
                           prospectus may sell up to  1,741,748  shares  of  our
                           common  stock  held by them and also  issued  to them
                           upon the exercise of certain  stock  options.  We are
                           not selling any shares of our common stock under this
                           prospectus  and will not receive any of the  proceeds
                           from the sale of shares by the selling stockholders.

Offering Price:            The  selling  stockholders  may  sell the  shares  of
                           common stock described in this prospectus in a number
                           of different ways and at varying  prices.  We provide
                           more information about how they may sell their shares
                           in the section titled "Plan of  Distribution" on page
                           14.

Trading Market:            Our  common  stock is  listed  on the New York  Stock
                           Exchange  and the Pacific  Exchange  under the symbol
                           "URS." On November 12,  1999,  the closing sale price
                           of our  common  stock,  as  reported  on the New York
                           Stock Exchange, was $21.56.

Risks:                     Investing in our common stock  involves a high degree
                           of risk. See "Risk Factors" beginning on page 6.

         No underwriter is being utilized in connection  with this offering.  We
will  bear  the  costs  of  registering  the  shares  to be sold by the  selling
stockholders under the Securities Act.

         The shares offered or sold under this prospectus have not been approved
by the Securities and Exchange  Commission or any state  securities  commission,
nor have these  organizations  determined  that this  prospectus  is accurate or
complete. Any representation to the contrary is a criminal offense.

                The date of this prospectus is November 16, 1999

                                       4.
PROSPECTUS SUMMARY

         The following is a summary of our business.  You should  carefully read
the section  entitled  "Risk Factors" in this  prospectus,  our Annual Report on
Form 10-K for the year ended October 31, 1998,  as amended on Form 10K-A,  filed
August 4, 1999 and our  Quarterly  Reports on Forms 10-Q for the quarters  ended
January 31, 1999,  April 30, 1999 and July 31, 1999 for more  information on our
business and the risks involved in investing in our stock.

         In addition to the historical information contained in this prospectus,
this  prospectus  contains  forward-looking  statements  within  the  meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of
1934.  These statements may be identified by the use of words such as "expects,"
"anticipates,"  "intends," "plans" and similar  expressions.  The outcome of the
events  described in these  forward-looking  statements  is subject to risks and
actual  results could differ  materially.  The sections  entitled "Risk Factors"
beginning  on  page 6 of  this  prospectus,  and  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations" and "Business" in our
Annual Report contain a discussion of some of the factors that could  contribute
to those differences.

                                 URS CORPORATION

Overview

         We are a leading  engineering  services  firm with clients that include
local, state, and federal government  agencies,  as well as private clients in a
broad range of industries.  We are a Delaware corporation  incorporated in 1957.
We  have  approximately  15,000  employees,  and  we  conduct  business  through
approximately  325  offices  including  offices  located in the  United  States,
Europe,  and the Asia/Pacific  region.  Our corporate offices are located at 100
California  Street,  Suite 500, San Francisco,  California  94111-4529,  and our
telephone number is (415) 774-2700.

Dames & Moore Acquisition

         On May 5, 1999, we entered into a merger  agreement with Dames & Moore,
and on May 11,  1999,  we  commenced a tender  offer for all of its  outstanding
common stock.  On June 9, 1999, we purchased 96% of Dames & Moore's common stock
in accordance with our tender offer. On June 24, 1999, we acquired the remaining
4% of Dames & Moore's common stock that we did not previously own by merging one
of our wholly-owned subsidiaries into Dames & Moore.

                                       5.
RISK FACTORS

         You should  carefully  consider the risks described below before making
an investment decision. The risks and uncertainties  described below are not the
only ones facing our company.  Additional risks and  uncertainties not presently
known to us or that we currently  deem  immaterial  also may impair our business
operations.  If any of the following risks actually occur, our business could be
harmed.  In such case, the trading price of our common stock could decline,  and
you may lose all or part of your investment.

We may  not be  able  to  integrate  Dames  &  Moore  successfully  and  achieve
anticipated cost savings and other benefits from the Dames & Moore acquisition

         We will  only  achieve  the  efficiencies,  cost  reductions  and other
benefits that we expect to result from the Dames & Moore  acquisition  if we can
successfully  integrate each company's  administrative,  finance,  technical and
marketing  organizations,  and implement appropriate  operations,  financial and
management systems and controls. In addition, Dames & Moore is in the process of
integrating the diverse operations that it recently acquired.

         The integration of Dames & Moore,  including  Dames & Moore's  recently
acquired  businesses,  into our  operations  will  involve  a number  of  risks,
including:

         o        the possible  diversion  of our  management's  attention  from
                  other business concerns;

         o        the potential  inability to successfully pursue some or all of
                  the  anticipated  revenue  opportunities  associated  with the
                  Dames & Moore acquisition;

         o        the possible  loss of Dames & Moore's or our key  professional
                  employees;

         o        the  potential   inability  to   successfully   replicate  our
                  operating efficiencies in Dames & Moore's operations;

         o        insufficient    management   resources   to   accomplish   the
                  integration;

         o        our  increased   complexity  and  diversity  compared  to  our
                  operations prior to the Dames & Moore acquisition;

         o        the possible negative reaction of clients to the Dames & Moore
                  acquisition; and

         o        unanticipated problems or legal liabilities.

         The  occurrence  of any of the  above  events,  as  well  as any  other
difficulties which may be encountered in the transition and integration process,
could have a material  adverse effect on our business,  financial  condition and
results of operations.

Our substantial  indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the notes

         We  are a  highly  leveraged  company.  As of  July  31,  1999,  we had
approximately $680 million of outstanding indebtedness following consummation of
the Dames & Moore  acquisition  and the related  financing  plan.  This level of
indebtedness could have important consequences for you, including the following:

                                       6.
o        it may limit our  ability  to borrow  money or sell  stock for
                  working   capital,   capital   expenditures,    debt   service
                  requirements or other purposes;

         o        it may limit our  flexibility in planning for, or reacting to,
                  changes in our business;

         o        we  could  be  more   highly   leveraged   than  some  of  our
                  competitors, which may place us at a competitive disadvantage;

         o        it may make us more  vulnerable  to a downturn in our business
                  or the economy;

         o        debt service requirements of our other indebtedness could make
                  it more difficult for us to make payments on the notes; and

         o        a substantial  portion of our cash flow from operations  could
                  be dedicated to the  repayment of our  indebtedness  and would
                  not be available for other purposes.

To service our  indebtedness  we will require a significant  amount of cash. The
ability to generate cash depends on many factors beyond our control

         Our ability to make payments on our indebtedness depends on our ability
to generate cash in the future.  If we do not generate  sufficient  cash flow to
meet our debt  service and  working  capital  requirements,  we may need to seek
additional  financing or sell assets.  This may make it more difficult for us to
obtain  financing on terms that are  acceptable  to us, or at all.  Without this
financing, we could be forced to sell assets to make up for any shortfall in our
payment obligations under unfavorable circumstances.

         Our senior  secured credit  facility  limits our ability to sell assets
and also restricts the use of proceeds from any such sale. Moreover,  the senior
secured credit facility is secured by substantially all of our assets. We cannot
assure  you that our  assets  could be sold  quickly  enough  or for  sufficient
amounts to enable us to meet our  obligations,  including our obligations on the
notes. Furthermore, a substantial portion of our assets are, and may continue to
be, intangible assets.  Therefore,  it may be difficult for us to pay you in the
event of an acceleration of the notes.

Restrictive  covenants in our senior secured  credit  facility and the indenture
relating to the notes may restrict our ability to pursue business strategies

         The  indenture  relating  to the notes and our  senior  secured  credit
facility restrict our ability, among other things, to:

         o        incur additional indebtedness or contingent obligations;

         o        pay dividends or make distributions to our stockholders;

         o        repurchase or redeem our stock;

         o        make investments;

         o        grant liens;

         o        make capital expenditures;

         o        enter into transactions with our stockholders and affiliates;

                                       7.
o        sell assets; and

         o        acquire  the assets of, or merge or  consolidate  with,  other
                  companies.

         In addition, our senior secured credit facility requires us to maintain
financial  ratios.  We may not be able to maintain  these ratios.  Additionally,
covenants  in the senior  secured  credit  facility  may  impair our  ability to
finance  future  operations  or  capital  needs or to engage in other  favorable
business activities.

         If we default under our senior  secured  credit  facility,  we could be
prohibited  from  making any  payments  on the notes.  In  addition,  the senior
secured credit facility lenders could require immediate  repayment of the entire
principal.  If the senior  secured credit  facility  lenders  require  immediate
repayment, we will not be able to repay them and also repay the notes in full.

We will derive approximately half of our revenues from contracts with government
agencies. Any disruption in government funding or in our relationship with those
agencies  could  adversely  affect our business and our ability to meet our debt
obligations

         We will derive approximately half of our revenues from local, state and
federal  government  agencies.  The demand  for our  services  will be  directly
related to the level of government  program funding that is allocated to rebuild
and expand the nation's infrastructure.  We believe that the success and further
development  of our  business  depends  upon  the  continued  funding  of  these
government  programs  and upon our ability to  participate  in these  government
programs.  We  cannot  assure  you that  governments  will  have  the  available
resources to fund these programs, that these programs will continue to be funded
even if governments have available financial resources, or that we will continue
to win government contracts under these or other programs.

         Some of these government  contracts are subject to renewal or extension
annually, so we cannot assure you of our continued work under these contracts in
the future.  Unsuccessful  bidders may protest or  challenge  the award of these
contracts.  In addition,  government  agencies can terminate  these contracts at
their  convenience.  Consequently,  we may incur  costs in  connection  with the
termination of these  contracts.  Also,  contracts with government  agencies are
subject  to  substantial  regulation  and an audit  of  actual  costs  incurred.
Consequently,  there may be a  downward  adjustment  in our  revenues  if actual
recoverable costs exceed billed recoverable costs.

We may be unable to estimate accurately our cost in performing services  for our
clients. This may cause us to have low profit margins or incur losses

         We will submit  proposals on projects  with an estimate of the costs we
will  likely  incur.  To the  extent we cannot  control  overhead,  general  and
administrative  and other costs,  or  underestimate  such costs, we may have low
profit margins or may incur losses.

We are subject to risks from changes in  environmental  legislation,  regulation
and governmental policies

         Our professional services involve the planning,  design and program and
construction  management of waste management and pollution  control  facilities.
Federal  laws,  such as the Resource  Conservation  and Recovery Act of 1976, as
amended,  and  the  Comprehensive   Environmental  Response,   Compensation  and
Liability Act of 1980,  as amended,  "CERCLA," and various state and local laws,
strictly regulate the handling,  removal,  treatment and transportation of toxic
and hazardous  substances and impose liability for  environmental  contamination
caused by such  substances.  Moreover,  so-called  "toxic tort"  litigation  has
increased  markedly in recent years as people  injured by  hazardous  substances
seek recovery for personal  injuries or property  damage.  While, in the past we
did  not  directly  handle,

                                       8.
remove,  treat or  transport  toxic or hazardous  substances,  Dames & Moore has
performed  these  activities.  Consequently,  we may be  exposed  to claims  for
damages caused by environmental contamination.

         Federal  and  state  laws,   regulations,   and  programs   related  to
environmental issues will generate,  either directly or indirectly,  much of our
environmental business.  Accordingly, a reduction of these laws and regulations,
or changes in governmental  policies  regarding the funding,  implementation  or
enforcement  of these  programs,  could have a material  effect on our business.
Environmental laws,  regulations and enforcement  policies remained  essentially
unchanged during fiscal year 1998,  including  further deferral of congressional
reauthorization  of  CERCLA.  The  outlook  for  congressional  action on CERCLA
legislation in fiscal year 1999 remains unclear.

Our  liability  for damages due to legal  proceedings  may be  significant.  Our
insurance may not be adequate to cover this risk

         Various legal  proceedings are pending against us alleging  breaches of
contract or  negligence  in  connection  with our  performance  of  professional
services.   In  some  actions  punitive  or  treble  damages  are  sought  which
substantially exceed our insurance coverage.  If we sustain damages greater than
our  insurance  coverage,  there  could  be a  material  adverse  effect  on our
business, financial condition and results of operations.

         Our  engineering  practices,  including  general  engineering and civil
engineering  services,  involve professional  judgments about the nature of soil
conditions  and other physical  conditions,  including the extent to which toxic
and hazardous materials are present, and about the probable effect of procedures
to mitigate problems or otherwise affect those conditions.  If the judgments and
the recommendations  based upon those judgments are incorrect,  we may be liable
for resulting damages that our clients incur.

The failure to attract and retain key  professional  personnel  could  adversely
affect our business

         The  ability to  attract,  retain  and  expand  our staff of  qualified
technical  professionals  will be an important  factor in determining our future
success. A shortage of qualified technical professionals currently exists in the
engineering  and  design  industry.   The  market  for  these  professionals  is
competitive,  and we cannot assure you that we will be successful in our efforts
to continue to attract and retain such professionals.  In addition, we will rely
heavily upon the  experience and ability of our senior  executive  staff and the
loss of a significant  number of such individuals  could have a material adverse
effect on our business, financial condition and results of operations.

We may be unable to compete  successfully in our industry.  This could adversely
affect our business and our ability to satisfy our obligations under the notes

         We will be engaged in highly fragmented and very competitive markets in
our service areas. We will compete with firms of various sizes, several of which
are substantially  larger than us and which possess greater technical resources.
Furthermore,  the engineering  and design industry is undergoing  consolidation,
particularly in the United States.  As a result, we will compete against several
larger  companies  which have the  ability to offer more  diverse  services to a
wider client base. These competitive forces could have a material adverse effect
on our business, financial condition and results of operations.

Our  international  operations  will be  subject to a number of risks that could
adversely affect the results from these operations and our overall business

         As  a  worldwide  provider  of  engineering   services,  we  will  have
operations  in over 40  countries  and,  on a pro  forma  basis  for the  fiscal
year-end 1998, have derived approximately 10% of our revenues from international
operations.  International business is subject to the customary risks associated
with  international  transactions,  including  political  risks,  local laws and
taxes,  the  potential  imposition of trade

                                       9.
or currency exchange  restrictions,  tariff increases and difficulties or delays
in collecting accounts receivable.  Weak foreign economies and/or a weakening of
foreign  currencies against the U.S. dollar could have a material adverse effect
on our business, financial condition and results of operations.

Additional acquisitions may adversely affect our ability to manage our business

         Historically,   we  have  completed   numerous   acquisitions  and,  in
implementing our business  strategy,  we may continue to do so in the future. We
cannot  assure  you  that we will  identify,  finance  and  complete  additional
suitable  acquisitions on acceptable  terms. We may not  successfully  integrate
future acquisitions. Any acquisitions may require substantial attention from our
management,  which may limit the  amount of time that  management  can devote to
day-to-day operations. Also, future acquisitions could have an adverse effect on
us. Our inability to find  additional  attractive  acquisition  candidates or to
effectively  manage the  integration  of any  businesses  acquired in the future
could  adversely  affect  our  business,  financial  condition  and  results  of
operations.

Year 2000 computer problems may adversely affect our business

         Many currently  installed  computer  systems and software  products are
coded to accept only two digit  entries in the date code field.  These date code
fields will need to accept four digit entries to distinguish  21st century dates
from 20th century  dates.  Any programs  that have  time-sensitive  software may
recognize  a date using "00" as the year 1900  rather  than the year 2000.  This
could result in the computer shutting down or performing incorrect computations.
As a result,  before  December 31, 1999,  computer  systems and software used by
many  companies  may  need to be  upgraded  to  comply  with  such  "Year  2000"
requirements.

         We are engaged in an ongoing  process of addressing our exposure to the
Year  2000.  Business  disruption  is the main  area in which  the Year 2000 may
affect  our  business  operations.  We may be unable to  receive  payments  from
clients or supplies from vendors on a timely basis.  Reliability of our internal
information  systems such as  accounting  systems and the physical  operation of
elevator,  telephone,  security and other office infrastructure systems could be
adversely affected.

         We will also depend on third parties to resolve the Year 2000 issue. We
are unable to project  with  complete  certainty  that those third  parties will
successfully  resolve their Year 2000 problems.  If our plan to address the Year
2000 issue is not successfully or timely implemented, we may need to devote more
resources to the process and additional costs may be incurred,  which could have
a material  adverse effect on our business,  financial  condition and results of
operations.  No one can accurately  predict the severity,  duration or financial
consequences of the Year 2000 related failures. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition--Year 2000 Issues."

                                      10.
USE OF PROCEEDS

         We will not receive any of the proceeds  from the sale of the shares of
common stock offered by the selling stockholders.

                       WHERE YOU CAN GET MORE INFORMATION

         We are a  reporting  company  and file  annual,  quarterly  and current
reports,  proxy statements and other  information with the SEC. You may read and
copy these reports,  proxy statements and other  information at the SEC's public
reference rooms at Room 1024, 450 Fifth Street, N.W., Washington,  D.C., as well
as at the  SEC's  regional  offices  at 500 West  Madison  Street,  Suite  1400,
Chicago,  Illinois  60661 and 7 World Trade  Center,  Suite 1300,  New York,  NY
10048.  You can  request  copies of these  documents  by  writing to the SEC and
paying a fee for the copying  cost.  Please call the SEC at  1-800-SEC-0330  for
more  information  about the operation of the public  reference  rooms.  Our SEC
filings are also  available  at the SEC's web site at  "http://www.sec.gov."  In
addition,  you can read and copy our SEC  filings at the office of the  National
Association of Securities  Dealers,  Inc. at 1735 "K" Street,  Washington,  D.C.
20006.

         The SEC allows us to  "incorporate  by reference"  information  that we
file with them, which means that we can disclose important information to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we will make with
the SEC under Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act
of 1934:

         o        Annual  Report on Form  10-K for the year  ended  October  31,
                  1998, as amended on Form 10K-A, filed August 4, 1999;

         o        Quarterly  Report on Form 10-Q for the quarter  ended  January
                  31, 1999;

         o        Quarterly  Report on Form 10-Q for the quarter ended April 30,
                  1999, as amended on Form 10Q-A, filed August 4, 1999;

         o        Quarterly  Report on Form 10-Q for the quarter  ended July 31,
                  1999;

         o        Current  Report on Form 8-K,  filed May 7, 1999 and amended on
                  Form 8-K/A, filed June 22, 1999;

         o        Current  Report on Form 8-K, filed July 1, 1999 and amended on
                  Form 8-K/A, filed August 4, 1999;

         o        Registration  Statement on Form S-4,  filed August 4, 1999, as
                  amended on Form S-4/A, filed August 18, 1999; and

         o        Definitive   Proxy   Statement   for  a  Special   Meeting  of
                  Stockholders, filed September 7, 1999.

                                      11.
You may  request a copy of these  filings  at no cost,  by  writing  or
telephoning us at the following address:

                       URS Corporation
                       100 California Street, Suite 500
                       San Francisco, CA  94111
                       (415) 774-2700

         This  prospectus is part of a Registration  Statement we filed with the
SEC.  You should  rely only on the  information  incorporated  by  reference  or
provided in this prospectus and the Registration  Statement.  We have authorized
no one to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.

                                      12.
SELLING STOCKHOLDERS

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the common  stock,  as of November 10, 1999, by each of
the selling stockholders. As of September 30, 1999, there were 15,925,328 shares
of Common Stock outstanding.

         The  information  provided  in the table  below  with  respect  to each
selling stockholder has been obtained from that selling  stockholder.  Except as
otherwise  disclosed below, none of the selling  stockholders has, or within the
past three years has had, any position,  office or other  material  relationship
with us.  Because the selling  stockholders  may sell all or some portion of the
shares of common stock beneficially owned by them, we cannot estimate the number
of  shares of  common  stock  that  will be  beneficially  owned by the  selling
stockholders after this offering. In addition, the selling stockholders may have
sold,  transferred or otherwise disposed of, or may sell,  transfer or otherwise
dispose  of,  at any time or from  time to time  since  the  date on which  they
provided the information regarding the shares of common stock beneficially owned
by them,  all or a portion of the shares of common stock  beneficially  owned by
them in transactions exempt from the registration requirements of the Securities
Act of 1933.

         Beneficial  ownership is determined  in  accordance  with Rule 13d-3(d)
promulgated  by the  Commission  under  the  Securities  Exchange  Act of  1934,
provided that all shares subject to options held by the selling  stockholders as
of the date of this Prospectus are shown. Unless otherwise noted, each person or
group  identified  possesses  sole voting and  investment  power with respect to
shares, subject to community property laws where applicable.

         Selling Stockholder           Number of Shares    Shares Being Offered
                                      Beneficially Owned
                                              (1)

Martin M. Koffel (2) (3)...........       984,019                984,019
Irwin L Rosenstein (2) (3) (4).....       192,114                192,114
Kent P. Ainsworth (2)..............       295,800                295,800
Susan B. Kilgannon(2)..............        15,643                 15,643
Joseph Masters (2).................        55,401                 55,401
Jean-Yves Perez (2) (3)............       173,741                173,741
Wayne Somrak.......................        25,000                 25,000
-------------
(1)  Shares shown in this column include shares of common stock currently owned,
     shares of common stock issuable pursuant to presently  exercisable  options
     and  shares  of  common  stock  issuable  pursuant  to  options  which  are
     exercisable after the date of this Prospectus.

(2)  Either  currently  holds  or has,  within  the  past  three  years,  held a
     management position with URS or its subsidiaries.

(3)  Currently a member of our Board of Directors.

(4)  Includes 500 shares jointly owned with Lillian Rosenstein.

                                      13.
PLAN OF DISTRIBUTION

         The shares of common stock may be sold from time to time by the selling
stockholders in one or more  transactions  at fixed prices,  at market prices at
the  time of  sale,  at  varying  prices  determined  at the  time of sale or at
negotiated prices. As used in this prospectus,  "selling  stockholders" includes
donees,  pledgees,  transferees and other  successors in interest selling shares
received from a selling stockholder after the date of this prospectus as a gift,
pledge,  partnership  distribution  or other non-sale  transfer.  Upon URS being
notified by a selling  stockholder  that a donee,  pledgee,  transferee or other
successor in interest intends to sell more than 500 shares, a supplement to this
prospectus  will be filed.  The selling  stockholders  may offer their shares of
common stock in one or more of the following transactions:

         o        on any national  securities  exchange or quotation  service on
                  which the common  stock may be listed or quoted at the time of
                  sale,  including  the New York Stock  Exchange and the Pacific
                  Exchange;

         o        in the over-the-counter market;

         o        in private transactions;

         o        through options;

         o        by pledge to secure debts and other obligations; or

         o        a combination of any of the above transactions.

         If required,  we will  distribute a supplement  to this  prospectus  to
describe material changes in the terms of the offering.

         The shares of common  stock  described in this  prospectus  may be sold
from time to time  directly  by the  selling  stockholders.  Alternatively,  the
selling  stockholders  may from time to time offer  shares of common stock to or
through underwriters, broker/dealers or agents. The selling stockholders and any
underwriters,  broker/dealers  or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the  Securities  Act of 1933.  Any  profits on the resale of shares of common
stock and any compensation  received by any underwriter,  broker/dealer or agent
may be deemed to be underwriting  discounts and commissions under the Securities
Act of 1933. The selling  stockholders may agree to indemnify any agent,  dealer
or  broker-dealer  that  participates  in the sale of  shares  of  common  stock
described in this prospectus against certain liabilities,  including liabilities
arising under the Securities Act of 1933.

         Any shares covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than
pursuant to this  prospectus.  The selling  stockholders may not sell all of the
shares they hold.  The selling  stockholders  may transfer,  devise or gift such
shares by other means not described in this prospectus.

         To comply with the securities laws of certain jurisdictions, the common
stock must be offered or sold only  through  registered  or licensed  brokers or
dealers. In addition, in certain  jurisdictions,  the shares of common stock may
not be offered or sold unless they have been registered or qualified for sale or
an exemption is available and complied with.

         Under the  Securities  Exchange  Act of 1934,  any person  engaged in a
distribution of the common stock may not simultaneously  engage in market-making
activities  with respect to the common stock for five business days prior to the
start of the distribution.  In addition,  each selling stockholder and any other

                                      14.
person  participating  in a  distribution  will  be  subject  to the  Securities
Exchange  Act of 1934,  which  may limit the  timing of  purchases  and sales of
common stock by the selling stockholders or any such other person. These factors
may affect the  marketability  of the common stock and the ability of brokers or
dealers to engage in market-making activities.

         All expenses of this registration,  estimated at approximately $55,000,
will be paid by us. These expenses  include the SEC's filing fees and fees under
state securities or "blue sky" laws.

                                     EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to the  Annual  Report on Form  10-K/A  of URS  Corporation  for the year  ended
October  31,  1998  have  been so  incorporated  in  reliance  on the  report of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.

                                      15.
We have not  authorized  any dealer,
sales  person  or  other  person  to give any
information  or to make  any  representations
other than those contained in this prospectus
or any  prospectus  supplement.  You must not
rely on any  unauthorized  information.  This
prospectus   is  not  an   offer   of   these
securities in any state where an offer is not
permitted. The information in this prospectus
is  current  as of  November  16,  1999.  You
should not  assume  that this  prospectus  is
accurate as of any other date.

                                                       1,741,718 SHARES

                                                          COMMON STOCK

                                                           PROSPECTUS

                                                        URS CORPORATION

                                                       November 16, 1999

TABLE OF CONTENTS

PAGE

Prospectus Summary............................ 5
Risk Factors.................................. 6
Use of Proceeds...............................11
Where You Can Find More Information...........11
Selling Stockholders..........................13
Plan of Distribution..........................14
Experts.......................................15

                                       16.
PART II

Item 3.           Incorporation of Documents by Reference

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement:

         (a)      The Registrant's  last Annual Report on Form 10-K for the year
                  ended October 31, 1998, as amended on Form 10K-A, filed August
                  4, 1999;

         (b)      All other  reports  filed by us pursuant  to Section  13(a) or
                  15(d) of the  Exchange  Act since  October 31,  1998;

         (c)      The contents of the  Registration  Statements of Form S-8 Nos.
                  333-48791  and  333-48793,  each filed with the  Securities  &
                  Exchange  Commission on March 27, 1998 and the contents of the
                  Registration  Statements on Form S-8 Nos.  33-41047,  33-61230
                  and 333-24063 filed with the Securities & Exchange  Commission
                  on June 7, 1991,  April 1, 1993,  March 31, 1995 and March 27,
                  1997, respectively, are incorporated by reference herein.

Item 6.           Indemnification of Officers and Directors.

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
the Bylaws of the  Registrant  provide  that (i) the  Registrant  is required to
indemnify its directors and executive  officers to the fullest extent  permitted
by the  Delaware  General  Corporation  Law,  (ii) the  Registrant  may,  in its
discretion,  indemnify other officers,  employees and agents as set forth in the
Delaware  General  Corporation Law, (iii) to the fullest extent permitted by the
Delaware  General  Corporation  Law, the  Registrant  is required to advance all
expenses  incurred by its directors and executive  officers in connection with a
legal proceeding (subject to certain  exceptions),  (iv) the rights conferred in
the Bylaws are not  exclusive,  (v) the  Registrant  is authorized to enter into
indemnification  agreements with its directors,  officers,  employees and agents
and (vi) the  Registrant  may not  retroactively  amend  the  Bylaws  provisions
relating to indemnity.

         The  Registrant  has entered into  agreements  with its  directors  and
executive officers that require the Registrant to indemnify such persons against
expenses,  judgments,  fines,  settlements  and other  amounts  that such person
becomes legally obligated to pay (including  expenses of a derivative action) in
connection with any proceeding,  whether actual or threatened, to which any such
person  may be made a party by reason  of the fact that such  person is or was a
director  or officer of the  Registrant  or any of its  affiliated  enterprises,
provided such person acted in good faith and in a manner such person  reasonably
believed to be in or not opposed to the best  interests of the  Registrant.  The
indemnification  agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

Item 8. Exhibits and Financial Statement Schedules.

         Exhibit
         Number   Description of Document
         ------   -----------------------
         5.1      Opinion of Cooley Godward LLP.
         23.1     Consent of Independent Public Accountants.
         23.2     Consent of Cooley  Godward LLP  (reference  is made to Exhibit
                  5.1).
         24.1     Power of Attorney. Reference is made to the signature page.
         99       Employee  Stock  Purchase  Plan  (filed  as  Exhibit  A to our
                  definitive   proxy   statement  for  our  Special  Meeting  of
                  Stockholders,  filed  with the SEC on  September  7,  1999 and
                  incorporated herein by reference).

                                      17.
99.1     1999  Equity  Incentive  Plan  (filed  as  Exhibit  B  to  our
                  definitive   proxy   statement  for  our  Special  Meeting  of
                  Stockholders,  filed  with the SEC on  September  7,  1999 and
                  incorporated herein by reference).

Item 9.           Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Registrant pursuant to the provisions described in Item 14 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
Securities  Act of 1933 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 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 Act and
will be governed by the final adjudication of such issue.

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 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 the registration statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  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; and

         (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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 the
initial bona fide offering thereof.

                                      18.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant  certifies that it has reasonable grounds to believe 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 San Francisco,  State of California, on the 16th day
of November, 1999.

                                         URS CORPORATION

                                         By:  /s/ Kent P. Ainsworth
                                            -----------------------------------
                                            KENT P. AINSWORTH,
                                            EXECUTIVE VICE PRESIDENT, CHIEF
                                            FINANCIAL OFFICER, PRINCIPAL
                                            ACCOUNTING OFFICER AND SECRETARY

                                                          POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears  below  constitutes  and appoints  Kent P.
Ainsworth and Joseph  Masters,  or either of them, each with the power of  substitution,  his or her  attorney-in-fact,  to sign any
amendments to this  Registration  Statement  (including  post-effective  amendments),  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby  ratifying  and  confirming  all that  each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,  this Registration  Statement has been signed below
by the following persons in the capacities and on the dates indicated.
---------------------------------------- -------------------------------------- --------------------------------------
         Signature                                Title                                  Date
---------------------------------------- -------------------------------------- --------------------------------------
Chairman of the Board, Chief                     November 16, 1999
                                         Executive Officer, President and
/s/ Martin M. Koffel                     Director (Principal Executive
-----------------------------            Officer)
Martin M. Koffel
---------------------------------------- -------------------------------------- --------------------------------------
                                         Executive Vice President, Chief                  November 16, 1999
                                         Financial Officer, Principal
                                         Accounting Officer and Secretary
/s/ Kent P. Ainsworth                    (Principal Financial and Accounting
-----------------------------            Officer)
Kent P. Ainsworth
---------------------------------------- -------------------------------------- --------------------------------------
                                         Vice Chairman of the Board                       November 16, 1999
/s/ Richard C. Blum
-----------------------------
Richard C. Blum
---------------------------------------- -------------------------------------- --------------------------------------
                                         Director                                         November 16, 1999
/s/ Armen Der Marderosian
-----------------------------
Armen Der Marderosian
---------------------------------------- -------------------------------------- --------------------------------------
                                         Director                                         November 16, 1999
/s/ Adm. S. Robert Foley, Jr.
-----------------------------
Adm. S. Robert Foley, Jr. (USN) Ret.
---------------------------------------- -------------------------------------- --------------------------------------
                                         Director                                         November 16, 1999

                                                          19.
/s/ Marie L. Knowles
-----------------------------
Marie L. Knowles
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999

/s/ Richard B. Madden
-----------------------------
Richard B. Madden
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999

/s/ Jean-Yves Perez
-----------------------------
Jean-Yves Perez
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999

/s/ Richard Q. Praeger
-----------------------------
Richard Q. Praeger
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999
/s/ Irwin L. Rosenstein
-----------------------------
Irwin L. Rosenstein
---------------------------------------- -------------------------------------- --------------------------------------
                                                  Director                                November 16, 1999
/s/ William D. Walsh
-----------------------------
William D. Walsh
---------------------------------------- -------------------------------------- --------------------------------------
20.
EXHIBIT INDEX
Exhibit
Number        Description of Document

5.1           Opinion of Cooley Godward LLP.

23.1          Consent of Independent Public Accountants.

23.2          Consent of Cooley Godward LLP (reference is made to Exhibit 5.1).

24.1          Power of Attorney. Reference is made to the signature page.

99            Employee Stock Purchase Plan (filed as Exhibit A to our definitive
              proxy  statement for a Special Meeting of  Stockholders,  filed on
              September 7, 1999 and incorporated herein by reference).

99.1          1999 Equity  Incentive  Plan (filed as Exhibit B to our definitive
              proxy  statement for a Special Meeting of  Stockholders,  filed on
              September 7, 1999 and incorporated herein by reference).