As filed with the Securities and Exchange Commission on March 27, 1998
                                                      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 or other jurisdiction of          (I.R.S.  Employer  Identification  No.)
incorporation or organization)

                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)


                                 URS Corporation
                          Employee Stock Purchase Plan
                            (Full title of the plan)


                                Kent P. Ainsworth
               Executive Vice President, Chief Financial Officer,
                   Principal Accounting Officer and Secretary
                                 URS Corporation
                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Samuel M. Livermore, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111

<TABLE>

                                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                               Proposed maximum        Proposed maximum
      Title of each class of                                       offering               aggregate                Amount of
   securities 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           300,000 shares              $14.3125               $4,293,750               $1,266.66
          $.01 per share
------------------------------------------------------------------------------------------------------------------------------------
       Options to purchase             300,000 shares                N/A                     N/A                      N/A
           Common Stock
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h)(1).  The above  calculation is based on
         the average of the reported high and low prices of the Common Shares on
         the New York Stock Exchange on March 23, 1998.
</FN>
</TABLE>


<PAGE>



                                     PART II

             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
               STATEMENTS ON FORM S-8 NOS. 33-42192 AND 333-24067

        The contents of the  Registration  Statements on Form S-8 Nos.  33-42192
and 333-24067  filed with the Securities  and Exchange  Commission on August 13,
1991 and March 27, 1997,  respectively,  are  incorporated by reference  herein,
with those changes set forth below.

Item 8.  Exhibits.

         Number     Exhibit

         5          Opinion of Cooley Godward LLP                     

         23.1       Consent of Coopers & Lybrand L.L.P.

         23.2       Consent of Cooley Godward LLP (included in Exhibit 5)

         24         Powers of Attorney of the Company's directors and officers
                    (see Part II, page 5)

         99         Employee Stock Purchase Plan, as amended effective 
                    December 18, 1997(1)

---------------------
(1)      Filed as Appendix B to the Company's definitive proxy statement for its
         1998  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 17, 1998 and incorporated herein by reference.



                                      II-1.

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant, URS Corporation, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
March 24, 1998.

                                        URS Corporation



                                        By /s/MARTIN M. KOFFEL
                                           -------------------------------------
                                            Martin M. Koffel
                                            Chairman of the Board,
                                            President and
                                            Chief Executive Officer



                                      II-2.

<PAGE>



                                POWER OF ATTORNEY


         Each person whose  signature  appears below hereby  appoints  Martin M.
Koffel  and Kent P.  Ainsworth,  and each of them  severally,  acting  alone and
without  the  other,  his true and lawful  attorney-in-fact  with  authority  to
execute in the name of each such  person,  and to file with the  Securities  and
Exchange  Commission,  together  with any exhibits  thereto and other  documents
therewith,  any and all amendments (including without limitation  post-effective
amendments) to this registration  statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect   thereof,   which  amendments  may  make  such  other  changes  in  the
registration statement as the aforesaid attorney-in-fact deems appropriate.

<TABLE>

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

<CAPTION>

Signature                               Title                                   Date
---------                               -----                                   ----
<S>                                     <C>                                     <C>
/s/Martin M. Koffel                     Chairman of the Board, Chief            March 24, 1998    
------------------------------          Executive Officer, President and        
Martin M. Koffel                        Director (Principal Executive         
                                        Officer)                              

/s/Kent P. Ainsworth                    Executive Vice President, Chief         March 24, 1998
------------------------------          Financial Officer, Principal            
Kent P. Ainsworth                       Accounting Officer and Secretary    

/s/Irwin L. Rosenstein                  Vice President and Director             March 24, 1998     
------------------------------                                                  
Irwin L. Rosenstein                     

/s/Richard C. Blum                      Director                                March 24, 1998    
------------------------------                                                  
Richard C. Blum                         

/s/Robert L. Costello                   Director                                March 24, 1998    
------------------------------         
Robert L. Costello

/s/Armen Der Marderosian                Director                                March 24, 1998    
------------------------------         
Armen Der Marderosian

/s/Adm. S. Robert Foley, Jr.            Director                                March 24, 1998    
------------------------------         
Adm. S. Robert Foley, Jr.

                                                       II-3.

<PAGE>



Signature                               Title                                   Date
---------                               -----                                   ----
/s/Robert D. Glynn, Jr.                 Director                                March 24, 1998    
------------------------------         
Robert D. Glynn, Jr.

/s/Senator J. Bennett Johnston          Director                                March 24, 1998    
------------------------------         
Senator J. Bennett Johnston

/s/Richard B. Madden                    Director                                March 24, 1998    
------------------------------         
Richard B. Madden

/s/Jean-Yves Perez                      Director                                March 24, 1998    
------------------------------         
Jean-Yves Perez

/s/Richard Q. Praeger                   Director                                March 24, 1998    
------------------------------         
Richard Q. Praeger

/s/Frank S. Waller                      Director                                March 24, 1998    
------------------------------         
Frank S. Waller

/s/William D. Walsh                     Director                                March 24, 1998    
------------------------------         
William D. Walsh


</TABLE>

                                                       II-4.

<PAGE>



                                  EXHIBIT INDEX

                                                                    Sequential
Number            Exhibit                                            Page No.
------            -------                                            --------

5                 Opinion of Cooley Godward LLP                         8

23.1              Consent of Coopers & Lybrand L.L.P.                   9

23.2              Consent of Cooley Godward LLP
                   (included in Exhibit 5)

24                Powers of Attorney of the
                  Company's directors and officers
                  (see Part II, page 5)

99                Employee Stock Purchase Plan, as amended
                  effective December 18, 1997 (1)

---------------------
(1)      Filed as Appendix B to the Company's definitive proxy statement for its
         1998  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 17, 1998 and incorporated herein by reference.



                                      II-5.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11518}]
{"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": "333-48793", "film-number": "98576572"}, "business-address": {"street1": "100 CALIFORNIA ST 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 March 27, 1998
                                                      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 or other jurisdiction of          (I.R.S.  Employer  Identification  No.)
incorporation or organization)

                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

                                 URS Corporation
                          Employee Stock Purchase Plan
                            (Full title of the plan)

                                Kent P. Ainsworth
               Executive Vice President, Chief Financial Officer,
                   Principal Accounting Officer and Secretary
                                 URS Corporation
                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Samuel M. Livermore, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111

                                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum        Proposed maximum
      Title of each class of                                       offering               aggregate                Amount of
   securities to be registered    Amount to be registered    price per share (1)      offering price (1)       registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value           300,000 shares              $14.3125               $4,293,750               $1,266.66
          $.01 per share
------------------------------------------------------------------------------------------------------------------------------------
       Options to purchase             300,000 shares                N/A                     N/A                      N/A
           Common Stock
------------------------------------------------------------------------------------------------------------------------------------
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h)(1).  The above  calculation is based on
         the average of the reported high and low prices of the Common Shares on
         the New York Stock Exchange on March 23, 1998.
PART II

             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
               STATEMENTS ON FORM S-8 NOS. 33-42192 AND 333-24067

        The contents of the  Registration  Statements on Form S-8 Nos.  33-42192
and 333-24067  filed with the Securities  and Exchange  Commission on August 13,
1991 and March 27, 1997,  respectively,  are  incorporated by reference  herein,
with those changes set forth below.

Item 8.  Exhibits.

         Number     Exhibit

         5          Opinion of Cooley Godward LLP                     

         23.1       Consent of Coopers & Lybrand L.L.P.

         23.2       Consent of Cooley Godward LLP (included in Exhibit 5)

         24         Powers of Attorney of the Company's directors and officers
                    (see Part II, page 5)

         99         Employee Stock Purchase Plan, as amended effective 
                    December 18, 1997(1)

---------------------
(1)      Filed as Appendix B to the Company's definitive proxy statement for its
         1998  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 17, 1998 and incorporated herein by reference.

                                      II-1.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant, URS Corporation, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
March 24, 1998.

                                        URS Corporation

                                        By /s/MARTIN M. KOFFEL
                                           -------------------------------------
                                            Martin M. Koffel
                                            Chairman of the Board,
                                            President and
                                            Chief Executive Officer

                                      II-2.
POWER OF ATTORNEY

         Each person whose  signature  appears below hereby  appoints  Martin M.
Koffel  and Kent P.  Ainsworth,  and each of them  severally,  acting  alone and
without  the  other,  his true and lawful  attorney-in-fact  with  authority  to
execute in the name of each such  person,  and to file with the  Securities  and
Exchange  Commission,  together  with any exhibits  thereto and other  documents
therewith,  any and all amendments (including without limitation  post-effective
amendments) to this registration  statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect   thereof,   which  amendments  may  make  such  other  changes  in  the
registration statement as the aforesaid attorney-in-fact deems appropriate.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                               Title                                   Date
---------                               -----                                   ----
/s/Martin M. Koffel                     Chairman of the Board, Chief            March 24, 1998    
------------------------------          Executive Officer, President and        
Martin M. Koffel                        Director (Principal Executive         
                                        Officer)                              

/s/Kent P. Ainsworth                    Executive Vice President, Chief         March 24, 1998
------------------------------          Financial Officer, Principal            
Kent P. Ainsworth                       Accounting Officer and Secretary    

/s/Irwin L. Rosenstein                  Vice President and Director             March 24, 1998     
------------------------------                                                  
Irwin L. Rosenstein                     

/s/Richard C. Blum                      Director                                March 24, 1998    
------------------------------                                                  
Richard C. Blum                         

/s/Robert L. Costello                   Director                                March 24, 1998    
------------------------------         
Robert L. Costello

/s/Armen Der Marderosian                Director                                March 24, 1998    
------------------------------         
Armen Der Marderosian

/s/Adm. S. Robert Foley, Jr.            Director                                March 24, 1998    
------------------------------         
Adm. S. Robert Foley, Jr.

                                                       II-3.
Signature                               Title                                   Date
---------                               -----                                   ----
/s/Robert D. Glynn, Jr.                 Director                                March 24, 1998    
------------------------------         
Robert D. Glynn, Jr.

/s/Senator J. Bennett Johnston          Director                                March 24, 1998    
------------------------------         
Senator J. Bennett Johnston

/s/Richard B. Madden                    Director                                March 24, 1998    
------------------------------         
Richard B. Madden

/s/Jean-Yves Perez                      Director                                March 24, 1998    
------------------------------         
Jean-Yves Perez

/s/Richard Q. Praeger                   Director                                March 24, 1998    
------------------------------         
Richard Q. Praeger

/s/Frank S. Waller                      Director                                March 24, 1998    
------------------------------         
Frank S. Waller

/s/William D. Walsh                     Director                                March 24, 1998    
------------------------------         
William D. Walsh
II-4.
EXHIBIT INDEX

                                                                    Sequential
Number            Exhibit                                            Page No.
------            -------                                            --------

5                 Opinion of Cooley Godward LLP                         8

23.1              Consent of Coopers & Lybrand L.L.P.                   9

23.2              Consent of Cooley Godward LLP
                   (included in Exhibit 5)

24                Powers of Attorney of the
                  Company's directors and officers
                  (see Part II, page 5)

99                Employee Stock Purchase Plan, as amended
                  effective December 18, 1997 (1)

---------------------
(1)      Filed as Appendix B to the Company's definitive proxy statement for its
         1998  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 17, 1998 and incorporated herein by reference.

                                      II-5.