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
                            1991 Stock Incentive 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
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                                   <C>                          <C>                   <C>                       <C>
     Common Stock, par value          1,000,000 shares             $14.3125              $14,312,500               $4,222.19
          $.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Options to purchase Common Stock     1,000,000 shares               N/A                     N/A                      N/A
------------------------------------------------------------------------------------------------------------------------------------

<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>


<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>
1.  Forepart of the Registration                       Outside Front Cover Page
    Statement and Outside Front Cover
    Page of Prospectus

2.  Inside Front and Outside Back Cover                Available Information; Incorporation of    
    Pages of Prospectus                                Certain Documents by Reference; Table 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 Shareholders

8.  Plan of Distribution                               Plan of Distribution;
                                                       Outside Front Cover Page

9.  Description of Securities to be                    Not Applicable
    Registered

10. Interests of Named Experts and                     Not Applicable
    Counsel

11. Material Changes                                   Not Applicable

12. Incorporation of Certain Information               Incorporation of Certain Documents by  
    by Reference                                       Reference                              
                                                       

13. Disclosure of Commission Position on               Not Applicable
    Indemnification for Securities Act
    Liabilities.

</TABLE>


<PAGE>



                                     PART I

PROSPECTUS

                                1,046,100 Shares

                                       URS
                                   CORPORATION

                                  Common Stock

             This  Prospectus  relates to the possible resale by certain Selling
Stockholders  (as defined below) from  time-to-time  of 1,046,100  shares of the
Common Stock,  par value $.01 per share (the "Shares"),  of URS  Corporation,  a
Delaware corporation (the "Company"),  issued upon the exercise of certain stock
options.  The Shares are listed on the New York Stock  Exchange  and the Pacific
Exchange under the symbol "URS."

             The  holders  of  Shares  that  may  be  resold  pursuant  to  this
Prospectus are collectively referred to herein as the "Selling Stockholders". If
resold,  the Shares would be offered for the respective  accounts of the Selling
Stockholders.  Any or  all  of the  Selling  Stockholders  may be  deemed  to be
affiliates  of the  Company at the time such shares are offered or sold by them.
See "Selling  Stockholders".  The Company  anticipates that if and to the extent
any of the Selling  Stockholders elect to resell any of the Shares,  such Shares
would be  offered  and  sold by the  Selling  Stockholders  in  ordinary  market
transactions, in sales pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), or otherwise,  either at the then current market
prices or in  private  transactions  at such  prices as may be  obtainable.  The
Selling Stockholders might be deemed to be "underwriters"  within the meaning of
the Securities  Act, in which event any discounts,  concessions,  or commissions
received by them,  which are not expected to exceed those customary in the types
of transactions involved, or any profit on resales of the Shares by them, may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Company  will  receive  none of the  proceeds  from any  sales of  Shares by the
Selling Stockholders.

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


                Prospective investors should review and consider
                 carefully the discussion under "Risk Factors".

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

             No underwriter is being utilized in connection  with this offering.
The costs of registering  the Shares under the Securities Act are to be borne by
the Company.

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

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                  The Date of this Prospectus is March 27, 1998



                                      I-1.

<PAGE>






                              AVAILABLE INFORMATION

             The  Company is subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange   Commission  (the  "Commission").   Reports,   proxy  and  information
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth Street,  N.W., Room 1024,  Washington,  D.C.  20549;  and at the following
regional  offices of the  Commission:  New York Regional  Office,  7 World Trade
Center,  Suite 1300, New York, New York 10048 and the Chicago  Regional  Office,
500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661.  Copies of such
material can be obtained from the Public  Reference  Section of the  Commission,
450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, at prescribed rates.
The  Shares are listed on the New York Stock  Exchange,  Inc.  ("NYSE")  and the
Pacific Exchange,  Inc. ("PE").  Reports,  proxy and information  statements and
other information  concerning the Company also may be inspected at the office of
the NYSE, 11 Wall Street,  New York, New York,  10005,  and at the office of the
PE, 301 Pine Street, San Francisco, California 94104.

             No  person  is  authorized  to give  any  information  or make  any
representations, other than those contained or incorporated by reference in this
Prospectus,  in connection with the offerings referred to herein,  and, if given
or made, such information or  representations  must not be relied upon as having
been authorized by the Company or the Selling Stockholders. This Prospectus does
not  constitute  an  offer  to sell or a  solicitation  of an  offer  to buy any
securities  registered  hereby in any  jurisdiction  to any person to whom it is
unlawful to make such offer or  solicitation in such  jurisdiction.  Neither the
delivery  of this  Prospectus  nor any sale  made  hereunder  shall,  under  any
circumstances,  create  any  implication  that  there  has been no change in the
affairs of the Company since the date hereof or that the  information  contained
or incorporated by reference  herein is correct as of any time subsequent to its
date.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             The following documents,  which have been filed by the Company with
the Commission (File No. 1-7567),  are hereby  incorporated by reference in this
Prospectus:

             (1) The  Company's  Annual  Report on Form 10-K for the year  ended
October 31, 1997;

             (2) All other  reports  filed by the  Company  pursuant  to Section
13(a) or 15(d) of the Exchange Act since October 31, 1997; and

             (3)  The  description  of the  Shares  contained  in the  Company's
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

             All  documents  subsequently  filed  by  the  Company  pursuant  to
Sections  13(a),  13(c),  14 or 15(d) of the  Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
(except  that no document  shall be deemed to be  incorporated  by  reference if
filed  after  the  filing  of  a  post-effective   amendment  which  deregisters
securities then remaining unsold).

             Copies of the above documents (other than exhibits) may be obtained
without  charge  upon  written  or  oral  request  directed  to the  Stockholder
Relations Department at the Company's principal



                                      I-2.

<PAGE>


executive  offices  at  100  California   Street,   Suite  500,  San  Francisco,
California, 94111-4529, telephone (415) 774-2700.

THIS  PROSPECTUS  CONTAINS  FORWARD-LOOKING  STATEMENTS  THAT INVOLVE  RISKS AND
UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THOSE
DISCUSSED HERE. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE,  BUT ARE NOT
LIMITED TO, THOSE DISCUSSED  ELSEWHERE IN THIS PROSPECTUS AND THOSE INCORPORATED
BY REFERENCE  FROM THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31,
1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                   THE COMPANY

             The Company is a Delaware  corporation  originally  incorporated in
1957.  From  November  1987 until  February 21,  1990,  the Company was known as
"Thortec  International,   Inc."  Its  principal  offices  are  located  at  100
California  Street,  Suite 500, San  Francisco,  California  94111-4529  and its
telephone number is (415) 774-2700.

             The Company  offers a broad range of  planning,  design and program
and  construction  management  services  to the  engineering  and  architectural
services  industry.  The  Company  serves  public  and  private  sector  clients
nationwide  in  two  principal   markets:   infrastructure   projects  involving
transportation  systems,  institutional  and  commercial  facilities  and  water
resources,  and environmental  projects involving hazardous waste management and
pollution control.


                                  RISK FACTORS

             In addition to the other  information  included or  incorporated by
reference  in this  Prospectus,  the  following  factors  should  be  considered
carefully by  prospective  investors in evaluating  the Company and its business
before making an investment.

Dependence Upon Government Programs and Contracts

             The Company  derives more than eighty  percent of its revenues from
local,  state and  Federal  government  agencies.  The demand for the  Company's
services is directly related to the level of funding of government programs that
are created in response to public  concern with  rebuilding  and  expanding  the
nation's  infrastructure  and addressing  various  environmental  problems.  The
Company  believes  that the success and further  development  of its business is
dependent, in significant part, upon the continued existence and funding of such
programs and upon the Company's  ability to participate in such programs.  There
can be no assurance that public  pressure for such programs will continue,  that
governments will have the available resources to fund such programs  (especially
in light of the severe budget  constraints  currently  existing at all levels of
government),  that such programs will continue to be funded even if  governments
have  available  financial  resources,  or that the Company will  continue to be
awarded contracts under such programs. More than eighty percent of the Company's
current and anticipated work is related to government  contracts.  Some of these
contracts are subject to renewal or extension annually, so continued work by the
Company  under these  contracts in future  periods is not assured.  In addition,
contracts with government agencies are subject to termination for convenience of
the agency and contracts



                                      I-3.

<PAGE>

with government agencies that have adopted Federal  Acquisition  Regulations are
subject to an audit of actual costs  incurred and provide for upward or downward
adjustment of payments if audited costs differ from billed costs.

Pricing Risks

             The  Company's  services  are billed on either a  "cost-plus"  or a
"fixed-price"  basis.  Under  cost-plus  contracts,  the rates for the Company's
direct and indirect costs are negotiated and fixed before work commences.  Under
fixed-price contracts, the entire contract price is fixed before work commences.
Frequently,  the Company submits  proposals on extremely  complex  projects that
will be  performed  over the  course  of  several  years,  making  the  accurate
forecasting of costs very  difficult.  In the past, the Company  experienced low
profit  margins or losses on a  significant  portion of both its  cost-plus  and
fixed-price contracts because overhead and general and administrative costs were
excessive  and could not be factored into  contract  proposals.  The Company has
reduced its  overhead  and general and  administrative  costs.  However,  to the
extent the Company does not control  overhead,  general and  administrative  and
other  costs,  or  underestimates  such  costs,  the Company may have low profit
margins, or may incur losses.

Environmental and Professional Liability Exposure;
Adequacy of Insurance Coverage

             A significant part of the Company's business involves the planning,
design and  program and  construction  management  of a wide  variety of complex
projects.   If  problems  develop  with  these  projects,   either  while  under
construction or after they have been  completed,  claims may be made against the
Company  alleging  breach of contract or  negligence in the  performance  of its
professional  services. In addition, the Company's 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   ("RCRA")  and  the   Comprehensive
Environmental Response,  Compensation and Liability Act of 1980 ("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 those injured
by hazardous  substances seek recovery for personal  injuries or property damage
under common law theories.  While the Company does not directly handle,  remove,
treat  or  transport  toxic  or  hazardous  substances,  some  of the  Company's
contracts  require  the  Company to design  systems  for those  functions  or to
subcontract  for or supervise  such work. As a  consequence,  the Company may be
exposed to claims for damages caused by environmental contamination arising from
projects on which the Company has worked.  The Company  currently  maintains  an
insurance   program   which   includes   self-insurance   coverage  for  primary
professional liability and errors and omissions ("E&O") claims and environmental
impairment  liability claims,  excess E&O coverage,  and both primary and excess
comprehensive general liability insurance coverage, all up to specified coverage
limits and with a variety of standard  exclusions.  While the  Company  believes
that its insurance program currently is adequate, there can be no assurance that
the Company  can  maintain  its  existing  insurance  coverage,  that  insurance
coverage will be available  under the Company's  existing or previous  insurance
programs  with respect to claims made  against the Company,  or that claims will
not exceed the amount of any insurance coverage which is available.


                                      I-4.

<PAGE>

Attraction and Retention of Qualified Professionals

             The  Company's  ability to retain and expand its staff of qualified
technical professionals will be an important factor in determining the Company's
future  success.  There is from time to time a shortage of  qualified  technical
professionals  in various fields.  The market for engineering and  environmental
professionals is competitive and there can be no assurance that the Company will
continue  to  be   successful   in  its  efforts  to  attract  and  retain  such
professionals.  In addition,  the Company relies heavily upon the experience and
ability of its senior  executive staff and the loss of a significant  portion of
such individuals could have a material adverse effect on the Company.

Principal Stockholders; Concentration of Stock Ownership

             A significant  portion of the  Company's  Common Stock is held by a
small number of  institutional  investors.  Richard C. Blum &  Associates,  Inc.
("RCBA Inc."), is the sole general partner of Richard C. Blum & Associates, L.P.
("RCBA  L.P."),  which is,  in turn,  the sole  general  partner  of BK  Capital
Partners I, L.P., BK Capital  Partners II, L.P.,  BK Capital  Partners III, L.P.
and BK Capital Partners IV, L.P., and the investment advisor to The Common Fund.
Accordingly,  as of the  date of this  Prospectus,  RCBA  Inc.  has  voting  and
dispositive  control with respect to an aggregate of 2,933,888  shares of Common
Stock, or approximately  20% of the outstanding  Common Stock.  Richard C. Blum,
Vice  Chairman  of the  Board  of  Directors  of the  Company,  is the  majority
shareholder of RCBA Inc. and directly owns 10,528 shares of Common Stock, is the
beneficiary of a Keogh Plan which holds 2,454 shares of Common Stock,  and holds
options to purchase  10,000 shares of Common  Stock,  all of which are currently
exercisable. In addition,  Heartland Advisors, Inc., FMR Corp. and the Company's
lender,  Wells Fargo Bank, N.A., hold an aggregate of 3,661,744 shares of Common
Stock, or  approximately  25% of the outstanding  Common Stock. A sale by one or
more  institutional  investors of their Common Stock could materially  adversely
affect the market price of the Common Stock. A significant  decline in the price
of the Common Stock due to these or other factors  might make it more  difficult
for the Company to sell equity  securities or  equity-related  securities in the
future at a time and  price  that the  Company  deems  appropriate  or for other
stockholders to dispose of their Common Stock.

Volatility; Market for the Shares

             The  Shares  are  listed  for  trading  on the NYSE and the PE. The
Shares have been thinly traded,  which may have caused substantial  fluctuations
in the market price of the Shares.  Fluctuations in quarterly  financial results
and general  economic  conditions  such as recessions or high interest rates may
also cause the market price of the Shares to fluctuate substantially.

Competition

             The  architectural  and  engineering  services  industry  is highly
fragmented and very competitive.  As a result, in each specific market area, the
Company  competes with many engineering and consulting  firms,  several of which
are  substantially  larger than the Company and which possess greater  financial
resources.  Competition  is based upon  reputation,  quality of service,  price,
expertise and local presence.




                                      I-5.

<PAGE>

                                 USE OF PROCEEDS

             If any of the Shares are resold by the  Selling  Stockholders,  the
Company  would  receive  no  proceeds  from any such sale.  The Shares  would be
offered for the respective accounts of the Selling Stockholders.

<TABLE>

                              SELLING STOCKHOLDERS

             The following  table sets forth certain  information  regarding the
Selling Stockholders as of the date of this Prospectus:
<CAPTION>

                                                                                                Shares to be
                                                No. of                                      Beneficially Owned
Name of                                         Shares                                          after Sale (1)
Beneficial                                      Beneficially              Shares to         ----------------------
Owner                                           Owned (1)(2)               be Sold          Number     Percent (3)
-----                                           ------------              ---------         ------     -----------
<S>                                               <C>                      <C>             <C>             <C>
Robert L. Costello (4)(5)                          66,319                   62,500            3,819        *
Martin M. Koffel (4)(5)                           594,000                  594,000                0        *
Irwin L. Rosenstein (4)(5)(6)                     182,614                  180,500            2,114        *
Kent P. Ainsworth (4)                             166,300                  158,800            7,500        *
Joseph Masters (4)                                 30,401                   30,300              101        *
Jean-Yves Perez (4)(5)                            138,711                   20,000          118,711        *
------------                                                                           
<FN>
(1)    Unless  otherwise  indicated,  each person has sole voting and investment
       power with respect to all shares owned by such person.

(2)    Shares  shown in this column  include  shares of Common  Stock  currently
       owned, shares of Common Stock issuable pursuant to presently  exercisable
       options,  shares of Common Stock  issuable  pursuant to options which are
       exercisable  after  the date of this  Prospectus  to  October  2000,  and
       currently exercisable stock appreciation rights.

(3)    Based upon 14,877,774  shares of Common Stock  outstanding as of February
       27, 1998 plus any shares of Common Stock under  option of the  particular
       Selling  Stockholder.  Percentages  shown  after  sale are based upon all
       shares  registered  hereunder being sold.  Asterisks  denote ownership of
       less than one percent.

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

(5)    Currently members of the Company's Board of Directors.

(6)    Includes 500 shares jointly owned with Lillian Rosenstein.
</FN>
</TABLE>

                  While some or all of the Selling Stockholders listed above may
be deemed to be affiliates of the Company,  neither the Company nor such Selling
Stockholders admit that the persons listed as Selling Stockholders are, in fact,
affiliates of the Company.




                                      I-6.

<PAGE>

                              PLAN OF DISTRIBUTION

                  It is anticipated that one or more of the Selling Stockholders
may  offer  the  Shares  in the  manner  set  forth  on the  cover  page of this
Prospectus,  from time-to-time,  through  broker-dealers or agents designated by
the  Selling  Stockholders.  The  costs of any such  sales  will be borne by the
Selling  Stockholders.  The costs of registering the Shares under the Securities
Act are being borne by the Company.




                                      I-7.

<PAGE>


                                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
AVAILABLE INFORMATION.......................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................  2

THE COMPANY.................................................................  3

RISK FACTORS................................................................  3

USE OF PROCEEDS.............................................................  6

SELLING STOCKHOLDERS........................................................  6

PLAN OF DISTRIBUTION........................................................  7





                                      I-8.

<PAGE>





                                     PART II

             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
          STATEMENTS ON FORM S-8 NOS. 33-41047, 33-61230 AND 333-24063

         The contents of the Registration  Statements on Form S-8 Nos. 33-41047,
33-61230 and 333-24063 filed with the Securities and Exchange Commission on June
7, 1991,  April 1, 1993,  March 31, 1995 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          1991 Stock Incentive Plan, as amended effective 
                     December 18, 1997 (1)

---------------------
(1)      Filed as Appendix A 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                          17  

23.1              Consent of Coopers & Lybrand L.L.P.                    18

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                1991 Stock Incentive Plan, as amended
                  effective December 18, 1997 (1)

---------------------
(1)      Filed as Appendix A 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": 36770}]
{"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": "333-48791", "film-number": "98576539"}, "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
                            1991 Stock Incentive 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          1,000,000 shares             $14.3125              $14,312,500               $4,222.19
          $.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Options to purchase Common Stock     1,000,000 shares               N/A                     N/A                      N/A
------------------------------------------------------------------------------------------------------------------------------------
(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.
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                       Outside Front Cover Page
    Statement and Outside Front Cover
    Page of Prospectus

2.  Inside Front and Outside Back Cover                Available Information; Incorporation of    
    Pages of Prospectus                                Certain Documents by Reference; Table 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 Shareholders

8.  Plan of Distribution                               Plan of Distribution;
                                                       Outside Front Cover Page

9.  Description of Securities to be                    Not Applicable
    Registered

10. Interests of Named Experts and                     Not Applicable
    Counsel

11. Material Changes                                   Not Applicable

12. Incorporation of Certain Information               Incorporation of Certain Documents by  
    by Reference                                       Reference                              
                                                       

13. Disclosure of Commission Position on               Not Applicable
    Indemnification for Securities Act
    Liabilities.
PART I

PROSPECTUS

                                1,046,100 Shares

                                       URS
                                   CORPORATION

                                  Common Stock

             This  Prospectus  relates to the possible resale by certain Selling
Stockholders  (as defined below) from  time-to-time  of 1,046,100  shares of the
Common Stock,  par value $.01 per share (the "Shares"),  of URS  Corporation,  a
Delaware corporation (the "Company"),  issued upon the exercise of certain stock
options.  The Shares are listed on the New York Stock  Exchange  and the Pacific
Exchange under the symbol "URS."

             The  holders  of  Shares  that  may  be  resold  pursuant  to  this
Prospectus are collectively referred to herein as the "Selling Stockholders". If
resold,  the Shares would be offered for the respective  accounts of the Selling
Stockholders.  Any or  all  of the  Selling  Stockholders  may be  deemed  to be
affiliates  of the  Company at the time such shares are offered or sold by them.
See "Selling  Stockholders".  The Company  anticipates that if and to the extent
any of the Selling  Stockholders elect to resell any of the Shares,  such Shares
would be  offered  and  sold by the  Selling  Stockholders  in  ordinary  market
transactions, in sales pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), or otherwise,  either at the then current market
prices or in  private  transactions  at such  prices as may be  obtainable.  The
Selling Stockholders might be deemed to be "underwriters"  within the meaning of
the Securities  Act, in which event any discounts,  concessions,  or commissions
received by them,  which are not expected to exceed those customary in the types
of transactions involved, or any profit on resales of the Shares by them, may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Company  will  receive  none of the  proceeds  from any  sales of  Shares by the
Selling Stockholders.

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

                Prospective investors should review and consider
                 carefully the discussion under "Risk Factors".

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

             No underwriter is being utilized in connection  with this offering.
The costs of registering  the Shares under the Securities Act are to be borne by
the Company.

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

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                  The Date of this Prospectus is March 27, 1998

                                      I-1.
AVAILABLE INFORMATION

             The  Company is subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange   Commission  (the  "Commission").   Reports,   proxy  and  information
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth Street,  N.W., Room 1024,  Washington,  D.C.  20549;  and at the following
regional  offices of the  Commission:  New York Regional  Office,  7 World Trade
Center,  Suite 1300, New York, New York 10048 and the Chicago  Regional  Office,
500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661.  Copies of such
material can be obtained from the Public  Reference  Section of the  Commission,
450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, at prescribed rates.
The  Shares are listed on the New York Stock  Exchange,  Inc.  ("NYSE")  and the
Pacific Exchange,  Inc. ("PE").  Reports,  proxy and information  statements and
other information  concerning the Company also may be inspected at the office of
the NYSE, 11 Wall Street,  New York, New York,  10005,  and at the office of the
PE, 301 Pine Street, San Francisco, California 94104.

             No  person  is  authorized  to give  any  information  or make  any
representations, other than those contained or incorporated by reference in this
Prospectus,  in connection with the offerings referred to herein,  and, if given
or made, such information or  representations  must not be relied upon as having
been authorized by the Company or the Selling Stockholders. This Prospectus does
not  constitute  an  offer  to sell or a  solicitation  of an  offer  to buy any
securities  registered  hereby in any  jurisdiction  to any person to whom it is
unlawful to make such offer or  solicitation in such  jurisdiction.  Neither the
delivery  of this  Prospectus  nor any sale  made  hereunder  shall,  under  any
circumstances,  create  any  implication  that  there  has been no change in the
affairs of the Company since the date hereof or that the  information  contained
or incorporated by reference  herein is correct as of any time subsequent to its
date.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             The following documents,  which have been filed by the Company with
the Commission (File No. 1-7567),  are hereby  incorporated by reference in this
Prospectus:

             (1) The  Company's  Annual  Report on Form 10-K for the year  ended
October 31, 1997;

             (2) All other  reports  filed by the  Company  pursuant  to Section
13(a) or 15(d) of the Exchange Act since October 31, 1997; and

             (3)  The  description  of the  Shares  contained  in the  Company's
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

             All  documents  subsequently  filed  by  the  Company  pursuant  to
Sections  13(a),  13(c),  14 or 15(d) of the  Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
(except  that no document  shall be deemed to be  incorporated  by  reference if
filed  after  the  filing  of  a  post-effective   amendment  which  deregisters
securities then remaining unsold).

             Copies of the above documents (other than exhibits) may be obtained
without  charge  upon  written  or  oral  request  directed  to the  Stockholder
Relations Department at the Company's principal

                                      I-2.
executive  offices  at  100  California   Street,   Suite  500,  San  Francisco,
California, 94111-4529, telephone (415) 774-2700.

THIS  PROSPECTUS  CONTAINS  FORWARD-LOOKING  STATEMENTS  THAT INVOLVE  RISKS AND
UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THOSE
DISCUSSED HERE. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE,  BUT ARE NOT
LIMITED TO, THOSE DISCUSSED  ELSEWHERE IN THIS PROSPECTUS AND THOSE INCORPORATED
BY REFERENCE  FROM THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31,
1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                   THE COMPANY

             The Company is a Delaware  corporation  originally  incorporated in
1957.  From  November  1987 until  February 21,  1990,  the Company was known as
"Thortec  International,   Inc."  Its  principal  offices  are  located  at  100
California  Street,  Suite 500, San  Francisco,  California  94111-4529  and its
telephone number is (415) 774-2700.

             The Company  offers a broad range of  planning,  design and program
and  construction  management  services  to the  engineering  and  architectural
services  industry.  The  Company  serves  public  and  private  sector  clients
nationwide  in  two  principal   markets:   infrastructure   projects  involving
transportation  systems,  institutional  and  commercial  facilities  and  water
resources,  and environmental  projects involving hazardous waste management and
pollution control.

                                  RISK FACTORS

             In addition to the other  information  included or  incorporated by
reference  in this  Prospectus,  the  following  factors  should  be  considered
carefully by  prospective  investors in evaluating  the Company and its business
before making an investment.

Dependence Upon Government Programs and Contracts

             The Company  derives more than eighty  percent of its revenues from
local,  state and  Federal  government  agencies.  The demand for the  Company's
services is directly related to the level of funding of government programs that
are created in response to public  concern with  rebuilding  and  expanding  the
nation's  infrastructure  and addressing  various  environmental  problems.  The
Company  believes  that the success and further  development  of its business is
dependent, in significant part, upon the continued existence and funding of such
programs and upon the Company's  ability to participate in such programs.  There
can be no assurance that public  pressure for such programs will continue,  that
governments will have the available resources to fund such programs  (especially
in light of the severe budget  constraints  currently  existing at all levels of
government),  that such programs will continue to be funded even if  governments
have  available  financial  resources,  or that the Company will  continue to be
awarded contracts under such programs. More than eighty percent of the Company's
current and anticipated work is related to government  contracts.  Some of these
contracts are subject to renewal or extension annually, so continued work by the
Company  under these  contracts in future  periods is not assured.  In addition,
contracts with government agencies are subject to termination for convenience of
the agency and contracts

                                      I-3.
with government agencies that have adopted Federal  Acquisition  Regulations are
subject to an audit of actual costs  incurred and provide for upward or downward
adjustment of payments if audited costs differ from billed costs.

Pricing Risks

             The  Company's  services  are billed on either a  "cost-plus"  or a
"fixed-price"  basis.  Under  cost-plus  contracts,  the rates for the Company's
direct and indirect costs are negotiated and fixed before work commences.  Under
fixed-price contracts, the entire contract price is fixed before work commences.
Frequently,  the Company submits  proposals on extremely  complex  projects that
will be  performed  over the  course  of  several  years,  making  the  accurate
forecasting of costs very  difficult.  In the past, the Company  experienced low
profit  margins or losses on a  significant  portion of both its  cost-plus  and
fixed-price contracts because overhead and general and administrative costs were
excessive  and could not be factored into  contract  proposals.  The Company has
reduced its  overhead  and general and  administrative  costs.  However,  to the
extent the Company does not control  overhead,  general and  administrative  and
other  costs,  or  underestimates  such  costs,  the Company may have low profit
margins, or may incur losses.

Environmental and Professional Liability Exposure;
Adequacy of Insurance Coverage

             A significant part of the Company's business involves the planning,
design and  program and  construction  management  of a wide  variety of complex
projects.   If  problems  develop  with  these  projects,   either  while  under
construction or after they have been  completed,  claims may be made against the
Company  alleging  breach of contract or  negligence in the  performance  of its
professional  services. In addition, the Company's 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   ("RCRA")  and  the   Comprehensive
Environmental Response,  Compensation and Liability Act of 1980 ("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 those injured
by hazardous  substances seek recovery for personal  injuries or property damage
under common law theories.  While the Company does not directly handle,  remove,
treat  or  transport  toxic  or  hazardous  substances,  some  of the  Company's
contracts  require  the  Company to design  systems  for those  functions  or to
subcontract  for or supervise  such work. As a  consequence,  the Company may be
exposed to claims for damages caused by environmental contamination arising from
projects on which the Company has worked.  The Company  currently  maintains  an
insurance   program   which   includes   self-insurance   coverage  for  primary
professional liability and errors and omissions ("E&O") claims and environmental
impairment  liability claims,  excess E&O coverage,  and both primary and excess
comprehensive general liability insurance coverage, all up to specified coverage
limits and with a variety of standard  exclusions.  While the  Company  believes
that its insurance program currently is adequate, there can be no assurance that
the Company  can  maintain  its  existing  insurance  coverage,  that  insurance
coverage will be available  under the Company's  existing or previous  insurance
programs  with respect to claims made  against the Company,  or that claims will
not exceed the amount of any insurance coverage which is available.

                                      I-4.
Attraction and Retention of Qualified Professionals

             The  Company's  ability to retain and expand its staff of qualified
technical professionals will be an important factor in determining the Company's
future  success.  There is from time to time a shortage of  qualified  technical
professionals  in various fields.  The market for engineering and  environmental
professionals is competitive and there can be no assurance that the Company will
continue  to  be   successful   in  its  efforts  to  attract  and  retain  such
professionals.  In addition,  the Company relies heavily upon the experience and
ability of its senior  executive staff and the loss of a significant  portion of
such individuals could have a material adverse effect on the Company.

Principal Stockholders; Concentration of Stock Ownership

             A significant  portion of the  Company's  Common Stock is held by a
small number of  institutional  investors.  Richard C. Blum &  Associates,  Inc.
("RCBA Inc."), is the sole general partner of Richard C. Blum & Associates, L.P.
("RCBA  L.P."),  which is,  in turn,  the sole  general  partner  of BK  Capital
Partners I, L.P., BK Capital  Partners II, L.P.,  BK Capital  Partners III, L.P.
and BK Capital Partners IV, L.P., and the investment advisor to The Common Fund.
Accordingly,  as of the  date of this  Prospectus,  RCBA  Inc.  has  voting  and
dispositive  control with respect to an aggregate of 2,933,888  shares of Common
Stock, or approximately  20% of the outstanding  Common Stock.  Richard C. Blum,
Vice  Chairman  of the  Board  of  Directors  of the  Company,  is the  majority
shareholder of RCBA Inc. and directly owns 10,528 shares of Common Stock, is the
beneficiary of a Keogh Plan which holds 2,454 shares of Common Stock,  and holds
options to purchase  10,000 shares of Common  Stock,  all of which are currently
exercisable. In addition,  Heartland Advisors, Inc., FMR Corp. and the Company's
lender,  Wells Fargo Bank, N.A., hold an aggregate of 3,661,744 shares of Common
Stock, or  approximately  25% of the outstanding  Common Stock. A sale by one or
more  institutional  investors of their Common Stock could materially  adversely
affect the market price of the Common Stock. A significant  decline in the price
of the Common Stock due to these or other factors  might make it more  difficult
for the Company to sell equity  securities or  equity-related  securities in the
future at a time and  price  that the  Company  deems  appropriate  or for other
stockholders to dispose of their Common Stock.

Volatility; Market for the Shares

             The  Shares  are  listed  for  trading  on the NYSE and the PE. The
Shares have been thinly traded,  which may have caused substantial  fluctuations
in the market price of the Shares.  Fluctuations in quarterly  financial results
and general  economic  conditions  such as recessions or high interest rates may
also cause the market price of the Shares to fluctuate substantially.

Competition

             The  architectural  and  engineering  services  industry  is highly
fragmented and very competitive.  As a result, in each specific market area, the
Company  competes with many engineering and consulting  firms,  several of which
are  substantially  larger than the Company and which possess greater  financial
resources.  Competition  is based upon  reputation,  quality of service,  price,
expertise and local presence.

                                      I-5.
USE OF PROCEEDS

             If any of the Shares are resold by the  Selling  Stockholders,  the
Company  would  receive  no  proceeds  from any such sale.  The Shares  would be
offered for the respective accounts of the Selling Stockholders.

                              SELLING STOCKHOLDERS

             The following  table sets forth certain  information  regarding the
Selling Stockholders as of the date of this Prospectus:
Shares to be
                                                No. of                                      Beneficially Owned
Name of                                         Shares                                          after Sale (1)
Beneficial                                      Beneficially              Shares to         ----------------------
Owner                                           Owned (1)(2)               be Sold          Number     Percent (3)
-----                                           ------------              ---------         ------     -----------
Robert L. Costello (4)(5)                          66,319                   62,500            3,819        *
Martin M. Koffel (4)(5)                           594,000                  594,000                0        *
Irwin L. Rosenstein (4)(5)(6)                     182,614                  180,500            2,114        *
Kent P. Ainsworth (4)                             166,300                  158,800            7,500        *
Joseph Masters (4)                                 30,401                   30,300              101        *
Jean-Yves Perez (4)(5)                            138,711                   20,000          118,711        *
------------
(1)    Unless  otherwise  indicated,  each person has sole voting and investment
       power with respect to all shares owned by such person.

(2)    Shares  shown in this column  include  shares of Common  Stock  currently
       owned, shares of Common Stock issuable pursuant to presently  exercisable
       options,  shares of Common Stock  issuable  pursuant to options which are
       exercisable  after  the date of this  Prospectus  to  October  2000,  and
       currently exercisable stock appreciation rights.

(3)    Based upon 14,877,774  shares of Common Stock  outstanding as of February
       27, 1998 plus any shares of Common Stock under  option of the  particular
       Selling  Stockholder.  Percentages  shown  after  sale are based upon all
       shares  registered  hereunder being sold.  Asterisks  denote ownership of
       less than one percent.

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

(5)    Currently members of the Company's Board of Directors.

(6)    Includes 500 shares jointly owned with Lillian Rosenstein.
While some or all of the Selling Stockholders listed above may
be deemed to be affiliates of the Company,  neither the Company nor such Selling
Stockholders admit that the persons listed as Selling Stockholders are, in fact,
affiliates of the Company.

                                      I-6.
PLAN OF DISTRIBUTION

                  It is anticipated that one or more of the Selling Stockholders
may  offer  the  Shares  in the  manner  set  forth  on the  cover  page of this
Prospectus,  from time-to-time,  through  broker-dealers or agents designated by
the  Selling  Stockholders.  The  costs of any such  sales  will be borne by the
Selling  Stockholders.  The costs of registering the Shares under the Securities
Act are being borne by the Company.

                                      I-7.
TABLE OF CONTENTS

                                                                            Page
                                                                            ----
AVAILABLE INFORMATION.......................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................  2

THE COMPANY.................................................................  3

RISK FACTORS................................................................  3

USE OF PROCEEDS.............................................................  6

SELLING STOCKHOLDERS........................................................  6

PLAN OF DISTRIBUTION........................................................  7

                                      I-8.
PART II

             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
          STATEMENTS ON FORM S-8 NOS. 33-41047, 33-61230 AND 333-24063

         The contents of the Registration  Statements on Form S-8 Nos. 33-41047,
33-61230 and 333-24063 filed with the Securities and Exchange Commission on June
7, 1991,  April 1, 1993,  March 31, 1995 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          1991 Stock Incentive Plan, as amended effective 
                     December 18, 1997 (1)

---------------------
(1)      Filed as Appendix A 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                          17  

23.1              Consent of Coopers & Lybrand L.L.P.                    18

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                1991 Stock Incentive Plan, as amended
                  effective December 18, 1997 (1)

---------------------
(1)      Filed as Appendix A 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.