Registration No. 33-_______
                                                       

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

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


                          STONE & WEBSTER, INCORPORATED  
             (Exact name of registrant as specified in its charter)


         Delaware                                           13-5416910     
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)


                 250 West 34th Street, New York, New York 10119
                    (Address of principal executive offices)

                                 1997 Stock Plan
                           for Non-Employee Directors
                                       of
                          Stone & Webster, Incorporated
                            (Full title of the plan)
                            _________________________

                           Peter F. Durning, Secretary
                          Stone & Webster, Incorporated
                              250 West 34th Street
                            New York, New York 10119
                     (Name and address of agent for service)

                                 (212) 290-7500
          (Telephone number, including area code, of agent for service)
                           ___________________________
 
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
Title of                         Proposed        Proposed
each class                       maximum         maximum
of securities     Amount         offering        aggregate     Amount of
to be             to be          price per       offering      registration
registered        registered     unit(1)         price(1)      fee    
---------------------------------------------------------------------------
Common Stock,     100,000        $31.875         $3,187,500    $965.61
$1 par value      shares

_______________  
(1) The price of $31.875 per share,  which was the average
of the high and low  prices of Common  Stock as  reported  on the New York Stock
Exchange consolidated  reporting system on January 10, 1997, is set forth solely
for purposes of calculating the registration fee pursuant to Rule 457(h).
                                                                               
<PAGE>



                                       



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           Item 1.Plan Information.*

           Item 2.Registrant Information and Employee Plan Annual Information.*























          * Information  required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the  Registration  Statement in accordance  with
     Note to Part I of Form S-8.

                                      I-1

<PAGE>

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
 
     The documents listed below are hereby  incorporated by reference and made a
part  hereof,  and  all  documents   subsequently  filed  by  Stone  &  Webster,
Incorporated (the "Company")  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the  Securities  Exchange  Act of 1934 prior to the  filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

               (a) The annual  report on Form 10-K of the  Company  for the year
          ended December 31, 1995 (and the documents  incorporated  by reference
          therein).

               (b) All other reports filed by the Company pursuant to Section 13
          or 15(d) of the  Securities  Exchange Act of 1934 since the end of the
          fiscal year covered by the annual report referred to in (a) above.

               (c) The  description  of the  Company's  Common  Stock  which  is
          contained  in the  Company's  registration  statement  filed under the
          Securities  Exchange Act of 1934,  including any amendments or reports
          filed for purposes of updating such descriptions.

               (d) The Company's  definitive  proxy  statement filed pursuant to
          Section 14 of the Securities  Exchange Act of 1934 in connection  with
          the 1996 Annual Meeting of Shareholders.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The consolidated  financial statements and the financial statement schedule
of the Company and its  Subsidiaries  as of December 31, 1995 and 1994,  and for
each of the three years in the period ended December 31, 1995,  incorporated  by
reference  in this  Registration  Statement,  have been  incorporated  herein in
reliance upon the report of Coopers & Lybrand L.L.P.,  independent  accountants,
given on the authority of that firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers.

          Section 145 of Chapter 1 of the General  Corporation  Law of the State
     of  Delaware  and  Section 14 of Article  Sixth of the  Company's  Restated
     Certificate  of  Incorporation  permit the  indemnification  under  certain
     circumstances  of directors or officers of the Company and its subsidiaries
     for expenses  incurred in connection with the defense of actions,  suits or
     proceedings  against them as such  directors  or officers.  The Company has
     purchased from the American  International Group a Directors,  Officers and
     Corporate  Liability policy under which the directors and officers of Stone
     & Webster,  Incorporated  and its  subsidiaries and the Company are insured
     against  loss  arising  from any claim made  against  them by reason of any
     wrongful act in their respective capacities.

                                      II-1
                                      
<PAGE>


          The  Shareholders  of the  Company  have  approved  amendments  to the
     Restated  Certificate  of  Incorporation  of the  Company  which  limit the
     personal  liability of the directors to the Company or its Shareholders for
     monetary  damages  arising out of the directors'  breach of their fiduciary
     duty of care under  certain  circumstances,  as  permitted  by the Delaware
     General Corporation Law.



Item 7.  Exemption from Registration Claimed.

                           Not applicable.

Item 8.  Exhibits.

          Certain of the following exhibits are filed herewith. Certain other of
     the  following  exhibits  have  been  filed  with  the  Commission  and are
     incorporated herein by reference.

          4-a  Restated   Certificate  of  Incorporation,   defining  rights  of
               security holders  (Exhibit (3)(a),  Form 10-K for the fiscal year
               ended December 31, 1990 (File No. 1-1228)).

          4-b  Rights  Agreement,  dated as of August 15, 1996,  between Stone &
               Webster,   Incorporated  and  ChaseMellon  Shareholder  Services,
               L.L.C. (Exhibit 1.1, Form 8-A dated August 16, 1996).

          *4-c 1997 Stock Plan for  Non-Employee  Directors  of Stone & Webster,
               Incorporated.

          *5   Opinion  dated  January  14,  1997 of Coudert  Brothers as to the
               legality of securities to be registered.

          *23-a Consent of Coopers & Lybrand L.L.P.

          23-b The consent of Coudert  Brothers is  contained  in the opinion of
               such firm filed herewith as Exhibit 5.


                           -----------------
                           *Filed herewith



Item 9.  Undertakings.


               (1) The  undersigned  registrant  hereby  undertakes (a) to file,
          during  any  period  in  which  offers  or sales  are  being  made,  a
          post-effective amendment to this registration statement (i) to include
          any prospectus  required by Section 10 (a)(3) of the Securities Act of
          1933;  (ii) to reflect in the  prospectus  any facts or events arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement,  and (iii) to  include  any  material
          information  with respect to the plan of  distribution  not previously
          disclosed in the registration statement or any material change to such
          information in the registration  statement;  provided,  however,  that
          paragraphs  (a) (i) and (a)  (ii)  do not  apply  if the  registration
          statement is on Form S-3,  Form S-8 or Form F-3,  and the  information

                                      II-2

                                  
<PAGE>

          required  to  be  included  in a  post-effective  amendment  by  those
          paragraphs is contained in periodic  reports  filed by the  registrant
          pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
          of  1934  that  are  incorporated  by  reference  in the  registration
          statement;  (b) that,  for the purpose of  determining  any  liability
          under the Securities Act of 1933, each such  post-effective  amendment
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof;   and  (c)  to  remove  from   registration  by  means  of  a
          post-effective  amendment any of the securities being registered which
          remain unsold at the termination of the offering.

               (2)  The  undersigned  registrant  hereby  undertakes  that,  for
          purposes of  determining  any liability  under the  Securities  Act of
          1933,  each  filing of the  registrant's  annual  report  pursuant  to
          Section 13(a) or 15(d) of the Securities  Exchange Act of 1934 that is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

               (3) Insofar as indemnification  for liabilities arising under the
          Securities  Act  of  1933  (which  shall  not  include  the  insurance
          described under Item 6 above) may be permitted to directors,  officers
          and controlling  persons of the registrant  pursuant to the provisions
          referred to in the first  sentence  under Item 6 of this  Registration
          Statement,  or otherwise,  the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public policy as expressed in said Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in said Act and will be
          governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  Stone  &
Webster,  Incorporated  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 Boston and Commonwealth of Massachusetts on the
14th day of January, 1997.

                                                  STONE & WEBSTER, INCORPORATED
                                                              (Registrant)


                                                  By    /s/ Jeremiah P. Cronin
                                                        Jeremiah P. Cronin
                                                        Executive Vice President

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

Signature                  Title                                         Date


/s/H. Kerner Smith         President and                        January 14, 1997
H. Kerner Smith            Chief Executive Officer
                           (Principal Executive
                           Officer), and
                           Director

/s/Jeremiah P. Cronin      Executive Vice President             January 14, 1997
Jeremiah P. Cronin         (Principal Financial
                           Officer)


/s/Daniel P. Levy          Corporate Controller                 January 14, 1997
Daniel P. Levy             (Principal Accounting Officer)


/s/Frank J. A. Cilluffo    Director                             January 14, 1997
Frank J. A. Cilluffo


/s/Donna R. Fitzpatrick    Director                             January 14, 1997
Donna R. Fitzpatrick


/s/Kent F. Hansen          Chairman of the Board                January 14, 1997
Kent F. Hansen             and Director


/s/Elvin R. Heiberg, III   Director                             January 14, 1997
Elvin R. Heiberg, III


/s/David N. McCammon       Director                             January 14, 1997
David N. McCammon

                                      II-4

                                
<PAGE>

/s/John P. Merrill, Jr.    Director                             January 14, 1997
John P. Merrill, Jr.


/s/J. Angus McKee          Director                             January 14, 1997
J. Angus McKee


/s/Bernard W. Reznicek     Director                             January 14, 1997
Bernard W. Reznicek


/s/Edward J. Walsh         Executive Vice President             January 14, 1997
Edward J. Walsh            and Director


/s/Peter M. Wood           Director                             January 14, 1997
Peter M. Wood

















                                      II-5
<PAGE>


                                  EXHIBIT INDEX


     Exhibit Number                     Exhibit                       Page
           4-c            1997 Stock Plan for Non-Employee            II-8
                          Directors of Stone & Webster,
                          Incorporated.

           5              Opinion dated January 14, 1997 of          II-13
                          Coudert Brothers as to the
                          legality of securities to be
                          registered.

          23-a            Consent of Coopers & Lybrand L.L.P.        II-15
























                                      II-6

<PAGE>
















                                   EXHIBIT 4-c


























                                      II-7
<PAGE>

                   1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                                       OF
                          STONE & WEBSTER, INCORPORATED

     1. Purpose

     The purpose of the 1997 Stock Plan for  Non-Employee  Directors  of Stone &
Webster,  Incorporated  (the  "Plan") is to  promote  the  long-term  growth and
financial success of Stone & Webster, Incorporated (the "Company") by attracting
and retaining  non-employee  directors of outstanding ability and by promoting a
greater  identity  of  interest  between  its  non-employee  directors  and  its
stockholders.

     2. Definitions

     The following capitalized terms used herein have the following meanings:

     "Annual  Retainer"  means  the  annual  compensation  to be  paid  to  each
Non-Employee Director in the amount of $8,000.
 
     "Annual  Stock  Grant"  means the annual  stock grant to be awarded to each
Non-Employee Director in the amount of 400 shares of Common Stock.

     "Board of Directors" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means the Compensation  Committee of the Board of Directors or
such  other  committee  of the Board of  Directors  which  shall  succeed to the
functions and responsibilities of the Compensation Committee.

     "Common Stock" means the Company's Common Stock, $1.00 par value per share.

     "Director  Meeting  Fees" means fees earned by  Non-Employee  Directors  by
attendance  at  meetings  of the  Board  of  Directors  and at  meetings  of any
committee  of the Board of Directors  of which such  Non-Employee  Director is a
member.

     "Fair Market Value" means, as of any date of the determination thereof, the
per share price of the last sale of Common  Stock on such date of  determination
or,  if  such  date is not a  trading  date,  on the  trading  date  immediately
preceding such date of determination, based on the composite transactions in the
Common  Stock  as  reported  by  The  Wall  Street  Journal  (or  any  successor
publication thereto).

     "1934 Act" means the Securities Exchange Act of 1934, as amended.

     "Non-Employee   Director"   shall  have  the  meaning  set  forth  in  Rule
16b-3(b)(3) of the 1934 Act.




     3. Term

     The Plan shall become  effective as of the date the Plan is approved by the
Board of Directors.  Once effective,  the Plan shall operate and shall remain in
effect  until  terminated  by action of the Board of  Directors  as  provided in
Section 10 hereof.

                                      II-8

                                      
<PAGE>

     4. Plan Operation

     The Plan is  intended to comply with all  exemptive  conditions  under Rule
16b-3  promulgated  under the 1934 Act. The  Committee  shall have the power and
authority to construe and interpret the provisions of the Plan. Decisions of the
Committee shall be final and conclusive.

     5. Participation

     All Non-Employee Directors shall be eligible to participate in the Plan.

     6. Payment of Annual Retainer; Award of Annual Stock Grant

          (a) Payment of Annual Retainer.  As soon as practicable,  but no later
than 30 days after the first day of each calendar quarter,  each person who is a
Non-Employee  Director at any such first day of a calendar quarter shall be paid
one-fourth  (1/4) of the Annual  Retainer.  A person who becomes a  Non-Employee
Director at any time after the first day of any calendar  quarter shall be paid,
as soon as practicable  but no later than 30 days after the end of such calendar
quarter,  that portion of the Annual Retainer equal to the amount  calculated by
multiplying $8,000 by a fraction,  the numerator of which is the number of whole
months such  person  served as a  Non-Employee  Director  during  such  calendar
quarter (with service by any such Non-Employee  Director for at least 15 days in
any month being  considered  service for a whole month),  and the denominator of
which is 12.

          (b) Award of Annual Stock Grant. As soon as practicable,  but no later
than 30 days after the first day of each calendar quarter,  each person who is a
Non-Employee  Director  at any such  first day of a  calendar  quarter  shall be
awarded that number of shares of Common Stock equal to  one-fourth  (1/4) of the
Annual Stock  Grant.  A person who becomes a  Non-Employee  Director at any time
after  the  first  day of any  calendar  quarter  shall be  awarded,  as soon as
practicable  but no later than 30 days after the end of such  calendar  quarter,
that number of shares of Common Stock (rounded up to the next whole share in the
event of a fractional  share) equal to the amount  calculated by multiplying 400
by a fraction,  the numerator of which is the number of whole months such person
served as a Non-Employee  Director during such calendar quarter (with service by
any  such  Non-Employee  Director  for at  least  15  days  in any  month  being
considered service for a whole month), and the denominator of which is 12.

     7. Director Meeting Fees

          (a)  Election  to Receive  Director  Meeting  Fees in Stock in Lieu of
Cash.  Except as set forth in the Plan,  a  Non-Employee  Director  may elect to
receive  all or a  portion  of  Director  Meeting  Fees in the form of shares of
Common  Stock,  with such  shares of Common  Stock  being  paid in  arrears on a
calendar quarter basis. The number of shares (rounded up to the next whole share
in the  event  of a  fractional  share)  for a  calendar  quarter  payable  to a
Non-Employee  Director (or to any person who was a  Non-Employee  Director for a
portion of such calendar  quarter) who has elected to receive  Director  Meeting
Fees in the form of shares (i) shall be in an amount having the  aggregate  Fair
Market  Value,  as of the first day of any such calendar  quarter,  equal to the
amount of Director Meeting Fees which have been earned in such quarter and which
were elected to be paid in shares of Common Stock, and (ii) shall be received by
the Non-Employee  Director (or any person who was a Non-Employee  Director for a
portion of such calendar  quarter) as soon as practicable,  but no later than 30
days after the end of such calendar quarter.

                                      II-9


                        
<PAGE>

          (b) Elections. All elections under Section 7(a) for the payment of all
or a portion of Director  Meeting  Fees in the form of Common Stock (i) shall be
made in writing, (ii) shall be delivered to the Secretary of the Company,  (iii)
shall be irrevocable for the calendar year next succeeding such election (or, in
the case of any person who  becomes a  Non-Employee  Director  during a calendar
year, for the remainder of such calendar year during which such Director Meeting
Fees are to be paid to such  Non-Employee  Director in shares of Common  Stock),
and (iv) shall specify the portion (in 25% increments) of such Director  Meeting
Fees to be paid in shares  of Common  Stock.  All such  elections  shall be made
annually  before  the first  meeting  in the  following  calendar  year at which
Director  Meeting  Fees are to be  earned  (or,  in the case of any  person  who
becomes a Non-Employee  Director  during a calendar year,  prior to the date any
such  Director  Meeting  Fees are to be paid to such  Non-Employee  Director  in
shares of Common Stock).

     8. Limitations and Conditions

          (a) Total Number of Shares. The total number of shares of Common Stock
that may be issued to  Non-Employee  Directors under the Plan is 100,000 shares.
The shares of Common  Stock  deliverable  under the Plan may be  authorized  and
unissued shares or reacquired  shares.  The foregoing number may be increased or
decreased by the events set forth in Section 9 below. No fractional shares shall
be issued  hereunder.  In the event a  Non-Employee  Director  is  entitled to a
fractional  share,  such share amount shall be rounded  upward to the next whole
share amount.

          (b) No Additional Rights.  Nothing contained herein shall be deemed to
create a right in any  Non-Employee  Director to remain a member of the Board of
Directors,  to be nominated for  reelection or to be reelected as such or, after
ceasing to be such a member, to receive any cash or shares of Common Stock under
the Plan, except as set forth in the Plan.

     9. Stock Adjustments

     In the  event  that at any time  after the  effective  date of the Plan the
outstanding shares of Common Stock are changed into or exchanged for a different
number or kind of shares of the  Company or other  securities  of the Company by
reason  of  merger,  consolidation,  recapitalization,  reclassification,  stock
split, stock dividend, combination of shares or any similar corporate event, the
Committee may make such  adjustments  in (i) the  aggregate  number of shares of
Common Stock that may be issued under the Plan as set forth in Section  8(a), or
(ii) the class of shares that may be issued under the Plan.

     10. Amendment and Termination

     This Plan may be amended, suspended or terminated by action of the Board of
Directors; provided, however, that the provisions of the Plan may not be amended
more than once every six months, other than to comport with changes in the Code,
the Employee Retirement Income Security Act, or the rules thereunder.

     11. Nonassignability

     No right to  receive  any  shares of Common  Stock  under the Plan shall be
assignable or transferable by such  Non-Employee  Director other than by will or
the laws of descent and distribution.

 
                                     II-10


<PAGE>

















                                    EXHIBIT 5




























                                     II-11

<PAGE>

                                COUDERT BROTHERS
                           1114 Avenue of the Americas
                            New York, New York 10036





January 14, 1997



Stone & Webster, Incorporated
250 West 34th Street
New York, New York  10119

                           Re:      Stone & Webster, Incorporated
                                    Registration Statement on form S-8

Ladies and Gentlemen:

     We have  acted as  counsel  to Stone &  Webster,  Incorporated,  a Delaware
corporation (the  "Corporation"),  in connection with the  Corporation's  filing
with the Securities and Exchange Commission of a Registration  Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act") with  respect to the 1997 Stock Plan for  Non-Employee  Directors of
Stone & Webster,  Incorporated (the "Plan").  The Registration  Statement covers
100,000 shares of the Common Stock,  $1.00 par value,  of the  Corporation  (the
"Shares") to be delivered pursuant to the Plan.

     Based upon  examination  of  originals  or copies,  certified  or otherwise
identified  to our  satisfaction  as being  true  and  correct  copies,  of such
corporate records, certificates of public officials and other documents and upon
such  investigations of law, all as we have considered  necessary or appropriate
for the  purpose  of this  opinion,  we are  pleased  to advise  you that in our
opinion:

          1.   The Corporation is an existing corporation in good standing under
               the laws of the State of Delaware.

          2.   When the  Registration  Statement shall become  effective and the
               Shares are  delivered in  accordance  with the terms of the Plan,
               the Shares will be legally issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement. By giving the foregoing consent, we do not admit that we
are within the category of persons whose consent is required by Section 7 of the
Act.

                                                       Very truly yours,


                                                       /s/Coudert Brothers





                                     II-12


<PAGE>
















                                  EXHIBIT 23-a


























                                     II-13
<PAGE>



                       CONSENT OF INDEPENDENT ACCOUNTANTS
                                    ---------          



     We consent to the incorporation by reference in this Registration Statement
of Stone & Webster,  Incorporated  on Form S-8 of our report dated  February 20,
1996,  on our audits of the  consolidated  financial  statements  and  financial
statement  schedule  of Stone & Webster,  Incorporated  and  Subsidiaries  as of
December 31, 1995 and 1994,  and for each of the three years in the period ended
December 31, 1995,  which report is included in the Company's 1995 Annual Report
on Form 10-K.

     We  further  consent  to the  reference  to our  firm in this  Registration
Statement under the caption "Interests of Named Experts and Counsel."




                                                     /s/COOPERS & LYBRAND L.L.P.


New York, New York
January 14, 1997




















                                     II-14
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Registration No. 33-_______
                                                       

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

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

                          STONE & WEBSTER, INCORPORATED  
             (Exact name of registrant as specified in its charter)

         Delaware                                           13-5416910     
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)

                 250 West 34th Street, New York, New York 10119
                    (Address of principal executive offices)

                                 1997 Stock Plan
                           for Non-Employee Directors
                                       of
                          Stone & Webster, Incorporated
                            (Full title of the plan)
                            _________________________

                           Peter F. Durning, Secretary
                          Stone & Webster, Incorporated
                              250 West 34th Street
                            New York, New York 10119
                     (Name and address of agent for service)

                                 (212) 290-7500
          (Telephone number, including area code, of agent for service)
                           ___________________________
 
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
Title of                         Proposed        Proposed
each class                       maximum         maximum
of securities     Amount         offering        aggregate     Amount of
to be             to be          price per       offering      registration
registered        registered     unit(1)         price(1)      fee    
---------------------------------------------------------------------------
Common Stock,     100,000        $31.875         $3,187,500    $965.61
$1 par value      shares

_______________  
(1) The price of $31.875 per share,  which was the average
of the high and low  prices of Common  Stock as  reported  on the New York Stock
Exchange consolidated  reporting system on January 10, 1997, is set forth solely
for purposes of calculating the registration fee pursuant to Rule 457(h).
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           Item 1.Plan Information.*

           Item 2.Registrant Information and Employee Plan Annual Information.*

          * Information  required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the  Registration  Statement in accordance  with
     Note to Part I of Form S-8.

                                      I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
 
     The documents listed below are hereby  incorporated by reference and made a
part  hereof,  and  all  documents   subsequently  filed  by  Stone  &  Webster,
Incorporated (the "Company")  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the  Securities  Exchange  Act of 1934 prior to the  filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

               (a) The annual  report on Form 10-K of the  Company  for the year
          ended December 31, 1995 (and the documents  incorporated  by reference
          therein).

               (b) All other reports filed by the Company pursuant to Section 13
          or 15(d) of the  Securities  Exchange Act of 1934 since the end of the
          fiscal year covered by the annual report referred to in (a) above.

               (c) The  description  of the  Company's  Common  Stock  which  is
          contained  in the  Company's  registration  statement  filed under the
          Securities  Exchange Act of 1934,  including any amendments or reports
          filed for purposes of updating such descriptions.

               (d) The Company's  definitive  proxy  statement filed pursuant to
          Section 14 of the Securities  Exchange Act of 1934 in connection  with
          the 1996 Annual Meeting of Shareholders.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The consolidated  financial statements and the financial statement schedule
of the Company and its  Subsidiaries  as of December 31, 1995 and 1994,  and for
each of the three years in the period ended December 31, 1995,  incorporated  by
reference  in this  Registration  Statement,  have been  incorporated  herein in
reliance upon the report of Coopers & Lybrand L.L.P.,  independent  accountants,
given on the authority of that firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers.

          Section 145 of Chapter 1 of the General  Corporation  Law of the State
     of  Delaware  and  Section 14 of Article  Sixth of the  Company's  Restated
     Certificate  of  Incorporation  permit the  indemnification  under  certain
     circumstances  of directors or officers of the Company and its subsidiaries
     for expenses  incurred in connection with the defense of actions,  suits or
     proceedings  against them as such  directors  or officers.  The Company has
     purchased from the American  International Group a Directors,  Officers and
     Corporate  Liability policy under which the directors and officers of Stone
     & Webster,  Incorporated  and its  subsidiaries and the Company are insured
     against  loss  arising  from any claim made  against  them by reason of any
     wrongful act in their respective capacities.

                                      II-1
The  Shareholders  of the  Company  have  approved  amendments  to the
     Restated  Certificate  of  Incorporation  of the  Company  which  limit the
     personal  liability of the directors to the Company or its Shareholders for
     monetary  damages  arising out of the directors'  breach of their fiduciary
     duty of care under  certain  circumstances,  as  permitted  by the Delaware
     General Corporation Law.

Item 7.  Exemption from Registration Claimed.

                           Not applicable.

Item 8.  Exhibits.

          Certain of the following exhibits are filed herewith. Certain other of
     the  following  exhibits  have  been  filed  with  the  Commission  and are
     incorporated herein by reference.

          4-a  Restated   Certificate  of  Incorporation,   defining  rights  of
               security holders  (Exhibit (3)(a),  Form 10-K for the fiscal year
               ended December 31, 1990 (File No. 1-1228)).

          4-b  Rights  Agreement,  dated as of August 15, 1996,  between Stone &
               Webster,   Incorporated  and  ChaseMellon  Shareholder  Services,
               L.L.C. (Exhibit 1.1, Form 8-A dated August 16, 1996).

          *4-c 1997 Stock Plan for  Non-Employee  Directors  of Stone & Webster,
               Incorporated.

          *5   Opinion  dated  January  14,  1997 of Coudert  Brothers as to the
               legality of securities to be registered.

          *23-a Consent of Coopers & Lybrand L.L.P.

          23-b The consent of Coudert  Brothers is  contained  in the opinion of
               such firm filed herewith as Exhibit 5.

                           -----------------
                           *Filed herewith

Item 9.  Undertakings.

               (1) The  undersigned  registrant  hereby  undertakes (a) to file,
          during  any  period  in  which  offers  or sales  are  being  made,  a
          post-effective amendment to this registration statement (i) to include
          any prospectus  required by Section 10 (a)(3) of the Securities Act of
          1933;  (ii) to reflect in the  prospectus  any facts or events arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement,  and (iii) to  include  any  material
          information  with respect to the plan of  distribution  not previously
          disclosed in the registration statement or any material change to such
          information in the registration  statement;  provided,  however,  that
          paragraphs  (a) (i) and (a)  (ii)  do not  apply  if the  registration
          statement is on Form S-3,  Form S-8 or Form F-3,  and the  information

                                      II-2
required  to  be  included  in a  post-effective  amendment  by  those
          paragraphs is contained in periodic  reports  filed by the  registrant
          pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
          of  1934  that  are  incorporated  by  reference  in the  registration
          statement;  (b) that,  for the purpose of  determining  any  liability
          under the Securities Act of 1933, each such  post-effective  amendment
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof;   and  (c)  to  remove  from   registration  by  means  of  a
          post-effective  amendment any of the securities being registered which
          remain unsold at the termination of the offering.

               (2)  The  undersigned  registrant  hereby  undertakes  that,  for
          purposes of  determining  any liability  under the  Securities  Act of
          1933,  each  filing of the  registrant's  annual  report  pursuant  to
          Section 13(a) or 15(d) of the Securities  Exchange Act of 1934 that is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

               (3) Insofar as indemnification  for liabilities arising under the
          Securities  Act  of  1933  (which  shall  not  include  the  insurance
          described under Item 6 above) may be permitted to directors,  officers
          and controlling  persons of the registrant  pursuant to the provisions
          referred to in the first  sentence  under Item 6 of this  Registration
          Statement,  or otherwise,  the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public policy as expressed in said Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in said Act and will be
          governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  Stone  &
Webster,  Incorporated  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 Boston and Commonwealth of Massachusetts on the
14th day of January, 1997.

                                                  STONE & WEBSTER, INCORPORATED
                                                              (Registrant)

                                                  By    /s/ Jeremiah P. Cronin
                                                        Jeremiah P. Cronin
                                                        Executive Vice President

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

Signature                  Title                                         Date

/s/H. Kerner Smith         President and                        January 14, 1997
H. Kerner Smith            Chief Executive Officer
                           (Principal Executive
                           Officer), and
                           Director

/s/Jeremiah P. Cronin      Executive Vice President             January 14, 1997
Jeremiah P. Cronin         (Principal Financial
                           Officer)

/s/Daniel P. Levy          Corporate Controller                 January 14, 1997
Daniel P. Levy             (Principal Accounting Officer)

/s/Frank J. A. Cilluffo    Director                             January 14, 1997
Frank J. A. Cilluffo

/s/Donna R. Fitzpatrick    Director                             January 14, 1997
Donna R. Fitzpatrick

/s/Kent F. Hansen          Chairman of the Board                January 14, 1997
Kent F. Hansen             and Director

/s/Elvin R. Heiberg, III   Director                             January 14, 1997
Elvin R. Heiberg, III

/s/David N. McCammon       Director                             January 14, 1997
David N. McCammon

                                      II-4
/s/John P. Merrill, Jr.    Director                             January 14, 1997
John P. Merrill, Jr.

/s/J. Angus McKee          Director                             January 14, 1997
J. Angus McKee

/s/Bernard W. Reznicek     Director                             January 14, 1997
Bernard W. Reznicek

/s/Edward J. Walsh         Executive Vice President             January 14, 1997
Edward J. Walsh            and Director

/s/Peter M. Wood           Director                             January 14, 1997
Peter M. Wood

                                      II-5
EXHIBIT INDEX

     Exhibit Number                     Exhibit                       Page
           4-c            1997 Stock Plan for Non-Employee            II-8
                          Directors of Stone & Webster,
                          Incorporated.

           5              Opinion dated January 14, 1997 of          II-13
                          Coudert Brothers as to the
                          legality of securities to be
                          registered.

          23-a            Consent of Coopers & Lybrand L.L.P.        II-15

                                      II-6
EXHIBIT 4-c

                                      II-7
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                                       OF
                          STONE & WEBSTER, INCORPORATED

     1. Purpose

     The purpose of the 1997 Stock Plan for  Non-Employee  Directors  of Stone &
Webster,  Incorporated  (the  "Plan") is to  promote  the  long-term  growth and
financial success of Stone & Webster, Incorporated (the "Company") by attracting
and retaining  non-employee  directors of outstanding ability and by promoting a
greater  identity  of  interest  between  its  non-employee  directors  and  its
stockholders.

     2. Definitions

     The following capitalized terms used herein have the following meanings:

     "Annual  Retainer"  means  the  annual  compensation  to be  paid  to  each
Non-Employee Director in the amount of $8,000.
 
     "Annual  Stock  Grant"  means the annual  stock grant to be awarded to each
Non-Employee Director in the amount of 400 shares of Common Stock.

     "Board of Directors" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means the Compensation  Committee of the Board of Directors or
such  other  committee  of the Board of  Directors  which  shall  succeed to the
functions and responsibilities of the Compensation Committee.

     "Common Stock" means the Company's Common Stock, $1.00 par value per share.

     "Director  Meeting  Fees" means fees earned by  Non-Employee  Directors  by
attendance  at  meetings  of the  Board  of  Directors  and at  meetings  of any
committee  of the Board of Directors  of which such  Non-Employee  Director is a
member.

     "Fair Market Value" means, as of any date of the determination thereof, the
per share price of the last sale of Common  Stock on such date of  determination
or,  if  such  date is not a  trading  date,  on the  trading  date  immediately
preceding such date of determination, based on the composite transactions in the
Common  Stock  as  reported  by  The  Wall  Street  Journal  (or  any  successor
publication thereto).

     "1934 Act" means the Securities Exchange Act of 1934, as amended.

     "Non-Employee   Director"   shall  have  the  meaning  set  forth  in  Rule
16b-3(b)(3) of the 1934 Act.

     3. Term

     The Plan shall become  effective as of the date the Plan is approved by the
Board of Directors.  Once effective,  the Plan shall operate and shall remain in
effect  until  terminated  by action of the Board of  Directors  as  provided in
Section 10 hereof.

                                      II-8
4. Plan Operation

     The Plan is  intended to comply with all  exemptive  conditions  under Rule
16b-3  promulgated  under the 1934 Act. The  Committee  shall have the power and
authority to construe and interpret the provisions of the Plan. Decisions of the
Committee shall be final and conclusive.

     5. Participation

     All Non-Employee Directors shall be eligible to participate in the Plan.

     6. Payment of Annual Retainer; Award of Annual Stock Grant

          (a) Payment of Annual Retainer.  As soon as practicable,  but no later
than 30 days after the first day of each calendar quarter,  each person who is a
Non-Employee  Director at any such first day of a calendar quarter shall be paid
one-fourth  (1/4) of the Annual  Retainer.  A person who becomes a  Non-Employee
Director at any time after the first day of any calendar  quarter shall be paid,
as soon as practicable  but no later than 30 days after the end of such calendar
quarter,  that portion of the Annual Retainer equal to the amount  calculated by
multiplying $8,000 by a fraction,  the numerator of which is the number of whole
months such  person  served as a  Non-Employee  Director  during  such  calendar
quarter (with service by any such Non-Employee  Director for at least 15 days in
any month being  considered  service for a whole month),  and the denominator of
which is 12.

          (b) Award of Annual Stock Grant. As soon as practicable,  but no later
than 30 days after the first day of each calendar quarter,  each person who is a
Non-Employee  Director  at any such  first day of a  calendar  quarter  shall be
awarded that number of shares of Common Stock equal to  one-fourth  (1/4) of the
Annual Stock  Grant.  A person who becomes a  Non-Employee  Director at any time
after  the  first  day of any  calendar  quarter  shall be  awarded,  as soon as
practicable  but no later than 30 days after the end of such  calendar  quarter,
that number of shares of Common Stock (rounded up to the next whole share in the
event of a fractional  share) equal to the amount  calculated by multiplying 400
by a fraction,  the numerator of which is the number of whole months such person
served as a Non-Employee  Director during such calendar quarter (with service by
any  such  Non-Employee  Director  for at  least  15  days  in any  month  being
considered service for a whole month), and the denominator of which is 12.

     7. Director Meeting Fees

          (a)  Election  to Receive  Director  Meeting  Fees in Stock in Lieu of
Cash.  Except as set forth in the Plan,  a  Non-Employee  Director  may elect to
receive  all or a  portion  of  Director  Meeting  Fees in the form of shares of
Common  Stock,  with such  shares of Common  Stock  being  paid in  arrears on a
calendar quarter basis. The number of shares (rounded up to the next whole share
in the  event  of a  fractional  share)  for a  calendar  quarter  payable  to a
Non-Employee  Director (or to any person who was a  Non-Employee  Director for a
portion of such calendar  quarter) who has elected to receive  Director  Meeting
Fees in the form of shares (i) shall be in an amount having the  aggregate  Fair
Market  Value,  as of the first day of any such calendar  quarter,  equal to the
amount of Director Meeting Fees which have been earned in such quarter and which
were elected to be paid in shares of Common Stock, and (ii) shall be received by
the Non-Employee  Director (or any person who was a Non-Employee  Director for a
portion of such calendar  quarter) as soon as practicable,  but no later than 30
days after the end of such calendar quarter.

                                      II-9
(b) Elections. All elections under Section 7(a) for the payment of all
or a portion of Director  Meeting  Fees in the form of Common Stock (i) shall be
made in writing, (ii) shall be delivered to the Secretary of the Company,  (iii)
shall be irrevocable for the calendar year next succeeding such election (or, in
the case of any person who  becomes a  Non-Employee  Director  during a calendar
year, for the remainder of such calendar year during which such Director Meeting
Fees are to be paid to such  Non-Employee  Director in shares of Common  Stock),
and (iv) shall specify the portion (in 25% increments) of such Director  Meeting
Fees to be paid in shares  of Common  Stock.  All such  elections  shall be made
annually  before  the first  meeting  in the  following  calendar  year at which
Director  Meeting  Fees are to be  earned  (or,  in the case of any  person  who
becomes a Non-Employee  Director  during a calendar year,  prior to the date any
such  Director  Meeting  Fees are to be paid to such  Non-Employee  Director  in
shares of Common Stock).

     8. Limitations and Conditions

          (a) Total Number of Shares. The total number of shares of Common Stock
that may be issued to  Non-Employee  Directors under the Plan is 100,000 shares.
The shares of Common  Stock  deliverable  under the Plan may be  authorized  and
unissued shares or reacquired  shares.  The foregoing number may be increased or
decreased by the events set forth in Section 9 below. No fractional shares shall
be issued  hereunder.  In the event a  Non-Employee  Director  is  entitled to a
fractional  share,  such share amount shall be rounded  upward to the next whole
share amount.

          (b) No Additional Rights.  Nothing contained herein shall be deemed to
create a right in any  Non-Employee  Director to remain a member of the Board of
Directors,  to be nominated for  reelection or to be reelected as such or, after
ceasing to be such a member, to receive any cash or shares of Common Stock under
the Plan, except as set forth in the Plan.

     9. Stock Adjustments

     In the  event  that at any time  after the  effective  date of the Plan the
outstanding shares of Common Stock are changed into or exchanged for a different
number or kind of shares of the  Company or other  securities  of the Company by
reason  of  merger,  consolidation,  recapitalization,  reclassification,  stock
split, stock dividend, combination of shares or any similar corporate event, the
Committee may make such  adjustments  in (i) the  aggregate  number of shares of
Common Stock that may be issued under the Plan as set forth in Section  8(a), or
(ii) the class of shares that may be issued under the Plan.

     10. Amendment and Termination

     This Plan may be amended, suspended or terminated by action of the Board of
Directors; provided, however, that the provisions of the Plan may not be amended
more than once every six months, other than to comport with changes in the Code,
the Employee Retirement Income Security Act, or the rules thereunder.

     11. Nonassignability

     No right to  receive  any  shares of Common  Stock  under the Plan shall be
assignable or transferable by such  Non-Employee  Director other than by will or
the laws of descent and distribution.

 
                                     II-10
EXHIBIT 5

                                     II-11
COUDERT BROTHERS
                           1114 Avenue of the Americas
                            New York, New York 10036

January 14, 1997

Stone & Webster, Incorporated
250 West 34th Street
New York, New York  10119

                           Re:      Stone & Webster, Incorporated
                                    Registration Statement on form S-8

Ladies and Gentlemen:

     We have  acted as  counsel  to Stone &  Webster,  Incorporated,  a Delaware
corporation (the  "Corporation"),  in connection with the  Corporation's  filing
with the Securities and Exchange Commission of a Registration  Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act") with  respect to the 1997 Stock Plan for  Non-Employee  Directors of
Stone & Webster,  Incorporated (the "Plan").  The Registration  Statement covers
100,000 shares of the Common Stock,  $1.00 par value,  of the  Corporation  (the
"Shares") to be delivered pursuant to the Plan.

     Based upon  examination  of  originals  or copies,  certified  or otherwise
identified  to our  satisfaction  as being  true  and  correct  copies,  of such
corporate records, certificates of public officials and other documents and upon
such  investigations of law, all as we have considered  necessary or appropriate
for the  purpose  of this  opinion,  we are  pleased  to advise  you that in our
opinion:

          1.   The Corporation is an existing corporation in good standing under
               the laws of the State of Delaware.

          2.   When the  Registration  Statement shall become  effective and the
               Shares are  delivered in  accordance  with the terms of the Plan,
               the Shares will be legally issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement. By giving the foregoing consent, we do not admit that we
are within the category of persons whose consent is required by Section 7 of the
Act.

                                                       Very truly yours,

                                                       /s/Coudert Brothers

                                     II-12
EXHIBIT 23-a

                                     II-13
CONSENT OF INDEPENDENT ACCOUNTANTS
                                    ---------          

     We consent to the incorporation by reference in this Registration Statement
of Stone & Webster,  Incorporated  on Form S-8 of our report dated  February 20,
1996,  on our audits of the  consolidated  financial  statements  and  financial
statement  schedule  of Stone & Webster,  Incorporated  and  Subsidiaries  as of
December 31, 1995 and 1994,  and for each of the three years in the period ended
December 31, 1995,  which report is included in the Company's 1995 Annual Report
on Form 10-K.

     We  further  consent  to the  reference  to our  firm in this  Registration
Statement under the caption "Interests of Named Experts and Counsel."

                                                     /s/COOPERS & LYBRAND L.L.P.

New York, New York
January 14, 1997

                                     II-14