AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1995.

                                                       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
incorporation or organization)             Identification No.)

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


                                    1995 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       $30.94           $3,094,000    $1,066.90  
$1 par value       shares

_________________
(1) The price of $30.94 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 June 19, 1995, 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.

<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, 1994 (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 1995 Annual Meeting of Stockholders.

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, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994, incorporated by reference in this Registration
Statement, have been incorporated herein in reliance upon the report of
Coopers & Lybrand, 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.

                   The Stockholders 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
      Stockholders 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   1995 Stock Plan for Non-Employee Directors of Stone &
                  Webster, Incorporated.

           *5     Opinion dated June 22, 1995 of Mudge Rose Guthrie
                  Alexander & Ferdon as to the legality of securities to be
                  registered.

          *23-a   Consent of Coopers & Lybrand.

           23-b   The consent of Mudge Rose Guthrie Alexander & Ferdon 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 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.

<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 New
York and State of New York on the 21st day of June, 1995.

                                         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/ Bruce C. Coles              Chairman of the Board,          June 21, 1995
Bruce C. Coles                  Chief Executive Officer
                                (Principal Executive
                                Officer), President and
                                Director


/s/ Jeremiah P. Cronin          Executive Vice President        June 21, 1995
Jeremiah P. Cronin              (Principal Financial
                                and Accounting Officer)


/s/ William L. Brown            Director                        June 21, 1995
William L. Brown


/s/ Frank J.A. Cilluffo         Director                        June 21, 1995
Frank J.A. Cilluffo


/s/ Donna R. Fitzpatrick        Director                        June 21, 1995
Donna R. Fitzpatrick


/s/ Kent F. Hansen              Director                        June 21, 1995
Kent F. Hansen


/s/ Elvin R. Heiberg, III       Director                        June 21, 1995
Elvin R. Heiberg, III


/s/ John A. Hooper              Director                        June 21, 1995
John A. Hooper


/s/ J. Angus McKee              Director                        June 21, 1995
J. Angus McKee


/s/ Kenneth G. Ryder            Director                        June 21, 1995
Kenneth G. Ryder


/s/ Meredith R. Spangler        Director                        June 21, 1995
Meredith R. Spangler




<PAGE>

                                     EXHIBIT INDEX



     Exhibit Number             Exhibit                  Page

           4-b           1995 Stock Plan for             II-6
                         Non-Employee Directors
                         of Stone & Webster,
                         Incorporated.

            5            Opinion dated June 22,          II-11
                         1995 of Mudge Rose
                         Guthrie Alexander &
                         Ferdon as to the
                         legality of securities
                         to be registered.

          23-a           Consent of Coopers &            II-14
                         Lybrand.
[{"type": "S-8", "sequence": "1", "description": "S-8 REG. STATEMENT", "secsgml_size_bytes": 14960}]
{"company-data": {"conformed-name": "STONE & WEBSTER INC", "cik": "0000094601", "assigned-sic": "8711", "irs-number": "135416910", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60483", "film-number": "95548631"}, "business-address": {"street1": "250 WEST 34TH ST", "city": "NEW YORK", "state": "NY", "zip": "10119", "phone": "2122907500"}, "mail-address": {"street1": "PO BOX 1244", "city": "NEW YORK", "state": "NY", "zip": "10116"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1995.

                                                       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
incorporation or organization)             Identification No.)

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

                                    1995 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       $30.94           $3,094,000    $1,066.90  
$1 par value       shares

_________________
(1) The price of $30.94 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 June 19, 1995, 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.
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, 1994 (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 1995 Annual Meeting of Stockholders.

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, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994, incorporated by reference in this Registration
Statement, have been incorporated herein in reliance upon the report of
Coopers & Lybrand, 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.

                   The Stockholders 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
      Stockholders 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   1995 Stock Plan for Non-Employee Directors of Stone &
                  Webster, Incorporated.

           *5     Opinion dated June 22, 1995 of Mudge Rose Guthrie
                  Alexander & Ferdon as to the legality of securities to be
                  registered.

          *23-a   Consent of Coopers & Lybrand.

           23-b   The consent of Mudge Rose Guthrie Alexander & Ferdon 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 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.
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 New
York and State of New York on the 21st day of June, 1995.

                                         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/ Bruce C. Coles              Chairman of the Board,          June 21, 1995
Bruce C. Coles                  Chief Executive Officer
                                (Principal Executive
                                Officer), President and
                                Director

/s/ Jeremiah P. Cronin          Executive Vice President        June 21, 1995
Jeremiah P. Cronin              (Principal Financial
                                and Accounting Officer)

/s/ William L. Brown            Director                        June 21, 1995
William L. Brown

/s/ Frank J.A. Cilluffo         Director                        June 21, 1995
Frank J.A. Cilluffo

/s/ Donna R. Fitzpatrick        Director                        June 21, 1995
Donna R. Fitzpatrick

/s/ Kent F. Hansen              Director                        June 21, 1995
Kent F. Hansen

/s/ Elvin R. Heiberg, III       Director                        June 21, 1995
Elvin R. Heiberg, III

/s/ John A. Hooper              Director                        June 21, 1995
John A. Hooper

/s/ J. Angus McKee              Director                        June 21, 1995
J. Angus McKee

/s/ Kenneth G. Ryder            Director                        June 21, 1995
Kenneth G. Ryder

/s/ Meredith R. Spangler        Director                        June 21, 1995
Meredith R. Spangler
EXHIBIT INDEX

     Exhibit Number             Exhibit                  Page

           4-b           1995 Stock Plan for             II-6
                         Non-Employee Directors
                         of Stone & Webster,
                         Incorporated.

            5            Opinion dated June 22,          II-11
                         1995 of Mudge Rose
                         Guthrie Alexander &
                         Ferdon as to the
                         legality of securities
                         to be registered.

          23-a           Consent of Coopers &            II-14
                         Lybrand.