<PAGE>
 
  As filed with the Securities and Exchange Commission on February 3, 1998
                                                 Registration No. 333-       
_____________________________________________________________________________
_____________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

                           REGISTRATION STATEMENT

                                    Under

                         THE SECURITIES ACT OF 1933
                               _______________

                        JACOBS ENGINEERING GROUP INC.
             (Exact name of issuer as specified in its charter)

                 Delaware                            95-4081636
          (State of Incorporation)      (I.R.S. Employer Identification No.)

                          1111 South Arroyo Parkway
                         Pasadena, California 91105
        (Address of principal executive offices, including zip code)

                            ____________________

                        JACOBS ENGINEERING GROUP INC.
                        1981 EXECUTIVE INCENTIVE PLAN
                          (Full title of the Plan)

                            ____________________

                            John W. Prosser, Jr.
                          1111 South Arroyo Parkway
                         Pasadena, California 91105
                               (626)  578-3500
          (Name, address and telephone number of agent for service)

                              With a copy to:
                              David F. Morgan
                       Barton, Klugman & Oetting LLP
                          333 South Grand Avenue
                       Los Angeles, California 90071
                              (213) 621-4000

Approximate date of commencement of proposed sales pursuant to the Plan:  As
soon as practicable after the Registration Statement becomes effective.

                       CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
===============================================================================================================
                                                     Proposed maximum    Proposed maximum        
       Title of                    Amount being       offering price         aggregate          Amount of       
Securities being registered         registered           per unit*        offering price*    registration fee 
---------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                <C>                 <C>   
 Common Stock, $1.00 per value......  1,200,000          $27.28           $32,736,000          $9,658,00
===============================================================================================================
</TABLE> 
                                                              
*  Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(h) based upon the average of the high and low prices
   of the Common Stock of Jacobs Engineering Group Inc. as reported in the
   New York Stock Exchange composite transactions report for January 29,
   1998.
                            ____________________

     Pursuant to Rule 429 this Registration Statement and the Prospectus
contained herein also relate to the Incentive Awards registered by the above
issuer on Form S-8, File No. 33-45914, as to which there are now 46,850
shares remaining in the reserve with respect to which the issuer has
previously paid a filing fee of $511.00.

______________________________________________________________________________
______________________________________________________________________________
<PAGE>
 
PROSPECTUS


                        JACOBS ENGINEERING GROUP INC.
              1,200,000 Shares of Common Stock ($1.00 Par Value)
                     Under 1981 Executive Incentive Plan


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

                         Offered as set forth herein
                    to directors and eligible employees of

                        JACOBS ENGINEERING GROUP INC.

              and to eligible employees of certain subsidiaries
                               pursuant to the

                        JACOBS ENGINEERING GROUP INC.
                        1981 EXECUTIVE INCENTIVE PLAN

                           ------------------------
                                                      
       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.

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

          No person has been authorized to give any information or to make any
representations other than contained in this Prospectus in connection with the
offer made hereby, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  Neither the
delivery of this Prospectus nor any sale made hereunder at any time shall
imply that the information herein is correct as of any time subsequent to the
date hereof.  This Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or
solicitation.

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

               The date of this Prospectus is February 3, 1998

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
<PAGE>
 
                         TABLE OF CONTENTS
<TABLE> 
<CAPTION> 
                                                                   Page
<S>                                                                <C> 
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                                                                      
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . .   1
                                                                      
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . .   2
                                                                      
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                                                                      
History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                                                                      
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                                                                      
Administration . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                                                                      
Eligible Employees . . . . . . . . . . . . . . . . . . . . . . . .   4
                                                                      
Forms of Incentive Awards Under the Plan . . . . . . . . . . . . .   5
                                                                      
Termination, Amendment or Discontinuance of the Plan . . . . . . .   7
                                                                      
Effect of Certain Capital Changes on Incentive Awards. . . . . . .   7
                                                                      
Payment of Withholding Taxes . . . . . . . . . . . . . . . . . . .   8
                                                                      
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . .   8
                                                                      
Incentive Awards . . . . . . . . . . . . . . . . . . . . . . . . .   8
                                                                      
Nonqualified Stock Options . . . . . . . . . . . . . . . . . . . .   8
                                                                      
Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . .   9
                                                                      
Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . .   9
                                                                      
Stock Appreciation Rights. . . . . . . . . . . . . . . . . . . . .   9 

Alternative Minimum Tax. . . . . . . . . . . . . . . . . . . . .    10
                                                                      
Disallowed Investment Interest . . . . . . . . . . . . . . . . .    10
                                                                      
Disposition of Shares. . . . . . . . . . . . . . . . . . . . . .    10
                                                                      
Withholding Taxes. . . . . . . . . . . . . . . . . . . . . . . .    10
                                                                      
State Income Taxes . . . . . . . . . . . . . . . . . . . . . . .    10
</TABLE> 
                                       i
<PAGE>
 
                         TABLE OF CONTENTS
                            (Continued) 
<TABLE> 
<CAPTION> 
                                                                   Page
<S>                                                                <C> 
Outside Director Stock Options . . . . . . . . . . . . . . . . .    10
                                                                      
OUTSIDE DIRECTOR STOCK OPTIONS . . . . . . . . . . . . . . . . .    10
                                                                      
SECURITIES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . .    12
                                                                      
INCENTIVE AWARDS AND STOCK OPTIONS OUTSTANDING . . . . . . . . .    12
                                                                      
PLAN NOT SUBJECT TO ERISA. . . . . . . . . . . . . . . . . . . .    13
                                                                      
FEDERAL SECURITIES LAW ASPECTS . . . . . . . . . . . . . . . . .    13
                                                                      
DISCLOSURE OF COMMISSION POSITION ON                                  
 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES  . . . . . . . .    15
                                                                      
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
                                                                      
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . .    15 
</TABLE> 

                                      ii
<PAGE>
 
                                   THE COMPANY

          The Company was incorporated under the laws of the State of Delaware
on January 8, 1987. On March 4, 1987, it succeeded by merger to the business and
assets of Jacobs Engineering Group Inc., a California corporation that in 1974
had succeeded to a business commenced in 1947.  Unless the context otherwise
requires, all references herein to the "Company" are to both the Delaware
corporation and its predecessors.  The executive offices of the Company are
located at 1111 South Arroyo Parkway, Pasadena, California 91105, telephone
(626) 578-3500.

                             AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  These reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Commission's Regional Offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10007.
Copies of such materials can also be obtained from the Public Reference Section
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates and can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10006.

          The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933 with respect to the
securities offered hereby.  This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.  For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
and financial statements and schedules filed therewith or incorporated therein
by reference. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or incorporated therein by reference, each
statement being qualified in its entirety by such references.  The Registration
Statement, including the exhibits thereto, may be inspected without charge at
the Commission's principal office in Washington, D.C., and copies of any and all
parts thereof may be obtained from such office after payment of the fees
prescribed by the Commission.

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

          The Company furnishes to its stockholders and will furnish to holders
of options and other Incentive Awards under the Plan described in this
Prospectus copies of its Proxy Statements, Annual Financial Statements and
Reviews of Operations accompanied by the reports of its independent auditors,
and Summary Annual Reports, as well as semi-annual reports containing unaudited
financial information.

                                       1
<PAGE>
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          There are incorporated herein by reference the following documents of
the Company heretofore filed with the Commission:

          (1)  The Annual Report on Form 10-K of the Company for the year ended
     September 30, 1997;

          (2)  The description of the Common Stock of the Company contained in
     its Registration Statement on Form 8-A dated November 16, 1989; and

          (3)  Rights Agreement dated as of December 20, 1990 by and between the
     Company and First Interstate Bank, Ltd. as Rights Agent.  Filed as Exhibit
     4.4 to the Company's Quarterly Report on Form 10-Q for the period ended
     June 30, 1995.

          In addition, all reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 subsequent to the date of this Prospectus and prior to the filing of a
post-effective amendment that indicates that all securities offered hereunder
have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.

          From time to time, the Company may also update the information
contained in this Prospectus either by (i) preparing a Supplement to the
Prospectus setting forth such updated information, or (ii) setting forth such
updated information in the Company's Proxy Statement, Annual Financial
Statements and Review of Operations or Summary Annual Report to Stockholders,
and such information shall be deemed to be incorporated by reference herein.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained in any
other subsequently filed document modifies or replaces such statement.  Any such
statement so modified or superseded cannot be deemed to constitute a part of the
Prospectus, except as so modified or superseded.

          The Company has furnished, or will furnish, to each person to whom
this Prospectus is given copies of the Company's Proxy Statement, Annual
Financial Statements and Review of Operations and Summary Annual Report to
Stockholders for its most recent fiscal year.  The Company will also deliver to
all persons participating in the Plan who do not otherwise receive such
materials copies of all reports and other communications distributed to
shareholders generally.  In the future these materials may be posted to the
Company's local area networks or delivered to such persons by Company e-mail.

          The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all documents incorporated herein by reference, including the Plan
(other than exhibits to such documents).  Such persons may obtain copies of any
of the documents referred to in this section of the Prospectus from John W.
Prosser, Jr., Senior Vice President, Finance and Administration and Treasurer,
Jacobs Engineering Group Inc., P.O. Box 7084, Pasadena, California 91109-7084,
telephone (626) 578-3500.

                                       2
<PAGE>
 
                                    THE PLAN

HISTORY

          The Jacobs Engineering Group Inc. 1981 Executive Incentive Plan (the
"Plan") was adopted by the Board of Directors of the Company on October 29, 1980
and was approved by the shareholders of the Company at the annual meeting of
shareholders on February 10, 1981.  The Plan was subsequently amended by the
shareholders to increase the number of shares covered by the Plan, to provide
that Incentive Stock Options and Outside Director Stock Options may be granted
under the Plan and to extend the expiration date of the Plan.  At their annual
meeting on February 11, 1997 the shareholders of the Company approved the
addition of 1,200,000 shares to the reserve for the Plan and extended the
expiration date of the Plan to March 1, 2001.

          As a result of these changes, the Plan now provides for two separate
categories of awards:

          (a) The "Incentive Awards" ( as described below under "The Plan -
Forms of Incentive Awards Under the Plan") that may be granted only to salaried
employees of the Company, including directors and officers; and

          (b) "Outside Director Stock Options" that may be granted only to
directors of the Company who are not employees.

This Prospectus describes both categories of awards.

          The following table presents the cumulative activity of the Plan since
its inception through January 21, 1998, as well as its current status:

<TABLE>
<S>                                                              <C>
          Total number of shares authorized for issuance          5,281,128
 
          Total number of shares subject to options granted
               since inception                                   (5,112,104)
 
          Total number of shares relating to terminated or
               expired options since inception                    1,153,326

          Total number of shares issued pursuant to
               restricted stock awards since inception              (75,500)
                                                                 ----------

          Total number of shares available for grant as
               of January 21, 1998                                1,246,850
                                                                 ==========
</TABLE> 

With respect to the Outside Director Stock Option segment of the Plan (the
activity of which is included in the above table), there were at January 21,
1998, a total of 100,000 shares authorized for issuance.  There were at that
date options outstanding to purchase a total of 47,250 shares of Common Stock,
and there have been since inception a total of 1,000 shares issued through the
exercise of options.

                                       3
<PAGE>
 
PURPOSE

          The purpose of the Plan is to attract and retain, and to provide an
incentive for, the officers, directors and key employees of the Company and its
subsidiaries.

ADMINISTRATION

          The Incentive Awards granted under the Plan are administered by the
Compensation and Benefits Committee of the Board of Directors of the Company
(the "Committee") presently consisting of four Directors appointed by the Board
of Directors of the Company.  The Board of Directors may at any time remove
members from, or add members to, the Committee.  The members of the Committee
receive no compensation from the Plan and may not receive awards under the Plan
other than Awards made under the Outside Director Stock Option provisions of the
Plan, but they are compensated by the Company for their services as members of
the Committee.  The Committee is authorized to approve grants of Incentive
Awards under the Plan, to interpret the Plan, to fix the forms and terms of
options or Incentive Awards and the time of issuance, and to implement any
provision of the Plan by appropriate rules and determinations.  The terms of
Incentive Awards approved by the Committee need not be identical.  The Company
will, on request, send to each employee receiving Incentive Awards under the
Plan a report summarizing the amount and status of outstanding Incentive Awards
held by such employee.

          The names of the present members of the Committee, all of whom are
Directors of the Company, are as follows:  Linda Fayne Levinson, Robert B. Gwyn,
James Clayburn LaForce (Chairman), and Dale R. Laurance.

          The Committee has no authority over the Outside Director Stock Option
provisions of the Plan; grants of Outside Director Stock Options are made
automatically pursuant to a fixed formula included in the Outside Director Stock
Option provisions of the Plan in order to exempt such provisions from Section
16(b) of the Securities Exchange Act of 1934, as amended, pursuant to the
provisions of Rule 16b-3 of the Securities Exchange Commission thereunder. See
"Federal Securities Law Aspects", below.

          Additional information about the Plan and its administration may be
obtained from the Company's Chief Financial Officer, John W. Prosser, Jr., at
the address and telephone number shown above.

ELIGIBLE EMPLOYEES

          The Committee will determine from time to time those employees of the
Company and its subsidiaries who are to be granted Incentive Awards under the
Plan, the type of Incentive Award to be granted and the number of shares of
Common Stock to be subject to each award.  Only officers and key employees of
the Company and its subsidiaries are eligible to receive Incentive Awards under
the Plan.  The Company estimates that there are approximately 350 employees of
the Company and its subsidiaries eligible to receive Incentive Awards under the
Plan.  There are presently 181 employees and Outside Directors holding options
under the Plan.  There are also 17 employees holding a total of 75,500 shares of
Restricted Stock.  No other type of Incentive Award has been granted under the
Plan.  No employee is obligated to accept any option or other form of award
under the Plan or to exercise any rights under any such option or other award.

                                       4
<PAGE>
 
FORMS OF INCENTIVE AWARDS UNDER THE PLAN

          The Plan provides for four types of Incentive Awards ("Incentive
Awards"):  Nonqualified stock options; incentive stock options; restricted
stock; and stock appreciation rights.  Each of these forms of Incentive Award is
discussed below.

          1. Stock Options.  Except as noted below, the terms upon which
             -------------                                              
nonqualified stock options and incentive stock options may be granted are
identical.

          A nonqualified stock option grants the right to purchase Common Stock
of the Company at a price that may not be less than 85% of the fair market value
of the Common Stock on the date the option is granted.  The exercise price of an
incentive stock option may not be less than 100% of the fair market value of the
Common Stock on the date of grant, and an incentive stock option must comply
with certain additional requirements of Section 422 of the Internal Revenue Code
of 1986.

          The terms and conditions of the options will be subject to and
evidenced by an agreement executed by the option holder.  All such agreements
will require the optionee to remain in the employ of the Company or a subsidiary
for a period of at least one year following the date of the grant of the option.
A stock option will become exercisable in such amounts and during such time
periods as the Company may in its sole discretion determine and provide in the
option agreement.  In no event, however, shall a stock option be exercisable
after the expiration of the tenth year following the date on which the option is
granted.  Option holders should refer to their option agreements to determine
the dates during which their options are exercisable.

          Options may not be transferred by the optionee other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act.

          Except as set forth in this Prospectus all options terminate when an
optionee ceases to be employed by the Company or a subsidiary.  If an optionee
ceases to be an employee of the Company for any reason other than termination
for cause, then the options held by such optionee may thereafter be exercised
for no more than the number of shares for which the options may be exercised on
the date of such cessation of employment.  If the optionee's right to exercise
survives cessation of employment, then, unless the cause of such cessation is
death or disability, as described in the next paragraph, the options may be
exercised until the earlier of the normal expiration date of the option or a
period of three months following the date the optionee's employment ceases.

          If an optionee is permanently and totally disabled or dies while
employed by the Company or during a period of time following the optionee's
retirement or termination when the option could be exercised, then the option
may be exercised (to the extent it is exercisable at the date of death or
disability) at any time until the earlier of the normal expiration date of the
option or one year following the date of disability or death.  If the optionee
has died or if the optionee's disability makes it impracticable for the optionee
to exercise the option, then the optionee's executor, trustee, conservator or
other personal representative may exercise the option.

          If an optionee is dismissed for cause, of which the Committee will be
the sole judge, then all options held by such optionee shall immediately
terminate.

                                       5
<PAGE>
 
          If the Committee determines that for the purpose of the Plan an
optionee who is on a leave of absence is to be considered as in the employ of
the Company, then the optionee may exercise the option as to the number of
shares for which it was exercisable at the commencement of the leave of absence.
A leave of absence does not extend the term of a stock option.

          A person electing to exercise a stock option must give written notice
to the Company of such election and of the number of shares he has elected to
purchase and tender the full purchase price for such shares.  The purchase price
must be paid in cash or its equivalent acceptable to the Company.  In the sole
discretion of the Committee, the purchase price may be paid by the assignment
and delivery to the Company of Common Stock of the Company already owned by the
option holder or a combination of cash and such shares equal in value to the
option exercise price.  The shares surrendered by the optionee will be valued
for such purpose at their fair market value on the date of exercise as
determined by the Company.

          2. Restricted Stock.  The Company may award to an employee "restricted
             ----------------                                                   
stock" that cannot be sold, exchanged, donated, pledged, hypothecated or
otherwise transferred during the employee's lifetime or on his death unless or
until the restrictions on such transfer have lapsed.  These restrictions are
referred to in the Plan as "Forfeiture Restrictions".

          The Forfeiture Restrictions will lapse, thus allowing the holder of
restricted stock to sell or otherwise transfer his restricted stock, upon the
expiration of the period of time fixed by agreement with the employee upon
issuance of the restricted stock.  However, the Forfeiture Restrictions may not
be removed sooner than as provided in the following schedule:

                                                   Stock Free of
      Time From Date                                Forfeiture
         of Grant                                   Restrictions
      --------------                                ------------

     After first year................................    20%
     After second year...............................    40%
     After third year................................    60%
     After fourth year...............................    80%
     After fifth year................................   100%

          In the event of termination of the employee's employment with the
Company for any reason (including death, unless the Company in its sole
discretion decides to terminate the Forfeiture Restrictions following the death
of such employee), the employee is obligated, for no consideration, to forfeit
and surrender the restricted stock to the Company to the extent that the
restricted stock is still subject to the Forfeiture Restrictions.

          In order to enforce the restrictions imposed upon the restricted
stock, certificates representing restricted stock may be appropriately legended
to reflect the Forfeiture Restrictions.  In addition, the Company may require
that such certificates will remain in the physical custody of the Company until
the Forfeiture Restrictions imposed on the restricted stock expire or have been
removed.

          3. Stock Appreciation Rights.  The Company may grant employees stock
             -------------------------                                        
appreciation rights in conjunction with an option pursuant to which the holder
can elect to exercise the stock appreciation right and surrender the related
unexercised option in exchange for cash and/or shares in an amount equivalent to
the excess of the fair market value of the option shares as of the date of
exercise over the purchase price 

                                       6
<PAGE>
 
specified in the option agreement for such shares. The Plan confers on the
Company discretion to make payment in shares or in cash with the intent that, in
most instances, payment will be made 50% in cash and 50% in Common Stock.

          A stock appreciation right is exercisable only at the time or times,
and only to the extent, that the related option is exercisable.  A stock
appreciation right is not transferable except to the extent that a related
option may be transferable.

          To the extent that options are exercised, any related stock
appreciation right will be proportionately reduced by the number of shares equal
to the number of shares with respect to which the options are exercised.

TERMINATION, AMENDMENT OR DISCONTINUANCE OF THE PLAN

          The Plan terminates on March 1, 2001, and no Incentive Awards or
Outside Director Stock Options may be granted under the Plan after that date,
but such termination will not affect any Incentive Awards or Outside Director
Stock Options granted prior to that date that by their terms expire after that
date.

          The Board of Directors of the Company may in its discretion amend,
suspend or terminate the Plan at any time.  However, no amendment, suspension or
termination may alter, terminate, impair or adversely affect any Incentive
Awards or Outside Director Stock Options previously granted under the Plan
without the consent of the holder.  In addition, the Board of Directors may not
amend the Outside Director Stock Option provisions of the Plan more often than
every six months other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act or the rules and regulations
thereunder.

EFFECT OF CERTAIN CAPITAL CHANGES ON INCENTIVE AWARDS

          If the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares of other
securities are distributed with respect to such shares as a result of a merger,
consolidation, recapitalization or other reorganization, stock dividend, stock
split or similar distribution of securities of the Company, then an appropriate
and proportionate adjustment will be made in the Incentive Awards that have been
or may be granted under the Plan.

          However, in the event of a dissolution or liquidation of the Company
or upon a reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the Company is not the surviving
corporation, or upon a sale of all or substantially all of the assets of the
Company, all Incentive Awards then outstanding under the Plan will be fully
vested and exercisable and all Forfeiture Restrictions will be removed unless
provision is made in connection with the transaction for the continuation  of
the Plan and the assumption or substitution for such Incentive Awards of new
Incentive Awards covering the stock of the successor corporation (or a parent or
subsidiary of that corporation) with appropriate adjustment as to the number and
kind of shares and prices.

          If the employment with the Company of a holder of an Incentive Award
is terminated for any reason within three years following a "change in control"
of the Company, then all options and stock appreciation rights held by him under
the 1981 Plan will be fully vested and exercisable, and all forfeiture

                                       7
<PAGE>
 
provisions imposed on restricted stock will lapse.  A "change in control" means
a change in control of such a nature that it would be required to be reported to
the Commission, and in any event will be deemed to have occurred if (i) any
person is or becomes the beneficial owner, directly or indirectly, of securities
representing 25% or more of the combined voting power for election of directors
of the Company, (ii) during any period of two consecutive years or less
individuals who at the beginning of the period constituted all of the members of
the Board of Directors of the Company fail to constitute at least a majority of
the Board of Directors, unless the election or nomination for election of each
new director was approved by a vote of at least two-thirds of the directors
still in office who were directors at the beginning of the period, (iii) the
shareholders of the Company approve any merger as a result of which the Common
Stock would be changed, converted or exchanged for the shares of another
corporation, any liquidation of the Company or any sale or other disposition of
50% or more of the assets or earning power of the Company, or (iv) the
shareholders of the Company approve a merger as a result of which persons who
were shareholders of the Company immediately prior to the merger will have
beneficial ownership of less than 50% of the combined voting power for the
election of directors of the surviving corporation following the merger.
However, in no such event will a change in control be deemed to have occurred
if, prior to the occurrence of one of the events listed above that would
otherwise cause a change in control, the Board of Directors determines that such
event will not constitute a change in control.

PAYMENT OF WITHHOLDING TAXES

          The Plan permits the use, in the sole discretion of the Committee, of
shares of Common Stock of the Company to pay local, state, federal and foreign
withholding taxes due on the exercise of an option based upon the closing price
of the stock on the New York Stock Exchange on the date such tax is due (the
"Tax Date"), which is normally the date of exercise.

          Optionees may pay such taxes either by assigning shares of Common
Stock of the Company to the Company or by authorizing the Company to withhold
from the shares to be acquired upon such exercise shares of such stock with a
value on the Tax Date equal to the closing price on that date.

          In no event may the amount of withholding taxes to be satisfied with
Common Stock of the Company exceed an amount determined by the maximum tax rate
applicable to the optionee under applicable federal, state and local income tax
laws.

                        FEDERAL INCOME TAX CONSEQUENCES

          The following summary of federal income tax rules applicable to
Incentive Awards and Outside Director Stock Options under the Plan does not
purport to be complete.  Holders of Incentive Awards, including holders of stock
options, should consult their tax advisers regarding the tax consequences
thereof, including the tax consequences of exercising stock options and of
disposing of shares acquired upon the exercise thereof.

INCENTIVE AWARDS

           Nonqualified Stock Options.  With respect to nonqualified stock
          ---------------------------                                     
options the difference between the option price and the fair market value of the
Common Stock of the Company at the date the option is exercised is taxable as
ordinary income to the optionee and is deductible by the Company for federal
income tax purposes.  Subject to restrictions concerning the timing of purchases
and sales of securities of the Company imposed by the federal securities laws,
the option holder may dispose of his stock at any time.  See 

                                       8
<PAGE>
 
"Federal Securities Law Aspects", below. The option holder's holding period for
such stock will run from the date the stock is issued.

          Generally, when a holder of stock acquired upon exercise of a
nonqualified stock option sells such stock, his basis therein will be the
original purchase price plus the amount of ordinary income on which he was taxed
at the time of the exercise, and any gain or loss realized on such basis will be
capital gain or loss.

          Incentive Stock Options.  An optionee will not be taxed upon the
          -----------------------                                         
exercise of an incentive stock option, unless the alternative minimum tax,
discussed below, applies.

          If the optionee holds the incentive stock option shares for a period
ending on the later of (i) one year from the date the shares are transferred to
the optionee upon exercise of the option, or (ii) two years from the date the
option is granted, then the optionee will recognize any gain or loss (based on
the difference between the purchase price of the shares and the price received
on their sale) on the sale of the shares as capital gain or loss, and the
Company will not be entitled to any federal income tax deduction.

          However, a "disqualifying disposition" will occur if the optionee
disposes of the shares after two years from the date of the granting of the
incentive stock option, but within one year after the transfer of the shares to
him.  In such case the optionee will realize ordinary income in an amount equal
to the difference between the exercise price and the value of the shares at the
time of exercise, even if the sales price is less than the value of the shares
at the time of exercise.  The excess, if any, will be capital gain.

          If the optionee disposes of the shares after holding them for more
than one year following the date of exercise but within two years after the date
the incentive stock option was granted to him (currently not possible under the
Plan), then any gain realized will be taxed as ordinary income in the year of
sale in an amount equal to the difference between the exercise price and either
the value of the shares at the time of exercise or the sale price, whichever is
less, and the excess, if any, of the sales price over the value of the shares at
the time of exercise will be treated as capital gain.

          The Company will be entitled to a deduction for federal income tax
purposes in an amount equal to the ordinary income, if any, recognized by the
optionee upon disposition of the shares.  If an optionee exercises an incentive
stock option and makes payment therefor with shares of the Company, neither the
optionee nor the Company will recognize gain or loss at the time of exercise.

          Restricted Stock.  An employee receiving restricted stock under the
          ----------------                                                   
Plan will not realize any income upon receipt of the restricted stock, nor will
the Company be entitled to a deduction for federal income tax purposes in the
year the restricted stock is received by the employee.  Ordinary income will be
realized by the holder at the time that the restricted stock is vested in the
employee and is no longer subject to a substantial risk of forfeiture - that is,
at the time the Forfeiture Restrictions have expired or are removed. The amount
of such ordinary income will be equal to the fair market value of the restricted
stock on the date that the Forfeiture Restrictions with respect to such shares
have been removed and the Company will be entitled to a tax deduction in the
same amount as such income.

          Stock Appreciation Rights.  An employee receiving a stock appreciation
          -------------------------                                             
right in conjunction with an option under the Plan will  not realize any income
upon receipt of the stock appreciation right, nor will the Company be entitled
to a deduction for federal income tax purposes in the year of grant.  Ordinary
income will be realized by the holder at the time the rights are exercised and
the shares are transferred or the

                                       9
<PAGE>
 
cash paid to him. The amount of such income will be equal to the cash received
and/or the fair market value of shares received.

           Alternative Minimum Tax.  The amount by which the fair market value
          ------------------------                                            
of stock acquired on the exercise of an incentive stock option exceeds the
option price constitutes an adjustment item for purposes of the alternative
minimum tax.  For alternative minimum tax purposes, stock acquired upon the
exercise of an incentive stock option has a tax basis that includes the
incentive stock option preference.

           Disallowed Investment Interest.  When money is borrowed to purchase
          -------------------------------                                     
shares by means of the exercise of stock options, interest paid on the amount
borrowed will be treated as investment interest. There are limits on the amount
of investment interest that is deductible.

          Disposition of Shares.  When an employee disposes of restricted stock
          ---------------------                                                
or shares acquired pursuant to a stock appreciation right, any amount received
in excess of the basis of such shares will be treated as capital gain.  The
employee's basis in the shares so acquired will be equal to any amount paid for
the shares plus the amount of any compensation includable in his gross income by
virtue of his receipt of the shares.  If the amount received is less than the
basis of the shares, the loss will be treated as a capital loss.

          Withholding Taxes.  The Company may make any provision that it deems
          -----------------                                                   
appropriate for the withholding of taxes required to be withheld under any
applicable federal, state or local law.  The Company is required to withhold
whenever the employee recognizes ordinary income as described above.

           State Income Taxes.  All optionees, including outside directors,
          -------------------                                              
should also be aware that the consequences under applicable state income tax
laws may not be the same as under the federal income tax laws.

OUTSIDE DIRECTOR STOCK OPTIONS

          Holders of Outside Director Stock Options will not recognize any
income upon the receipt of an Outside Director Stock Option, and the Company
will not be entitled to a deduction for federal income tax purposes in the year
of grant.  Ordinary income will be realized by the holder at the time the
Outside Director Stock Option is exercised and the shares delivered to the
holder.  The amount of such income will be the difference, if any, between the
option price and the Fair Market Value of the shares on the date of exercise.
The Company is not currently required to withhold any income tax with respect to
such income. The Company will be entitled to a deduction at the same time and in
the same amount as the ordinary income the holder is deemed to have realized at
the time of exercise.  When the holder of stock acquired upon the exercise of an
Outside Director Stock Option disposes of the shares, the difference between the
sales price and the holder's tax basis in such shares will be treated as capital
gain or loss.

                         OUTSIDE DIRECTOR STOCK OPTIONS

          Under the Outside Director Stock Option provisions of the Plan all
outside directors (directors who are not employed by the Company) in office on
April 1, 1993 or thereafter are automatically granted a nonqualified stock
option for 2,000 shares of common stock on the first day of the month following
the date of their election to office. The directors in office on April 1, 1993
were automatically granted such options for 2,000 shares on April 1, 1993.  In
addition, on March 1 of each year thereafter until the Plan expires on all
outside directors are automatically granted additional Outside Director Stock
Options for 1,000 shares each.  Since the Plan now expires on March 1, 2001, the
last grant of Outside Director Stock Options will 

                                       10
<PAGE>
 
be on April 1, 2000, except that Directors elected after that date but before
March 2, 2001, will receive an initial grant of an option for 2,000 shares. The
amounts of these grants are fixed by the Plan and are not subject to adjustment
for stock dividends, stock splits or other similar changes in the capitalization
of the Company.

          The option price of shares subject to Outside Director Stock Options
is the Fair Market Value of the shares on the date of grant. For this purpose
"Fair Market Value" means the greater of the average of the closing prices of
the common stock of the Company as reported in the composite transaction reports
of the New York Stock Exchange for the ten trading days ending on the second
trading day prior to the date of grant or the closing price reported for the
date of grant.

          Outside Director Stock Options are exercisable in four successive
annual installments of 25% of each option commencing one year following the date
of grant and expire ten years following the date of grant unless sooner
exercised or terminated.  No installment of an Outside Director Stock Option
that has not become exercisable on the date on which the holder of the option
ceases to be a director of the Company for any reason will thereafter become
exercisable.

          If the holder of an Outside Director Stock Option retires, resigns or
is replaced as a director for any reason other than death, retirement or
disability while holding such an option, then the option will expire on the
later of three months from retirement or one year following the date of death if
the holder dies within the three-month period.  Otherwise the option will expire
one year from the date of death of the holder or, in the case of disability, one
year from the date upon which the holder resigns from the Board by reason of
such disability.  If an Outside Director retires, then the option will terminate
one year from the date of retirement, or one year from the date of death if the
director dies during the year following retirement.  For this purpose
"retirement" means a director's resignation from the Board of Directors after
having served for at least five years as a director and having attained the age
of 70 years.

          Outside Director Stock Options may not be transferred other than by
will, the laws of descent and distribution or pursuant to a qualified domestic
relations order.  After the death of the holder of an Outside Director Stock
Option the exercisable portion may be exercised by the director's personal
representative or any person empowered to do so during the time periods stated
above.

          When exercising an Outside Director Stock Option the holder may pay
for the shares in cash or with shares of common stock of the Company having a
total Fair Market Value on the date of exercise equal to the total option price
of the shares being purchased.

          Outside Director Stock Options are not subject to the Change of
Control provisions of the 1981 Plan.  See "The Plan - Termination, Amendment or
Discontinuance of the Plan", above.  However, upon the dissolution or
liquidation of the Company or upon a reorganization, merger or consolidation of
the Company with one or more other companies as a result of which the Company is
not the surviving corporation or upon the sale or substantially all of the
assets of the Company all Outside Director Stock Options then outstanding become
fully vested and exercisable unless provisions are made in connection with such
transaction for the continuation of the Outside Director Stock Option provisions
of the Plan or the assumption or substitution of new options for stock of the
successor corporation for the old options by the successor corporation, with
appropriate adjustments as to the number and kind of shares and prices.

                                       11
<PAGE>
 
          If the Outside Director Stock Option is exercised by anyone other than
the outside director to whom it was granted, then the Company may request
reasonable proof, satisfactory to it, of the authority of such person to
exercise the option.

          If income tax withholding on the exercise of an Outside Director Stock
Option is hereafter imposed, then all or any portion of any federal, state,
local or foreign taxes required to be withheld may be satisfied by the option
holder's electing in writing either to deliver common stock of the Company with
a Fair Market Value on the date such withholding is required to be made equal to
the taxes required to be withheld, or to request that the Company withhold from
the shares to be issued on the exercise common stock with a Fair Market Value on
the date such withholding is required to be made equal to the amount of taxes to
be withheld. In no event may the amount of taxes to be satisfied by these
procedures exceed the total amount of taxes payable by the option holder with
respect to the exercise computed at the maximum rate applicable to the holder at
the time of election.

          The election to use shares of common stock to satisfy withholding
taxes must be made in a written instrument signed by the holder and specifying
the number of shares to be withheld or formula pursuant to which the number of
shares to be withheld may be determined and made irrevocable; or it must be made
in compliance with then effective Rules and Regulations of the Securities and
Exchange Commission.

                         SECURITIES SUBJECT TO THE PLAN

          The only class of securities of the Company issuable under the Plan is
the Common Stock ($1.00 par value) of the Company.  The shares to be delivered
under the Plan may be made available, at the discretion of the Board of
Directors, from either authorized but unissued shares or shares purchased on the
open market.  If any outstanding option under the Plan expires or is terminated
for any reason, or if any restricted stock is forfeited for any reason, then the
unpurchased shares subject to the option and the restricted stock that is
forfeited again becomes available for issuance under the Plan, but shares as to
which an option has been surrendered in connection with the exercise of a
related stock appreciation right do not become available for issuance under the
Plan.

                 INCENTIVE AWARDS AND STOCK OPTIONS OUTSTANDING

          On January 21, 1998 there were nonqualified stock options outstanding
under the Plan for 1,942,054 shares at exercise prices ranging from $5.31 to
$28.20, with an average price for all outstanding options of $22.84.  On the
same date there were 1,246,850 shares available for the grant of Incentive
Awards under the Plan.

          Included in the number of nonqualified stock options outstanding as of
January 21, 1998 were 47,250 options granted under the Outside Director Stock
Option provisions of the Plan.  These options have exercise prices ranging from
$19.58 to $29.56 per share, with an average price of $25.96.  As of January 21,
1998, there were 51,750 shares available for grant of Outside Director Stock
Options.  In addition, there were 75,500 shares of Restricted Stock outstanding
on that date.

          No stock appreciation rights have been awarded under the Plan, and
there are no incentive options presently outstanding.

                                       12
<PAGE>
 
                           PLAN NOT SUBJECT TO ERISA

          The Plan is not an "employee benefit plan" within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"),
and, as such, is not subject to any provisions of ERISA.

          The Plan is not required to be qualified under Section 401(a) of the
Internal Revenue Code, which is applicable to pension, profit sharing and stock
bonus plans subject to ERISA, and has not been so qualified.

                         FEDERAL SECURITIES LAW ASPECTS

          Certain aspects of the federal securities laws affect officers,
directors and other "affiliates" of the Company.  The following summary of those
securities law aspects does not purport to be complete. It is only intended to
make the persons affected thereby aware of those aspects.  Such persons should
consider consulting legal counsel before entering into any transactions with
respect to the shares of the Company or Incentive Awards or Outside Director
Stock Options granted under the Plan.

          Section 16 of the Securities Exchange Act of 1934.  Section 16(a) of
          -------------------------------------------------                   
the Securities Exchange Act of 1934 (the "Act") requires certain officers of the
Company, including the chairman of the board, the president, the principal
financial officer, the principal accounting officer, and each vice president of
the Company in charge of a principal business unit, division or function (such
as sales, administration or finance), and any other officer who performs a
policy-making function for the Company, including officers and employees of
subsidiaries who perform policy-making functions for the Company, as well as all
directors and all persons who own more than ten percent of the stock of the
Company ("Insiders") to report on Forms 3, 4 or 5, to the Commission and the New
York Stock Exchange their beneficial interest, whether directly in their own
names or otherwise, in the "equity securities" of the Company as well as any
changes therein. Under the Act the term "equity security" includes stock, any
security convertible into stock, and any option, warrant or right to acquire an
equity security.

          Section 16(b) of the Act provides that, if a person required to file
Forms 3, 4 or 5 either purchases and then sells, or sells and then purchases,
equity securities of the Company within any six-month period, then such person
is liable to pay the Company the full amount of his "profit", as computed under
rules promulgated by the Commission and applicable judicial decisions.  However,
Rule 16b-3 of the Commission provides that, if certain complex conditions are
met by a stock option plan or other plan pursuant to which employees may acquire
stock or other equity securities of their employer, then neither the grant of an
option to purchase such securities nor the transaction pursuant to which the
securities are acquired will be regarded as a purchase for the purpose of the
foregoing rules. However, any sale of securities acquired pursuant to such a
plan will be matched with any purchase of securities by any means other than
pursuant to the plan for the purpose of such rules.

          The conditions to the applicability of the Rule 16b-3 exemption are
the following:

          1. The plan must be in writing and must contain certain specified
provisions, including terms of eligibility to participate, the price or means or
determining the price at which shares may be acquired and the number of shares
that may be awarded;

                                       13
<PAGE>
 
          2. The plan must contain restrictions on the transferability of the
option other than for transfers by will or pursuant to the laws of descent and
distribution or a qualified domestic relations order;

          3. The plan must be approved by the shareholders of the Company;

          4. The option and the stock acquired upon exercise of the option must
be held for a total of at least six months from the date the option is granted;
and

          5. either:

          (A)  The plan must be administered by the board of directors or a
committee of the board of directors, none of whom is eligible to receive an
option or has been eligible to receive an option for at least a year prior to
the date of grant, or

          (B) Grants of options must be pursuant to a fixed formula specifying
the persons to receive options, the number of options to be received and the
exercise price or a formula pursuant to which the exercise price can be
determined.

The provisions of the Plan pertaining to the grant of Incentive Awards to the
employees of the Plan are administered by a committee of directors who are not,
and never have been, eligible to receive Incentive Awards; the Outside Director
Stock Options are granted to outside directors pursuant to a fixed formula over
which they have no control. Accordingly, the Company believes that all of the
provisions of the Plan comport with the requirements of Rule 16b-3.  However,
the foregoing description of Rule 16b-3 does not purport to be complete and is
qualified in all respects by the text of the Rule.

          Persons required to report on Forms 3, 4 and 5 may not sell any equity
securities of the Company that they own of record or in which they have any
beneficial interest "short" or "against the box" or in any like transaction.

          The rules of the Commission under Section 16 are complex.  All
Insiders should consult counsel for the Company or their own counsel before
entering into any transaction relating to shares of the Company or any options
or other rights under the Plan.

          Affiliates.  Any person who directly, or indirectly through one or
          ----------                                                        
more intermediaries, controls, is controlled by, or is under common control with
the Company may be considered an "affiliate" of the Company.  Directors and
officers of the Company are presumed to be "affiliates" of the Company. An
"affiliate" of the Company may not sell any shares of the Company except as
follows:

               1.  Pursuant to an effective registration statement under the
          Securities Act of 1933, as amended;

                 2.  In compliance with Rule 144 of the General Rules and
          Regulations of the Commission under the Securities Act of 1933; or

               3.  Pursuant to an applicable exemption from registration under
          the Securities Act of 1933.

                                       14
<PAGE>
 
Each officer and director of the Company, whether or not an "Insider", may be
considered as an "affiliate" of the Company for the purpose of applying these
restrictions.  This Prospectus is not available for reoffers or resales of
shares by affiliates.

          Nonaffiliates.  Employees who are not "affiliates" of the Company may
          -------------                                                        
sell or otherwise transfer shares acquired pursuant to the Plan without regard
to the restrictions imposed upon "affiliates".

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

          Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, the Bylaws of the Company and certain agreements
between the Company and certain officers and directors of the Company and its
subsidiaries provide for the indemnification of directors and officers under
certain circumstances from certain liabilities, including liabilities arising
under the Securities Act of 1933. The Company may also, from time to time,
maintain a policy, or policies, of directors' and officers' liability insurance
that insures directors and officers against the cost of defense, settlement or
payment of claims and judgments under certain circumstances.  Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

                                    EXPERTS

          The consolidated financial statements of Jacobs Engineering Group Inc.
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended September 30, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such consolidated financial statements are,
and audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents filed
with the Commission) given upon the authority of such firm as experts in
accounting and auditing.

                                 LEGAL OPINIONS

          The legality of the Common Stock offered hereunder will be passed upon
by Messrs. Barton, Klugman & Oetting LLP, 333 South Grand Avenue, 37th Floor,
Los Angeles, California 90071.

                                       15
<PAGE>
 
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          The undertakings required by this item are set forth in the Prospectus
comprising a portion of this Registration Statement under the caption
"Incorporation of Certain Documents by Reference", and said undertakings and the
documents referred to therein are hereby incorporated in this item by reference
to the Prospectus.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, the Bylaws of the Company and certain agreements
between the Company and certain officers and directors of the Company and of
certain of its subsidiaries provide for the indemnification of directors and
officers under certain circumstances from certain liabilities, including
liabilities arising under the Securities Act of 1933.  The Company may, from
time to time, maintain a policy, or policies, of directors' and officers'
liability insurance which insures directors and officers against the cost of
defense, settlement or payment of claims and judgments under certain
circumstances.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 8.   List of Exhibits
          ----------------

4.1       Jacobs Engineering Group Inc. 1981 Executive Incentive Plan, as
          amended and restated to date.  Filed as Exhibit 10.1 to the Company's
          Annual Report on Form 10-K for its fiscal year ended September 30,
          1993 and incorporated herein by reference.

4.2       Certificate of Incorporation of the Company.  Filed as Exhibit 3.1 to
          the Company's Quarterly Report on Form 10-Q for the period ended June
          30, 1995 and incorporated herein by reference.

4.3       Bylaws of the Company.  Filed as Exhibit 3.2 to the Company's Annual
          Report on Form 10-Q for the period ended June 30, 1995 and
          incorporated herein by reference.

4.4       Rights Agreement dated as of December 20, 1990 by and between the
          Company and First Interstate Bank, Ltd. as Rights Agent.  Filed as
          Exhibit (1) to the Company's Quarterly Report on Form 10-Q dated June
          30, 1995 and incorporated herein by reference.

*5        Opinion of Barton, Klugman & Oetting LLP, as to the legality of the
          securities being registered.

                                      S-1
<PAGE>
 
*23       (a)  Consent of Ernst & Young LLP, independent auditors.

          (b)  Consent of Barton, Klugman & Oetting LLP (included in Exhibit 5)

______________
*  Filed herewith.

Item 9.   Undertakings
          ------------
          The undersigned Registrant hereby undertakes:

          (1)  To file during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the Plan and the expiration of all
               options granted thereunder.

          (4)  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 therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the 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
               the Act and will be governed by the final adjudication of such
               issue.

                                      S-2
<PAGE>
 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under "SIGNATURES" constitutes and appoints Joseph J. Jacobs, Noel
G. Watson and John W. Prosser, Jr., his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Pasadena, State of California on February 2, 1998

                              JACOBS ENGINEERING GROUP INC.


                              By:            NOEL G. WATSON
                                  --------------------------------------
                                           (Noel G. Watson)
                                   President and Chief Executive Officer

          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 dates indicated.
<TABLE>
<CAPTION>
 
     Signature                  Title                  Date
     ---------                  -----                  ----
<S>                        <C>                      <C>
 
 NOEL G. WATSON            Director and Principal   February 2, 1998
------------------------   Executive Officer
(Noel G. Watson)           
 
 JOSEPH J. JACOBS          Director                 February 2, 1998
------------------------
(Joseph J. Jacobs)
 
                           Director                 ___________, 1998
------------------------
(Joseph F. Alibrandi)

</TABLE>

                                      S-3
<PAGE>
 
<TABLE>
<CAPTION>
 
     Signature                  Title                   Date
     ---------                  -----                   ----
<S>                           <C>                  <C>  
PETER H. DAILEY                Director               February 2, 1998
----------------------------
(Peter H. Dailey)
 
ROBERT B. GWYN                 Director               February 2, 1998
----------------------------
(Robert B. Gwyn)
 
LINDA K. JACOBS                Director               February 2, 1998
----------------------------
(Linda K. Jacobs)
 
JAMES CLAYBURN LAFORCE         Director               February 2, 1998
----------------------------
(James Clayburn Laforce)
 
DALE R. LAURANCE               Director               February 2, 1998
----------------------------
(Dale R. Laurance)
 
LINDA FAYNE LEVINSON           Director               February 2, 1998
----------------------------
(Linda Fayne Levinson)
 
DAVID M. PETRONE               Director               February 2, 1998
----------------------------
(David M. Petrone)
 
JAMES L. RAINEY, JR.           Director               February 2, 1998
----------------------------
(James L. Rainey, Jr.)
 
JOHN W. PROSSER, JR.           Principal Financial    February 2, 1998
----------------------------   Officer
(John W. Prosser, Jr.)        
 
NAZIM G. THAWERBHOY            Principal Accounting   February 2, 1998
----------------------------   Officer
(Nazim G. Thawerbhoy)         
</TABLE>

                                      S-4
<PAGE>
 
                         JACOBS ENGINEERING GROUP INC.

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit       Description                                                                       Page
-------       -----------                                                                       ----
<C>        <S>                                                                                  <C>
    4.1     Jacobs Engineering Group Inc. 1981 Executive Incentive Plan, as amended
            and rested to date.  Filed as Exhibit 10.1 to the Company's Annual Report on
            Form 10-K for its fiscal year ended September 30, 1993 and incorporated
            herein by reference.

    4.2     Certificate of Incorporation of the Company.  Filed as Exhibit 3.1 to the
            Company's Annual Report on Form 10-K for its fiscal year ended September
            30, 1993 and incorporated herein by reference.

    4.3     Bylaws of the Company.  Filed as Exhibit 3.2 to the Company's Annual
            Report on Form 10-K for its fiscal year ended September 30, 1992 and
            incorporated herein by reference.

    4.4     Rights Agreement dated as of December 20, 1990 by and between the
            Company and First Interstate Bank, Ltd. As Rights Agent.  Filed as Exhibit (1)
            to the Company's Quarterly Report on Form 10-Q dated June 30, 1995 and
            incorporated herein by reference.

      5     Opinion of Barton, Klugman & Oetting LLP, as to the legality of the securities
            being registered.

     23    (a)  Consent of Ernst & Young LLP, independent auditors

           (b)  Consent of Barton, Klugman & Oetting LLP (included in Exhibit 5)
</TABLE>

                                      S-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 76549}]
{"company-data": {"conformed-name": "JACOBS ENGINEERING GROUP INC /DE/", "cik": "0000052988", "assigned-sic": "1600", "irs-number": "954081636", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45475", "film-number": "98519806"}, "business-address": {"street1": "251 S LAKE AVE", "city": "PASADENA", "state": "CA", "zip": "91101-3063", "phone": "8184492171"}}
As filed with the Securities and Exchange Commission on February 3, 1998
                                                 Registration No. 333-       
_____________________________________________________________________________
_____________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

                           REGISTRATION STATEMENT

                                    Under

                         THE SECURITIES ACT OF 1933
                               _______________

                        JACOBS ENGINEERING GROUP INC.
             (Exact name of issuer as specified in its charter)

                 Delaware                            95-4081636
          (State of Incorporation)      (I.R.S. Employer Identification No.)

                          1111 South Arroyo Parkway
                         Pasadena, California 91105
        (Address of principal executive offices, including zip code)

                            ____________________

                        JACOBS ENGINEERING GROUP INC.
                        1981 EXECUTIVE INCENTIVE PLAN
                          (Full title of the Plan)

                            ____________________

                            John W. Prosser, Jr.
                          1111 South Arroyo Parkway
                         Pasadena, California 91105
                               (626)  578-3500
          (Name, address and telephone number of agent for service)

                              With a copy to:
                              David F. Morgan
                       Barton, Klugman & Oetting LLP
                          333 South Grand Avenue
                       Los Angeles, California 90071
                              (213) 621-4000

Approximate date of commencement of proposed sales pursuant to the Plan:  As
soon as practicable after the Registration Statement becomes effective.

                       CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                     Proposed maximum    Proposed maximum        
       Title of                    Amount being       offering price         aggregate          Amount of       
Securities being registered         registered           per unit*        offering price*    registration fee 
---------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 per value......  1,200,000          $27.28           $32,736,000          $9,658,00
===============================================================================================================
*  Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(h) based upon the average of the high and low prices
   of the Common Stock of Jacobs Engineering Group Inc. as reported in the
   New York Stock Exchange composite transactions report for January 29,
   1998.
                            ____________________

     Pursuant to Rule 429 this Registration Statement and the Prospectus
contained herein also relate to the Incentive Awards registered by the above
issuer on Form S-8, File No. 33-45914, as to which there are now 46,850
shares remaining in the reserve with respect to which the issuer has
previously paid a filing fee of $511.00.

______________________________________________________________________________
______________________________________________________________________________
PROSPECTUS

                        JACOBS ENGINEERING GROUP INC.
              1,200,000 Shares of Common Stock ($1.00 Par Value)
                     Under 1981 Executive Incentive Plan

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

                         Offered as set forth herein
                    to directors and eligible employees of

                        JACOBS ENGINEERING GROUP INC.

              and to eligible employees of certain subsidiaries
                               pursuant to the

                        JACOBS ENGINEERING GROUP INC.
                        1981 EXECUTIVE INCENTIVE PLAN

                           ------------------------
                                                      
       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.

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

          No person has been authorized to give any information or to make any
representations other than contained in this Prospectus in connection with the
offer made hereby, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  Neither the
delivery of this Prospectus nor any sale made hereunder at any time shall
imply that the information herein is correct as of any time subsequent to the
date hereof.  This Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or
solicitation.

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

               The date of this Prospectus is February 3, 1998

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
TABLE OF CONTENTS
Page
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                                                                      
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . .   1
                                                                      
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . .   2
                                                                      
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                                                                      
History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                                                                      
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                                                                      
Administration . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                                                                      
Eligible Employees . . . . . . . . . . . . . . . . . . . . . . . .   4
                                                                      
Forms of Incentive Awards Under the Plan . . . . . . . . . . . . .   5
                                                                      
Termination, Amendment or Discontinuance of the Plan . . . . . . .   7
                                                                      
Effect of Certain Capital Changes on Incentive Awards. . . . . . .   7
                                                                      
Payment of Withholding Taxes . . . . . . . . . . . . . . . . . . .   8
                                                                      
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . .   8
                                                                      
Incentive Awards . . . . . . . . . . . . . . . . . . . . . . . . .   8
                                                                      
Nonqualified Stock Options . . . . . . . . . . . . . . . . . . . .   8
                                                                      
Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . .   9
                                                                      
Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . .   9
                                                                      
Stock Appreciation Rights. . . . . . . . . . . . . . . . . . . . .   9 

Alternative Minimum Tax. . . . . . . . . . . . . . . . . . . . .    10
                                                                      
Disallowed Investment Interest . . . . . . . . . . . . . . . . .    10
                                                                      
Disposition of Shares. . . . . . . . . . . . . . . . . . . . . .    10
                                                                      
Withholding Taxes. . . . . . . . . . . . . . . . . . . . . . . .    10
                                                                      
State Income Taxes . . . . . . . . . . . . . . . . . . . . . . .    10
i
TABLE OF CONTENTS
                            (Continued)
Page
Outside Director Stock Options . . . . . . . . . . . . . . . . .    10
                                                                      
OUTSIDE DIRECTOR STOCK OPTIONS . . . . . . . . . . . . . . . . .    10
                                                                      
SECURITIES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . .    12
                                                                      
INCENTIVE AWARDS AND STOCK OPTIONS OUTSTANDING . . . . . . . . .    12
                                                                      
PLAN NOT SUBJECT TO ERISA. . . . . . . . . . . . . . . . . . . .    13
                                                                      
FEDERAL SECURITIES LAW ASPECTS . . . . . . . . . . . . . . . . .    13
                                                                      
DISCLOSURE OF COMMISSION POSITION ON                                  
 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES  . . . . . . . .    15
                                                                      
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
                                                                      
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . .    15
ii
THE COMPANY

          The Company was incorporated under the laws of the State of Delaware
on January 8, 1987. On March 4, 1987, it succeeded by merger to the business and
assets of Jacobs Engineering Group Inc., a California corporation that in 1974
had succeeded to a business commenced in 1947.  Unless the context otherwise
requires, all references herein to the "Company" are to both the Delaware
corporation and its predecessors.  The executive offices of the Company are
located at 1111 South Arroyo Parkway, Pasadena, California 91105, telephone
(626) 578-3500.

                             AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  These reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Commission's Regional Offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10007.
Copies of such materials can also be obtained from the Public Reference Section
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates and can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10006.

          The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933 with respect to the
securities offered hereby.  This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.  For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
and financial statements and schedules filed therewith or incorporated therein
by reference. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or incorporated therein by reference, each
statement being qualified in its entirety by such references.  The Registration
Statement, including the exhibits thereto, may be inspected without charge at
the Commission's principal office in Washington, D.C., and copies of any and all
parts thereof may be obtained from such office after payment of the fees
prescribed by the Commission.

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

          The Company furnishes to its stockholders and will furnish to holders
of options and other Incentive Awards under the Plan described in this
Prospectus copies of its Proxy Statements, Annual Financial Statements and
Reviews of Operations accompanied by the reports of its independent auditors,
and Summary Annual Reports, as well as semi-annual reports containing unaudited
financial information.

                                       1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          There are incorporated herein by reference the following documents of
the Company heretofore filed with the Commission:

          (1)  The Annual Report on Form 10-K of the Company for the year ended
     September 30, 1997;

          (2)  The description of the Common Stock of the Company contained in
     its Registration Statement on Form 8-A dated November 16, 1989; and

          (3)  Rights Agreement dated as of December 20, 1990 by and between the
     Company and First Interstate Bank, Ltd. as Rights Agent.  Filed as Exhibit
     4.4 to the Company's Quarterly Report on Form 10-Q for the period ended
     June 30, 1995.

          In addition, all reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 subsequent to the date of this Prospectus and prior to the filing of a
post-effective amendment that indicates that all securities offered hereunder
have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.

          From time to time, the Company may also update the information
contained in this Prospectus either by (i) preparing a Supplement to the
Prospectus setting forth such updated information, or (ii) setting forth such
updated information in the Company's Proxy Statement, Annual Financial
Statements and Review of Operations or Summary Annual Report to Stockholders,
and such information shall be deemed to be incorporated by reference herein.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained in any
other subsequently filed document modifies or replaces such statement.  Any such
statement so modified or superseded cannot be deemed to constitute a part of the
Prospectus, except as so modified or superseded.

          The Company has furnished, or will furnish, to each person to whom
this Prospectus is given copies of the Company's Proxy Statement, Annual
Financial Statements and Review of Operations and Summary Annual Report to
Stockholders for its most recent fiscal year.  The Company will also deliver to
all persons participating in the Plan who do not otherwise receive such
materials copies of all reports and other communications distributed to
shareholders generally.  In the future these materials may be posted to the
Company's local area networks or delivered to such persons by Company e-mail.

          The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all documents incorporated herein by reference, including the Plan
(other than exhibits to such documents).  Such persons may obtain copies of any
of the documents referred to in this section of the Prospectus from John W.
Prosser, Jr., Senior Vice President, Finance and Administration and Treasurer,
Jacobs Engineering Group Inc., P.O. Box 7084, Pasadena, California 91109-7084,
telephone (626) 578-3500.

                                       2
THE PLAN

HISTORY

          The Jacobs Engineering Group Inc. 1981 Executive Incentive Plan (the
"Plan") was adopted by the Board of Directors of the Company on October 29, 1980
and was approved by the shareholders of the Company at the annual meeting of
shareholders on February 10, 1981.  The Plan was subsequently amended by the
shareholders to increase the number of shares covered by the Plan, to provide
that Incentive Stock Options and Outside Director Stock Options may be granted
under the Plan and to extend the expiration date of the Plan.  At their annual
meeting on February 11, 1997 the shareholders of the Company approved the
addition of 1,200,000 shares to the reserve for the Plan and extended the
expiration date of the Plan to March 1, 2001.

          As a result of these changes, the Plan now provides for two separate
categories of awards:

          (a) The "Incentive Awards" ( as described below under "The Plan -
Forms of Incentive Awards Under the Plan") that may be granted only to salaried
employees of the Company, including directors and officers; and

          (b) "Outside Director Stock Options" that may be granted only to
directors of the Company who are not employees.

This Prospectus describes both categories of awards.

          The following table presents the cumulative activity of the Plan since
its inception through January 21, 1998, as well as its current status:
Total number of shares authorized for issuance          5,281,128
 
          Total number of shares subject to options granted
               since inception                                   (5,112,104)
 
          Total number of shares relating to terminated or
               expired options since inception                    1,153,326

          Total number of shares issued pursuant to
               restricted stock awards since inception              (75,500)
                                                                 ----------

          Total number of shares available for grant as
               of January 21, 1998                                1,246,850
                                                                 ==========
With respect to the Outside Director Stock Option segment of the Plan (the
activity of which is included in the above table), there were at January 21,
1998, a total of 100,000 shares authorized for issuance.  There were at that
date options outstanding to purchase a total of 47,250 shares of Common Stock,
and there have been since inception a total of 1,000 shares issued through the
exercise of options.

                                       3
PURPOSE

          The purpose of the Plan is to attract and retain, and to provide an
incentive for, the officers, directors and key employees of the Company and its
subsidiaries.

ADMINISTRATION

          The Incentive Awards granted under the Plan are administered by the
Compensation and Benefits Committee of the Board of Directors of the Company
(the "Committee") presently consisting of four Directors appointed by the Board
of Directors of the Company.  The Board of Directors may at any time remove
members from, or add members to, the Committee.  The members of the Committee
receive no compensation from the Plan and may not receive awards under the Plan
other than Awards made under the Outside Director Stock Option provisions of the
Plan, but they are compensated by the Company for their services as members of
the Committee.  The Committee is authorized to approve grants of Incentive
Awards under the Plan, to interpret the Plan, to fix the forms and terms of
options or Incentive Awards and the time of issuance, and to implement any
provision of the Plan by appropriate rules and determinations.  The terms of
Incentive Awards approved by the Committee need not be identical.  The Company
will, on request, send to each employee receiving Incentive Awards under the
Plan a report summarizing the amount and status of outstanding Incentive Awards
held by such employee.

          The names of the present members of the Committee, all of whom are
Directors of the Company, are as follows:  Linda Fayne Levinson, Robert B. Gwyn,
James Clayburn LaForce (Chairman), and Dale R. Laurance.

          The Committee has no authority over the Outside Director Stock Option
provisions of the Plan; grants of Outside Director Stock Options are made
automatically pursuant to a fixed formula included in the Outside Director Stock
Option provisions of the Plan in order to exempt such provisions from Section
16(b) of the Securities Exchange Act of 1934, as amended, pursuant to the
provisions of Rule 16b-3 of the Securities Exchange Commission thereunder. See
"Federal Securities Law Aspects", below.

          Additional information about the Plan and its administration may be
obtained from the Company's Chief Financial Officer, John W. Prosser, Jr., at
the address and telephone number shown above.

ELIGIBLE EMPLOYEES

          The Committee will determine from time to time those employees of the
Company and its subsidiaries who are to be granted Incentive Awards under the
Plan, the type of Incentive Award to be granted and the number of shares of
Common Stock to be subject to each award.  Only officers and key employees of
the Company and its subsidiaries are eligible to receive Incentive Awards under
the Plan.  The Company estimates that there are approximately 350 employees of
the Company and its subsidiaries eligible to receive Incentive Awards under the
Plan.  There are presently 181 employees and Outside Directors holding options
under the Plan.  There are also 17 employees holding a total of 75,500 shares of
Restricted Stock.  No other type of Incentive Award has been granted under the
Plan.  No employee is obligated to accept any option or other form of award
under the Plan or to exercise any rights under any such option or other award.

                                       4
FORMS OF INCENTIVE AWARDS UNDER THE PLAN

          The Plan provides for four types of Incentive Awards ("Incentive
Awards"):  Nonqualified stock options; incentive stock options; restricted
stock; and stock appreciation rights.  Each of these forms of Incentive Award is
discussed below.

          1. Stock Options.  Except as noted below, the terms upon which
             -------------                                              
nonqualified stock options and incentive stock options may be granted are
identical.

          A nonqualified stock option grants the right to purchase Common Stock
of the Company at a price that may not be less than 85% of the fair market value
of the Common Stock on the date the option is granted.  The exercise price of an
incentive stock option may not be less than 100% of the fair market value of the
Common Stock on the date of grant, and an incentive stock option must comply
with certain additional requirements of Section 422 of the Internal Revenue Code
of 1986.

          The terms and conditions of the options will be subject to and
evidenced by an agreement executed by the option holder.  All such agreements
will require the optionee to remain in the employ of the Company or a subsidiary
for a period of at least one year following the date of the grant of the option.
A stock option will become exercisable in such amounts and during such time
periods as the Company may in its sole discretion determine and provide in the
option agreement.  In no event, however, shall a stock option be exercisable
after the expiration of the tenth year following the date on which the option is
granted.  Option holders should refer to their option agreements to determine
the dates during which their options are exercisable.

          Options may not be transferred by the optionee other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act.

          Except as set forth in this Prospectus all options terminate when an
optionee ceases to be employed by the Company or a subsidiary.  If an optionee
ceases to be an employee of the Company for any reason other than termination
for cause, then the options held by such optionee may thereafter be exercised
for no more than the number of shares for which the options may be exercised on
the date of such cessation of employment.  If the optionee's right to exercise
survives cessation of employment, then, unless the cause of such cessation is
death or disability, as described in the next paragraph, the options may be
exercised until the earlier of the normal expiration date of the option or a
period of three months following the date the optionee's employment ceases.

          If an optionee is permanently and totally disabled or dies while
employed by the Company or during a period of time following the optionee's
retirement or termination when the option could be exercised, then the option
may be exercised (to the extent it is exercisable at the date of death or
disability) at any time until the earlier of the normal expiration date of the
option or one year following the date of disability or death.  If the optionee
has died or if the optionee's disability makes it impracticable for the optionee
to exercise the option, then the optionee's executor, trustee, conservator or
other personal representative may exercise the option.

          If an optionee is dismissed for cause, of which the Committee will be
the sole judge, then all options held by such optionee shall immediately
terminate.

                                       5
If the Committee determines that for the purpose of the Plan an
optionee who is on a leave of absence is to be considered as in the employ of
the Company, then the optionee may exercise the option as to the number of
shares for which it was exercisable at the commencement of the leave of absence.
A leave of absence does not extend the term of a stock option.

          A person electing to exercise a stock option must give written notice
to the Company of such election and of the number of shares he has elected to
purchase and tender the full purchase price for such shares.  The purchase price
must be paid in cash or its equivalent acceptable to the Company.  In the sole
discretion of the Committee, the purchase price may be paid by the assignment
and delivery to the Company of Common Stock of the Company already owned by the
option holder or a combination of cash and such shares equal in value to the
option exercise price.  The shares surrendered by the optionee will be valued
for such purpose at their fair market value on the date of exercise as
determined by the Company.

          2. Restricted Stock.  The Company may award to an employee "restricted
             ----------------                                                   
stock" that cannot be sold, exchanged, donated, pledged, hypothecated or
otherwise transferred during the employee's lifetime or on his death unless or
until the restrictions on such transfer have lapsed.  These restrictions are
referred to in the Plan as "Forfeiture Restrictions".

          The Forfeiture Restrictions will lapse, thus allowing the holder of
restricted stock to sell or otherwise transfer his restricted stock, upon the
expiration of the period of time fixed by agreement with the employee upon
issuance of the restricted stock.  However, the Forfeiture Restrictions may not
be removed sooner than as provided in the following schedule:

                                                   Stock Free of
      Time From Date                                Forfeiture
         of Grant                                   Restrictions
      --------------                                ------------

     After first year................................    20%
     After second year...............................    40%
     After third year................................    60%
     After fourth year...............................    80%
     After fifth year................................   100%

          In the event of termination of the employee's employment with the
Company for any reason (including death, unless the Company in its sole
discretion decides to terminate the Forfeiture Restrictions following the death
of such employee), the employee is obligated, for no consideration, to forfeit
and surrender the restricted stock to the Company to the extent that the
restricted stock is still subject to the Forfeiture Restrictions.

          In order to enforce the restrictions imposed upon the restricted
stock, certificates representing restricted stock may be appropriately legended
to reflect the Forfeiture Restrictions.  In addition, the Company may require
that such certificates will remain in the physical custody of the Company until
the Forfeiture Restrictions imposed on the restricted stock expire or have been
removed.

          3. Stock Appreciation Rights.  The Company may grant employees stock
             -------------------------                                        
appreciation rights in conjunction with an option pursuant to which the holder
can elect to exercise the stock appreciation right and surrender the related
unexercised option in exchange for cash and/or shares in an amount equivalent to
the excess of the fair market value of the option shares as of the date of
exercise over the purchase price 

                                       6
specified in the option agreement for such shares. The Plan confers on the
Company discretion to make payment in shares or in cash with the intent that, in
most instances, payment will be made 50% in cash and 50% in Common Stock.

          A stock appreciation right is exercisable only at the time or times,
and only to the extent, that the related option is exercisable.  A stock
appreciation right is not transferable except to the extent that a related
option may be transferable.

          To the extent that options are exercised, any related stock
appreciation right will be proportionately reduced by the number of shares equal
to the number of shares with respect to which the options are exercised.

TERMINATION, AMENDMENT OR DISCONTINUANCE OF THE PLAN

          The Plan terminates on March 1, 2001, and no Incentive Awards or
Outside Director Stock Options may be granted under the Plan after that date,
but such termination will not affect any Incentive Awards or Outside Director
Stock Options granted prior to that date that by their terms expire after that
date.

          The Board of Directors of the Company may in its discretion amend,
suspend or terminate the Plan at any time.  However, no amendment, suspension or
termination may alter, terminate, impair or adversely affect any Incentive
Awards or Outside Director Stock Options previously granted under the Plan
without the consent of the holder.  In addition, the Board of Directors may not
amend the Outside Director Stock Option provisions of the Plan more often than
every six months other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act or the rules and regulations
thereunder.

EFFECT OF CERTAIN CAPITAL CHANGES ON INCENTIVE AWARDS

          If the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares of other
securities are distributed with respect to such shares as a result of a merger,
consolidation, recapitalization or other reorganization, stock dividend, stock
split or similar distribution of securities of the Company, then an appropriate
and proportionate adjustment will be made in the Incentive Awards that have been
or may be granted under the Plan.

          However, in the event of a dissolution or liquidation of the Company
or upon a reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the Company is not the surviving
corporation, or upon a sale of all or substantially all of the assets of the
Company, all Incentive Awards then outstanding under the Plan will be fully
vested and exercisable and all Forfeiture Restrictions will be removed unless
provision is made in connection with the transaction for the continuation  of
the Plan and the assumption or substitution for such Incentive Awards of new
Incentive Awards covering the stock of the successor corporation (or a parent or
subsidiary of that corporation) with appropriate adjustment as to the number and
kind of shares and prices.

          If the employment with the Company of a holder of an Incentive Award
is terminated for any reason within three years following a "change in control"
of the Company, then all options and stock appreciation rights held by him under
the 1981 Plan will be fully vested and exercisable, and all forfeiture

                                       7
provisions imposed on restricted stock will lapse.  A "change in control" means
a change in control of such a nature that it would be required to be reported to
the Commission, and in any event will be deemed to have occurred if (i) any
person is or becomes the beneficial owner, directly or indirectly, of securities
representing 25% or more of the combined voting power for election of directors
of the Company, (ii) during any period of two consecutive years or less
individuals who at the beginning of the period constituted all of the members of
the Board of Directors of the Company fail to constitute at least a majority of
the Board of Directors, unless the election or nomination for election of each
new director was approved by a vote of at least two-thirds of the directors
still in office who were directors at the beginning of the period, (iii) the
shareholders of the Company approve any merger as a result of which the Common
Stock would be changed, converted or exchanged for the shares of another
corporation, any liquidation of the Company or any sale or other disposition of
50% or more of the assets or earning power of the Company, or (iv) the
shareholders of the Company approve a merger as a result of which persons who
were shareholders of the Company immediately prior to the merger will have
beneficial ownership of less than 50% of the combined voting power for the
election of directors of the surviving corporation following the merger.
However, in no such event will a change in control be deemed to have occurred
if, prior to the occurrence of one of the events listed above that would
otherwise cause a change in control, the Board of Directors determines that such
event will not constitute a change in control.

PAYMENT OF WITHHOLDING TAXES

          The Plan permits the use, in the sole discretion of the Committee, of
shares of Common Stock of the Company to pay local, state, federal and foreign
withholding taxes due on the exercise of an option based upon the closing price
of the stock on the New York Stock Exchange on the date such tax is due (the
"Tax Date"), which is normally the date of exercise.

          Optionees may pay such taxes either by assigning shares of Common
Stock of the Company to the Company or by authorizing the Company to withhold
from the shares to be acquired upon such exercise shares of such stock with a
value on the Tax Date equal to the closing price on that date.

          In no event may the amount of withholding taxes to be satisfied with
Common Stock of the Company exceed an amount determined by the maximum tax rate
applicable to the optionee under applicable federal, state and local income tax
laws.

                        FEDERAL INCOME TAX CONSEQUENCES

          The following summary of federal income tax rules applicable to
Incentive Awards and Outside Director Stock Options under the Plan does not
purport to be complete.  Holders of Incentive Awards, including holders of stock
options, should consult their tax advisers regarding the tax consequences
thereof, including the tax consequences of exercising stock options and of
disposing of shares acquired upon the exercise thereof.

INCENTIVE AWARDS

           Nonqualified Stock Options.  With respect to nonqualified stock
          ---------------------------                                     
options the difference between the option price and the fair market value of the
Common Stock of the Company at the date the option is exercised is taxable as
ordinary income to the optionee and is deductible by the Company for federal
income tax purposes.  Subject to restrictions concerning the timing of purchases
and sales of securities of the Company imposed by the federal securities laws,
the option holder may dispose of his stock at any time.  See 

                                       8
"Federal Securities Law Aspects", below. The option holder's holding period for
such stock will run from the date the stock is issued.

          Generally, when a holder of stock acquired upon exercise of a
nonqualified stock option sells such stock, his basis therein will be the
original purchase price plus the amount of ordinary income on which he was taxed
at the time of the exercise, and any gain or loss realized on such basis will be
capital gain or loss.

          Incentive Stock Options.  An optionee will not be taxed upon the
          -----------------------                                         
exercise of an incentive stock option, unless the alternative minimum tax,
discussed below, applies.

          If the optionee holds the incentive stock option shares for a period
ending on the later of (i) one year from the date the shares are transferred to
the optionee upon exercise of the option, or (ii) two years from the date the
option is granted, then the optionee will recognize any gain or loss (based on
the difference between the purchase price of the shares and the price received
on their sale) on the sale of the shares as capital gain or loss, and the
Company will not be entitled to any federal income tax deduction.

          However, a "disqualifying disposition" will occur if the optionee
disposes of the shares after two years from the date of the granting of the
incentive stock option, but within one year after the transfer of the shares to
him.  In such case the optionee will realize ordinary income in an amount equal
to the difference between the exercise price and the value of the shares at the
time of exercise, even if the sales price is less than the value of the shares
at the time of exercise.  The excess, if any, will be capital gain.

          If the optionee disposes of the shares after holding them for more
than one year following the date of exercise but within two years after the date
the incentive stock option was granted to him (currently not possible under the
Plan), then any gain realized will be taxed as ordinary income in the year of
sale in an amount equal to the difference between the exercise price and either
the value of the shares at the time of exercise or the sale price, whichever is
less, and the excess, if any, of the sales price over the value of the shares at
the time of exercise will be treated as capital gain.

          The Company will be entitled to a deduction for federal income tax
purposes in an amount equal to the ordinary income, if any, recognized by the
optionee upon disposition of the shares.  If an optionee exercises an incentive
stock option and makes payment therefor with shares of the Company, neither the
optionee nor the Company will recognize gain or loss at the time of exercise.

          Restricted Stock.  An employee receiving restricted stock under the
          ----------------                                                   
Plan will not realize any income upon receipt of the restricted stock, nor will
the Company be entitled to a deduction for federal income tax purposes in the
year the restricted stock is received by the employee.  Ordinary income will be
realized by the holder at the time that the restricted stock is vested in the
employee and is no longer subject to a substantial risk of forfeiture - that is,
at the time the Forfeiture Restrictions have expired or are removed. The amount
of such ordinary income will be equal to the fair market value of the restricted
stock on the date that the Forfeiture Restrictions with respect to such shares
have been removed and the Company will be entitled to a tax deduction in the
same amount as such income.

          Stock Appreciation Rights.  An employee receiving a stock appreciation
          -------------------------                                             
right in conjunction with an option under the Plan will  not realize any income
upon receipt of the stock appreciation right, nor will the Company be entitled
to a deduction for federal income tax purposes in the year of grant.  Ordinary
income will be realized by the holder at the time the rights are exercised and
the shares are transferred or the

                                       9
cash paid to him. The amount of such income will be equal to the cash received
and/or the fair market value of shares received.

           Alternative Minimum Tax.  The amount by which the fair market value
          ------------------------                                            
of stock acquired on the exercise of an incentive stock option exceeds the
option price constitutes an adjustment item for purposes of the alternative
minimum tax.  For alternative minimum tax purposes, stock acquired upon the
exercise of an incentive stock option has a tax basis that includes the
incentive stock option preference.

           Disallowed Investment Interest.  When money is borrowed to purchase
          -------------------------------                                     
shares by means of the exercise of stock options, interest paid on the amount
borrowed will be treated as investment interest. There are limits on the amount
of investment interest that is deductible.

          Disposition of Shares.  When an employee disposes of restricted stock
          ---------------------                                                
or shares acquired pursuant to a stock appreciation right, any amount received
in excess of the basis of such shares will be treated as capital gain.  The
employee's basis in the shares so acquired will be equal to any amount paid for
the shares plus the amount of any compensation includable in his gross income by
virtue of his receipt of the shares.  If the amount received is less than the
basis of the shares, the loss will be treated as a capital loss.

          Withholding Taxes.  The Company may make any provision that it deems
          -----------------                                                   
appropriate for the withholding of taxes required to be withheld under any
applicable federal, state or local law.  The Company is required to withhold
whenever the employee recognizes ordinary income as described above.

           State Income Taxes.  All optionees, including outside directors,
          -------------------                                              
should also be aware that the consequences under applicable state income tax
laws may not be the same as under the federal income tax laws.

OUTSIDE DIRECTOR STOCK OPTIONS

          Holders of Outside Director Stock Options will not recognize any
income upon the receipt of an Outside Director Stock Option, and the Company
will not be entitled to a deduction for federal income tax purposes in the year
of grant.  Ordinary income will be realized by the holder at the time the
Outside Director Stock Option is exercised and the shares delivered to the
holder.  The amount of such income will be the difference, if any, between the
option price and the Fair Market Value of the shares on the date of exercise.
The Company is not currently required to withhold any income tax with respect to
such income. The Company will be entitled to a deduction at the same time and in
the same amount as the ordinary income the holder is deemed to have realized at
the time of exercise.  When the holder of stock acquired upon the exercise of an
Outside Director Stock Option disposes of the shares, the difference between the
sales price and the holder's tax basis in such shares will be treated as capital
gain or loss.

                         OUTSIDE DIRECTOR STOCK OPTIONS

          Under the Outside Director Stock Option provisions of the Plan all
outside directors (directors who are not employed by the Company) in office on
April 1, 1993 or thereafter are automatically granted a nonqualified stock
option for 2,000 shares of common stock on the first day of the month following
the date of their election to office. The directors in office on April 1, 1993
were automatically granted such options for 2,000 shares on April 1, 1993.  In
addition, on March 1 of each year thereafter until the Plan expires on all
outside directors are automatically granted additional Outside Director Stock
Options for 1,000 shares each.  Since the Plan now expires on March 1, 2001, the
last grant of Outside Director Stock Options will 

                                       10
be on April 1, 2000, except that Directors elected after that date but before
March 2, 2001, will receive an initial grant of an option for 2,000 shares. The
amounts of these grants are fixed by the Plan and are not subject to adjustment
for stock dividends, stock splits or other similar changes in the capitalization
of the Company.

          The option price of shares subject to Outside Director Stock Options
is the Fair Market Value of the shares on the date of grant. For this purpose
"Fair Market Value" means the greater of the average of the closing prices of
the common stock of the Company as reported in the composite transaction reports
of the New York Stock Exchange for the ten trading days ending on the second
trading day prior to the date of grant or the closing price reported for the
date of grant.

          Outside Director Stock Options are exercisable in four successive
annual installments of 25% of each option commencing one year following the date
of grant and expire ten years following the date of grant unless sooner
exercised or terminated.  No installment of an Outside Director Stock Option
that has not become exercisable on the date on which the holder of the option
ceases to be a director of the Company for any reason will thereafter become
exercisable.

          If the holder of an Outside Director Stock Option retires, resigns or
is replaced as a director for any reason other than death, retirement or
disability while holding such an option, then the option will expire on the
later of three months from retirement or one year following the date of death if
the holder dies within the three-month period.  Otherwise the option will expire
one year from the date of death of the holder or, in the case of disability, one
year from the date upon which the holder resigns from the Board by reason of
such disability.  If an Outside Director retires, then the option will terminate
one year from the date of retirement, or one year from the date of death if the
director dies during the year following retirement.  For this purpose
"retirement" means a director's resignation from the Board of Directors after
having served for at least five years as a director and having attained the age
of 70 years.

          Outside Director Stock Options may not be transferred other than by
will, the laws of descent and distribution or pursuant to a qualified domestic
relations order.  After the death of the holder of an Outside Director Stock
Option the exercisable portion may be exercised by the director's personal
representative or any person empowered to do so during the time periods stated
above.

          When exercising an Outside Director Stock Option the holder may pay
for the shares in cash or with shares of common stock of the Company having a
total Fair Market Value on the date of exercise equal to the total option price
of the shares being purchased.

          Outside Director Stock Options are not subject to the Change of
Control provisions of the 1981 Plan.  See "The Plan - Termination, Amendment or
Discontinuance of the Plan", above.  However, upon the dissolution or
liquidation of the Company or upon a reorganization, merger or consolidation of
the Company with one or more other companies as a result of which the Company is
not the surviving corporation or upon the sale or substantially all of the
assets of the Company all Outside Director Stock Options then outstanding become
fully vested and exercisable unless provisions are made in connection with such
transaction for the continuation of the Outside Director Stock Option provisions
of the Plan or the assumption or substitution of new options for stock of the
successor corporation for the old options by the successor corporation, with
appropriate adjustments as to the number and kind of shares and prices.

                                       11
If the Outside Director Stock Option is exercised by anyone other than
the outside director to whom it was granted, then the Company may request
reasonable proof, satisfactory to it, of the authority of such person to
exercise the option.

          If income tax withholding on the exercise of an Outside Director Stock
Option is hereafter imposed, then all or any portion of any federal, state,
local or foreign taxes required to be withheld may be satisfied by the option
holder's electing in writing either to deliver common stock of the Company with
a Fair Market Value on the date such withholding is required to be made equal to
the taxes required to be withheld, or to request that the Company withhold from
the shares to be issued on the exercise common stock with a Fair Market Value on
the date such withholding is required to be made equal to the amount of taxes to
be withheld. In no event may the amount of taxes to be satisfied by these
procedures exceed the total amount of taxes payable by the option holder with
respect to the exercise computed at the maximum rate applicable to the holder at
the time of election.

          The election to use shares of common stock to satisfy withholding
taxes must be made in a written instrument signed by the holder and specifying
the number of shares to be withheld or formula pursuant to which the number of
shares to be withheld may be determined and made irrevocable; or it must be made
in compliance with then effective Rules and Regulations of the Securities and
Exchange Commission.

                         SECURITIES SUBJECT TO THE PLAN

          The only class of securities of the Company issuable under the Plan is
the Common Stock ($1.00 par value) of the Company.  The shares to be delivered
under the Plan may be made available, at the discretion of the Board of
Directors, from either authorized but unissued shares or shares purchased on the
open market.  If any outstanding option under the Plan expires or is terminated
for any reason, or if any restricted stock is forfeited for any reason, then the
unpurchased shares subject to the option and the restricted stock that is
forfeited again becomes available for issuance under the Plan, but shares as to
which an option has been surrendered in connection with the exercise of a
related stock appreciation right do not become available for issuance under the
Plan.

                 INCENTIVE AWARDS AND STOCK OPTIONS OUTSTANDING

          On January 21, 1998 there were nonqualified stock options outstanding
under the Plan for 1,942,054 shares at exercise prices ranging from $5.31 to
$28.20, with an average price for all outstanding options of $22.84.  On the
same date there were 1,246,850 shares available for the grant of Incentive
Awards under the Plan.

          Included in the number of nonqualified stock options outstanding as of
January 21, 1998 were 47,250 options granted under the Outside Director Stock
Option provisions of the Plan.  These options have exercise prices ranging from
$19.58 to $29.56 per share, with an average price of $25.96.  As of January 21,
1998, there were 51,750 shares available for grant of Outside Director Stock
Options.  In addition, there were 75,500 shares of Restricted Stock outstanding
on that date.

          No stock appreciation rights have been awarded under the Plan, and
there are no incentive options presently outstanding.

                                       12
PLAN NOT SUBJECT TO ERISA

          The Plan is not an "employee benefit plan" within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"),
and, as such, is not subject to any provisions of ERISA.

          The Plan is not required to be qualified under Section 401(a) of the
Internal Revenue Code, which is applicable to pension, profit sharing and stock
bonus plans subject to ERISA, and has not been so qualified.

                         FEDERAL SECURITIES LAW ASPECTS

          Certain aspects of the federal securities laws affect officers,
directors and other "affiliates" of the Company.  The following summary of those
securities law aspects does not purport to be complete. It is only intended to
make the persons affected thereby aware of those aspects.  Such persons should
consider consulting legal counsel before entering into any transactions with
respect to the shares of the Company or Incentive Awards or Outside Director
Stock Options granted under the Plan.

          Section 16 of the Securities Exchange Act of 1934.  Section 16(a) of
          -------------------------------------------------                   
the Securities Exchange Act of 1934 (the "Act") requires certain officers of the
Company, including the chairman of the board, the president, the principal
financial officer, the principal accounting officer, and each vice president of
the Company in charge of a principal business unit, division or function (such
as sales, administration or finance), and any other officer who performs a
policy-making function for the Company, including officers and employees of
subsidiaries who perform policy-making functions for the Company, as well as all
directors and all persons who own more than ten percent of the stock of the
Company ("Insiders") to report on Forms 3, 4 or 5, to the Commission and the New
York Stock Exchange their beneficial interest, whether directly in their own
names or otherwise, in the "equity securities" of the Company as well as any
changes therein. Under the Act the term "equity security" includes stock, any
security convertible into stock, and any option, warrant or right to acquire an
equity security.

          Section 16(b) of the Act provides that, if a person required to file
Forms 3, 4 or 5 either purchases and then sells, or sells and then purchases,
equity securities of the Company within any six-month period, then such person
is liable to pay the Company the full amount of his "profit", as computed under
rules promulgated by the Commission and applicable judicial decisions.  However,
Rule 16b-3 of the Commission provides that, if certain complex conditions are
met by a stock option plan or other plan pursuant to which employees may acquire
stock or other equity securities of their employer, then neither the grant of an
option to purchase such securities nor the transaction pursuant to which the
securities are acquired will be regarded as a purchase for the purpose of the
foregoing rules. However, any sale of securities acquired pursuant to such a
plan will be matched with any purchase of securities by any means other than
pursuant to the plan for the purpose of such rules.

          The conditions to the applicability of the Rule 16b-3 exemption are
the following:

          1. The plan must be in writing and must contain certain specified
provisions, including terms of eligibility to participate, the price or means or
determining the price at which shares may be acquired and the number of shares
that may be awarded;

                                       13
2. The plan must contain restrictions on the transferability of the
option other than for transfers by will or pursuant to the laws of descent and
distribution or a qualified domestic relations order;

          3. The plan must be approved by the shareholders of the Company;

          4. The option and the stock acquired upon exercise of the option must
be held for a total of at least six months from the date the option is granted;
and

          5. either:

          (A)  The plan must be administered by the board of directors or a
committee of the board of directors, none of whom is eligible to receive an
option or has been eligible to receive an option for at least a year prior to
the date of grant, or

          (B) Grants of options must be pursuant to a fixed formula specifying
the persons to receive options, the number of options to be received and the
exercise price or a formula pursuant to which the exercise price can be
determined.

The provisions of the Plan pertaining to the grant of Incentive Awards to the
employees of the Plan are administered by a committee of directors who are not,
and never have been, eligible to receive Incentive Awards; the Outside Director
Stock Options are granted to outside directors pursuant to a fixed formula over
which they have no control. Accordingly, the Company believes that all of the
provisions of the Plan comport with the requirements of Rule 16b-3.  However,
the foregoing description of Rule 16b-3 does not purport to be complete and is
qualified in all respects by the text of the Rule.

          Persons required to report on Forms 3, 4 and 5 may not sell any equity
securities of the Company that they own of record or in which they have any
beneficial interest "short" or "against the box" or in any like transaction.

          The rules of the Commission under Section 16 are complex.  All
Insiders should consult counsel for the Company or their own counsel before
entering into any transaction relating to shares of the Company or any options
or other rights under the Plan.

          Affiliates.  Any person who directly, or indirectly through one or
          ----------                                                        
more intermediaries, controls, is controlled by, or is under common control with
the Company may be considered an "affiliate" of the Company.  Directors and
officers of the Company are presumed to be "affiliates" of the Company. An
"affiliate" of the Company may not sell any shares of the Company except as
follows:

               1.  Pursuant to an effective registration statement under the
          Securities Act of 1933, as amended;

                 2.  In compliance with Rule 144 of the General Rules and
          Regulations of the Commission under the Securities Act of 1933; or

               3.  Pursuant to an applicable exemption from registration under
          the Securities Act of 1933.

                                       14
Each officer and director of the Company, whether or not an "Insider", may be
considered as an "affiliate" of the Company for the purpose of applying these
restrictions.  This Prospectus is not available for reoffers or resales of
shares by affiliates.

          Nonaffiliates.  Employees who are not "affiliates" of the Company may
          -------------                                                        
sell or otherwise transfer shares acquired pursuant to the Plan without regard
to the restrictions imposed upon "affiliates".

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

          Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, the Bylaws of the Company and certain agreements
between the Company and certain officers and directors of the Company and its
subsidiaries provide for the indemnification of directors and officers under
certain circumstances from certain liabilities, including liabilities arising
under the Securities Act of 1933. The Company may also, from time to time,
maintain a policy, or policies, of directors' and officers' liability insurance
that insures directors and officers against the cost of defense, settlement or
payment of claims and judgments under certain circumstances.  Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

                                    EXPERTS

          The consolidated financial statements of Jacobs Engineering Group Inc.
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended September 30, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such consolidated financial statements are,
and audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents filed
with the Commission) given upon the authority of such firm as experts in
accounting and auditing.

                                 LEGAL OPINIONS

          The legality of the Common Stock offered hereunder will be passed upon
by Messrs. Barton, Klugman & Oetting LLP, 333 South Grand Avenue, 37th Floor,
Los Angeles, California 90071.

                                       15
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          The undertakings required by this item are set forth in the Prospectus
comprising a portion of this Registration Statement under the caption
"Incorporation of Certain Documents by Reference", and said undertakings and the
documents referred to therein are hereby incorporated in this item by reference
to the Prospectus.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, the Bylaws of the Company and certain agreements
between the Company and certain officers and directors of the Company and of
certain of its subsidiaries provide for the indemnification of directors and
officers under certain circumstances from certain liabilities, including
liabilities arising under the Securities Act of 1933.  The Company may, from
time to time, maintain a policy, or policies, of directors' and officers'
liability insurance which insures directors and officers against the cost of
defense, settlement or payment of claims and judgments under certain
circumstances.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 8.   List of Exhibits
          ----------------

4.1       Jacobs Engineering Group Inc. 1981 Executive Incentive Plan, as
          amended and restated to date.  Filed as Exhibit 10.1 to the Company's
          Annual Report on Form 10-K for its fiscal year ended September 30,
          1993 and incorporated herein by reference.

4.2       Certificate of Incorporation of the Company.  Filed as Exhibit 3.1 to
          the Company's Quarterly Report on Form 10-Q for the period ended June
          30, 1995 and incorporated herein by reference.

4.3       Bylaws of the Company.  Filed as Exhibit 3.2 to the Company's Annual
          Report on Form 10-Q for the period ended June 30, 1995 and
          incorporated herein by reference.

4.4       Rights Agreement dated as of December 20, 1990 by and between the
          Company and First Interstate Bank, Ltd. as Rights Agent.  Filed as
          Exhibit (1) to the Company's Quarterly Report on Form 10-Q dated June
          30, 1995 and incorporated herein by reference.

*5        Opinion of Barton, Klugman & Oetting LLP, as to the legality of the
          securities being registered.

                                      S-1
*23       (a)  Consent of Ernst & Young LLP, independent auditors.

          (b)  Consent of Barton, Klugman & Oetting LLP (included in Exhibit 5)

______________
*  Filed herewith.

Item 9.   Undertakings
          ------------
          The undersigned Registrant hereby undertakes:

          (1)  To file during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the Plan and the expiration of all
               options granted thereunder.

          (4)  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 therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the 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
               the Act and will be governed by the final adjudication of such
               issue.

                                      S-2
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under "SIGNATURES" constitutes and appoints Joseph J. Jacobs, Noel
G. Watson and John W. Prosser, Jr., his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Pasadena, State of California on February 2, 1998

                              JACOBS ENGINEERING GROUP INC.

                              By:            NOEL G. WATSON
                                  --------------------------------------
                                           (Noel G. Watson)
                                   President and Chief Executive Officer

          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 dates indicated.
Signature                  Title                  Date
     ---------                  -----                  ----
NOEL G. WATSON            Director and Principal   February 2, 1998
------------------------   Executive Officer
(Noel G. Watson)           
 
 JOSEPH J. JACOBS          Director                 February 2, 1998
------------------------
(Joseph J. Jacobs)
 
                           Director                 ___________, 1998
------------------------
(Joseph F. Alibrandi)
S-3
Signature                  Title                   Date
     ---------                  -----                   ----
PETER H. DAILEY                Director               February 2, 1998
----------------------------
(Peter H. Dailey)
 
ROBERT B. GWYN                 Director               February 2, 1998
----------------------------
(Robert B. Gwyn)
 
LINDA K. JACOBS                Director               February 2, 1998
----------------------------
(Linda K. Jacobs)
 
JAMES CLAYBURN LAFORCE         Director               February 2, 1998
----------------------------
(James Clayburn Laforce)
 
DALE R. LAURANCE               Director               February 2, 1998
----------------------------
(Dale R. Laurance)
 
LINDA FAYNE LEVINSON           Director               February 2, 1998
----------------------------
(Linda Fayne Levinson)
 
DAVID M. PETRONE               Director               February 2, 1998
----------------------------
(David M. Petrone)
 
JAMES L. RAINEY, JR.           Director               February 2, 1998
----------------------------
(James L. Rainey, Jr.)
 
JOHN W. PROSSER, JR.           Principal Financial    February 2, 1998
----------------------------   Officer
(John W. Prosser, Jr.)        
 
NAZIM G. THAWERBHOY            Principal Accounting   February 2, 1998
----------------------------   Officer
(Nazim G. Thawerbhoy)
S-4
JACOBS ENGINEERING GROUP INC.

                               INDEX TO EXHIBITS
Exhibit       Description                                                                       Page
-------       -----------                                                                       ----
4.1     Jacobs Engineering Group Inc. 1981 Executive Incentive Plan, as amended
            and rested to date.  Filed as Exhibit 10.1 to the Company's Annual Report on
            Form 10-K for its fiscal year ended September 30, 1993 and incorporated
            herein by reference.

    4.2     Certificate of Incorporation of the Company.  Filed as Exhibit 3.1 to the
            Company's Annual Report on Form 10-K for its fiscal year ended September
            30, 1993 and incorporated herein by reference.

    4.3     Bylaws of the Company.  Filed as Exhibit 3.2 to the Company's Annual
            Report on Form 10-K for its fiscal year ended September 30, 1992 and
            incorporated herein by reference.

    4.4     Rights Agreement dated as of December 20, 1990 by and between the
            Company and First Interstate Bank, Ltd. As Rights Agent.  Filed as Exhibit (1)
            to the Company's Quarterly Report on Form 10-Q dated June 30, 1995 and
            incorporated herein by reference.

      5     Opinion of Barton, Klugman & Oetting LLP, as to the legality of the securities
            being registered.

     23    (a)  Consent of Ernst & Young LLP, independent auditors

           (b)  Consent of Barton, Klugman & Oetting LLP (included in Exhibit 5)
S-5