<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996
 
                                                      REGISTRATION NO. 33-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      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.)
 
                             251 SOUTH LAKE AVENUE
                          PASADENA, CALIFORNIA 91101
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

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

                         JACOBS ENGINEERING GROUP INC.
                       1989 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLAN)
 
                               ----------------

                             JOHN W. PROSSER, JR.
                             251 SOUTH LAKE AVENUE
                          PASADENA, CALIFORNIA 91101
                                (818) 449-2171
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
 
  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       PROPOSED
        TITLE OF             AMOUNT        MAXIMUM         MAXIMUM       AMOUNT OF
    SECURITIES BEING         BEING      OFFERING PRICE    AGGREGATE     REGISTRATION
       REGISTERED          REGISTERED     PER UNIT*    OFFERING PRICE*      FEE
------------------------------------------------------------------------------------
<S>                      <C>            <C>            <C>             <C>
Common Stock, $1.00 par
 value..................   1,500,000        $28.56       $42,840,000      $14,773
====================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) 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 February 23, 1996.
 
                               ----------------

  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. 33-45927, AS TO WHICH THERE ARE NOW 111,038
SHARES REMAINING IN THE RESERVE WITH RESPECT TO WHICH THE ISSUER HAS
PREVIOUSLY PAID A FILING FEE OF $1,204.
================================================================================
<PAGE>
 
                         JACOBS ENGINEERING GROUP INC.
 
                               ----------------
 
                             CROSS REFERENCE SHEET
 
                            PURSUANT TO RULE 404(c)
 
<TABLE>
<CAPTION>
      ITEM NUMBER AND CAPTION                   HEADING IN PROSPECTUS
      -----------------------                   ---------------------
 <C> <S>                            <C>    <C>
 1.  Plan Information.............
     (a) General Plan Information.   (1)    Cover Page
                                     (2)    The Plan Introduction--Purpose of the Plan;
                                             --Termination, Amendment or
                                             Discontinuance of the Plan
                                     (3)    Plan not subject to ERISA
                                     (4)    Incorporation of Certain Documents by
                                             Reference; The Plan--Administration
     (b) Securities to Be Offered.   (1)    Cover page
                                     (2)    Not applicable
     (c) Employees who may
          Participate in the Plan.          The Plan--Eligible Employees
     (d) Purchase of Securities
          Pursuant to the Plan              
          and Payment for            
          Securities Offered......   (1)(2) The Plan--Forms of Options under the
                                     (3)(5)  Plan                               
                                     (4)    Not applicable                      
                                     (6)    The Plan--Securities Subject to the 
                                             Plan
     (e) Resale Restrictions......          Not applicable
     (f) Tax Effects of Plan                
          Participation...........          Federal Income Tax Consequences
     (g) Investment of Funds......          Not applicable
     (h) Withdrawal from the Plan;          
          Assignment of Interest..          The Plan--Forms of Awards Under the
                                             Plan
     (i) Forfeitures and                    
          Penalties...............          Not applicable
     (j) Charges and Deductions
          and Liens Therefor......          Not applicable
 2.  Registrant Information and
      Employee Plan Annual                  
      Information.................          Available Information; Incorporation
                                             of Certain Documents by Reference
</TABLE>
<PAGE>
 
                SUBJECT TO COMPLETION, DATED FEBRUARY 29, 1996
 
                                  PROSPECTUS
 
                               1,611,038 Shares
LOGO OF JACOBS
ENGINEERING              JACOBS ENGINEERING GROUP INC.
GROUP INC. 
                                 Common Stock
 
                               ----------------
 
                          Offered as set forth herein
                           to eligible employees of
 
                         JACOBS ENGINEERING GROUP INC.
 
                           and certain subsidiaries
                                pursuant to the
 
                         JACOBS ENGINEERING GROUP INC.
                       1989 EMPLOYEE STOCK PURCHASE 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 29, 1996
 
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................................................................   3
AVAILABLE INFORMATION......................................................   3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................   3
THE PLAN...................................................................   4
  Introduction.............................................................   4
  Purpose of the Plan......................................................   4
  Administration of the Plan...............................................   5
  Form of Options Under the Plan...........................................   5
  Eligible Employees.......................................................   7
  Termination, Amendment or Discontinuance of the Plan.....................   7
  Securities Subject to the Plan...........................................   8
THE "CAPTIVE BROKER" PROGRAM...............................................   8
FEDERAL INCOME TAX CONSEQUENCES............................................   8
  Tax Treatment of Optionees with Respect to Shares........................   9
  Withholding Taxes........................................................  11
  State Income Taxes.......................................................  11
PLAN NOT SUBJECT TO ERISA..................................................  11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES...........................................................  12
EXPERTS....................................................................  12
LEGAL OPINIONS.............................................................  12
</TABLE>
 
                                       2
<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 251 South Lake Avenue, Pasadena, California 91101, telephone(818)
449-2171.
 
                             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 Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois and 7 World Trade Center, Suite 1300, New York,
New York. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 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.
 
  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 employees
eligible to receive options described in this Prospectus annual reports
containing audited financial statements accompanied by the report of its
independent auditors and quarterly reports containing unaudited financial
information.
 
                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, 1995;
 
    (2) The Quarterly Report on Form 10-Q of the Company for the quarter
  ended December 31, 1995;
 
    (3) The description of the Common Stock of the Company contained in its
  Registration Statement onForm 8-A dated November 16, 1989; and
 
    (4) The description of the Stock Purchase Rights of the Company contained
  in its Registration Statement on Form 8-A dated December 21, 1990.
 
                                       3
<PAGE>
 
  All documents subsequently 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 Annual Report to Stockholders or Proxy Statement, 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.
 
  Additional information concerning the Company is set forth in its Annual
Report to Stockholders. The Company has furnished or will furnish to each
employee to whom this Prospectus is sent or given a copy of the Company's
Annual Report to Stockholders for its most recent fiscal year. The Company
also will deliver to all employees participating in the Plan who do not
otherwise receive such material copies of all reports, proxy statements and
other communications distributed to stockholders generally.
 
  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). Optionees 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., 251 South Lake Avenue, Pasadena, California
91101, telephone (818) 449-2171.
 
                                   THE PLAN
 
INTRODUCTION
 
  This Prospectus describes the Jacobs Engineering Inc. 1989 Employee Stock
Purchase Plan (the "Plan"). The Plan was approved by the Board of Directors of
the Company on December 15, 1988, and by the shareholders of the Company on
February 14, 1989. On February 13, 1996 the shareholders of the Company
reserved an additional 1,500,000 shares of Common Stock for issuance under the
Plan, so that there are now a total of 2,906,777 shares of Common Stock
reserved for the Plan, of which 1,295,737 shares had been issued as of August
31, 1995.
 
  Pursuant to the Plan the Company grants options to purchase its Common Stock
at a cash purchase price equal to 90% of its fair market value, determined as
described below under "The Plan--Form of Options Under the Plan", to all
eligible employees under the Plan as described in this Prospectus.
 
PURPOSE OF THE PLAN
 
  The purpose of the Plan is to encourage all full-time employees of the
Company, its domestic subsidiaries and those of its foreign subsidiaries have
been or that may hereafter be included in the Plan to acquire an equity
position in the Company and thereby share in the future performance of the
Company.
 
                                       4
<PAGE>
 
ADMINISTRATION OF THE PLAN
 
  The Plan is administered by the Compensation and Benefits Committee of the
Board of Directors of the Company (the "Committee"). The members of the
Committee will not receive any compensation from the Plan, but are compensated
by the Company for their services as directors and as members of the
Committee. The members of the Committee are appointed by the Board of
Directors of the Company. The Committee is authorized to construe and
interpret the Plan, to define the terms used in the Plan, to prescribe, amend
and rescind rules and regulations for the administration of the Plan and to
take any other action in connection with the administration of the Plan and
the options granted under the Plan that it may deem proper.
 
  The names and positions with the Company of the present members of the
Committee are as follows: James Clayburn LaForce, Director, Dale R. Laurance,
Director, and Robert B. Gwyn, Director.
 
  Additional information about the Plan and its administration may be obtained
from John W. Prosser, Jr. at the address and telephone number shown above.
 
FORM OF OPTIONS UNDER THE PLAN
 
  The options granted under the Plan are intended to be treated as options
granted pursuant to an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986. Under the Plan each eligible employee will have
the opportunity to purchase Common Stock of the Company at a price equal to
90% of its fair market value, determined as described below, through payroll
deductions. An election to exercise an option will be effective for a six-
month period commencing on each March 1 and September 1 of each year in which
the Plan is effective. An election to participate in the Plan is irrevocable
during the six-month option period for which it is made. Prior to the
commencement of each six-month option period, the Company will give each
eligible employee an opportunity to complete a Payroll Deduction Authorization
form authorizing the Company to deduct any whole percentile from two percent
(2%) to fifteen percent (15%) of his basic salary to be applied toward the
exercise of options under the Plan. An employee need not elect to participate
in the Plan if he does not wish to do so.
 
  The purchase price for shares that may be purchased upon the exercise of
options under the Plan will be the lesser of
 
    (1) 90% of the fair market value of the Common Stock of the Company on
  the first day of the six-month option period, or
 
    (2) 90% of the fair market value of the Common Stock on the last day of
  the six-month option period.
 
  The fair market value of the Common Stock will be equal to the closing price
for the Common Stock as reported in the composite transactions report of the
national securities exchange on which the Common Stock is then listed on the
day for which the fair market or, if such national securities exchange is
closed on that day, then the immediately preceding day on which it is open.
The Common Stock of the Company is currently listed on the New York Stock
Exchange.
 
  In no event may an eligible employee purchase stock under the Plan having a
fair market value, determined on the first day of each option period, in
excess of $25,000 during any calendar year. Since purchases are made at 90% of
fair market value, this means that no employee may have payroll deductions for
the Plan of more than $22,500 during any calendar year.
 
                                       5
<PAGE>
 
  In addition, the maximum number of shares that an employee may purchase for
any six-month election period will be determined on the first day of each
election period and will be based upon the assumption that the employee's
basic compensation will not change after the first day of the election period.
The maximum number of shares will be equal to the product obtained by
multiplying (a) the quotient obtained by dividing 15% of the total basic
compensation to be earned by the employee during the six-month election period
by an amount equal to 90% of the fair market value of the Common Stock on the
first day of the election period by (b) one and one-half (1 1/2). Subject to
the limitation referred to in the prior paragraph, any excess withholdings
resulting from this limitation will be used to buy Common Stock during the
next six-month election period or refunded to the employee without interest in
the event that the employee does not elect to purchase Common Stock pursuant
to the Plan during the next six-month election period.
 
  Once an eligible employee has elected to participate in the Plan for a six-
month option period, he cannot terminate his election during that six-month
option period unless he also terminates his employment with the Company and
its subsidiaries. See also "Federal Income Tax Consequences--Tax Treatment of
Optionees", below.
 
  At the end of each six-month option period, the amount withheld from each
optionee will be determined, and the Company will issue to each optionee that
number of whole shares of its Common Stock equal to the amount of withholding
divided by 90% of the fair market value of one share, as determined in the
manner described above. Any amounts withheld that do not constitute a full
share of stock will be carried over to the next six-month option period or
returned to the optionee upon request.
 
  Pending application of the funds for the purchase of shares of Common Stock,
the Company will hold amounts withheld from optionees under the Plan as its
general funds and may utilize such funds for general corporate purposes, with
no obligation to pay interest on the same. The Company will enter on its
records a liability to the respective optionees in an amount equal to the
cumulative amount withheld. Until the funds are applied to the purchase of
shares by the optionees, the optionees for whom the funds are being held are
subject to the risk that the Company may become insolvent or bankrupt. The
Company will send a statement to each optionee showing the total withholdings
being held by the Company for such optionee's account as soon as practicable
after the end of each six-month option period.
 
  If an eligible employee ceases to be employed by the Company or a
participating subsidiary for any reason, including death, disability,
retirement or voluntary or involuntary termination, then the employee's rights
under the Plan will immediately terminate, and the Company will refund to the
employee (or his estate or personal representative) all withholdings that have
not theretofore been applied to the purchase of shares, without interest. See
also "Federal Income Tax Consequences--Tax Treatment of Optionees", below. The
effect of an employee's taking a leave of absence will be determined by the
Committee in compliance with the Income Tax Regulations.
 
  No optionee will have any rights as a shareholder with respect to any shares
until they are issued to such optionee at the end of a six-month option
period.
 
  No adjustment will be made or additional amount paid as a result of
dividends or other rights for which the record date is prior to the date on
which the shares are issued to the optionee.
 
                                       6
<PAGE>
 
ELIGIBLE EMPLOYEES
 
  All employees of the Company, of its 80% or more owned subsidiaries that are
incorporated within the United States and of any foreign subsidiaries
designated by the Board of Directors are eligible to participate in the Plan,
with the exception of certain classes of employees noted below. The Board of
Directors of the Company may change the designation of participating
subsidiaries in the Plan at any time. Unless otherwise determined by the Board
of Directors, eligible employees of domestic corporations that are acquired by
the Company and become 80% or more owned subsidiaries are eligible to
participate in the Plan, subject to the qualifications described in the
following paragraph. In such cases, they will receive credit for time worked
for the acquired corporation for the purpose of determining eligibility.
 
  Options may not be granted to employees who normally work fewer than 20
hours each week, employees who normally work five or fewer months during the
fiscal year of the Company, or employees who have completed less than one year
of service with the Company or one of the participating subsidiaries of the
Company as of the first day of any six-month option period.
 
  Moreover, any employee who would own more than five percent of the Common
Stock of the Company immediately after an option under the Plan were granted
to such employee would also be excluded from eligibility. For this purpose
stock that the employee may purchase under all outstanding stock options
granted to him under all stock option plans of the Company is to be treated as
stock owned by the employee for the purpose of determining the five percent
limit, even though the other options may not presently be exercisable.
 
  The Company estimates that there are approximately 8,500 employees of the
Company and its subsidiaries who are eligible to receive options under the
Plan.
 
TERMINATION, AMENDMENT OR DISCONTINUANCE OF THE PLAN
 
  The term of the Plan is for a period of ten years commencing on March 1,
1989 and ending on February 28, 1999.
 
  The Plan permits the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan at any time. However, no employee's rights to
purchase Common Stock with salary deductions made prior to the time of any
termination may be affected by any such suspension, discontinuance or
termination.
 
  No amendment may be made by the Board of Directors without shareholder
approval if it would either increase the number of shares of Common Stock
authorized to be issued under the Plan, materially increase the benefits to
employees under the Plan, materially modify the requirements as to eligibility
in the Plan, withdraw administration of the Plan from the Committee or permit
any member of the Committee to receive an option under the Plan or otherwise
receive any form of option, stock appreciation right or stock from the Company
except pursuant to a nondiscretionary formula plan.
 
  In the event of any merger, recapitalization, consolidation, reorganization
or other similar event affecting the Company, the Committee may make an
appropriate adjustment, including the substitution and issuance of shares in
any successor corporation for Common Stock of the Company to be issued under
the Plan.
 
  Under the formula for determining the purchase price of options under the
Plan, if there were any stock dividend, stock split or other like change in
the Common Stock of the Company during a six-month option period, then the
number of shares to be purchased by the optionee at the end of the option
period would be automatically adjusted in proportion to such change.
 
                                       7
<PAGE>
 
SECURITIES SUBJECT TO THE PLAN
 
  The shares to be issued upon the exercise of options granted under the Plan
have been reserved from the authorized but unissued Common Stock of the
Company. The shares to be delivered under the Plan may, however, be purchased
from any person.
 
                         THE "CAPTIVE BROKER" PROGRAM
 
  All shares purchased by each optionee under the Plan will be delivered to an
individual brokerage account that will be maintained for each optionee by a
securities broker selected by the Company (the "Broker") solely for the
purpose of holding and selling, or delivering, in accordance with the
optionee's instructions to the Broker, shares purchased by the optionee under
the Plan. All optionees whose shares are held for them by the Broker must
communicate directly with the Broker regarding such shares. The current Broker
is Charles Schwab & Co.
 
  However, any optionee who was participating in the Plan prior to March 1,
1996 and who elected, by giving timely, written notice to the Company, as
instructed by the Company, that he or she did not wish to participate in the
Captive Broker program will continue to receive certificates for shares
purchased pursuant to the Plan.
 
  THE COMPANY'S RESPONSIBILITY UNDER THE CAPTIVE BROKER PROGRAM WILL BE
LIMITED TO GIVING THE BROKER THE NAMES, ADDRESSES AND SOCIAL SECURITY NUMBERS
OF OPTIONEES PARTICIPATING IN THE PLAN WHO ARE ALSO PARTICIPATING IN THE
CAPTIVE BROKER PROGRAM, ISSUING THE SHARES TO WHICH SUCH PERSONS ARE ENTITLED
UNDER THE PLAN TO AN ACCOUNT AT A SECURITIES DEPOSITORY DESIGNATED BY THE
BROKER AND DELIVERING TO THE BROKER A LIST OF THE PERSONS TO WHOM SUCH SHARES
HAVE BEEN ISSUED AND THE NUMBER OF SHARES TO WHICH EACH SUCH PERSON IS
ENTITLED UNDER THE PLAN.
 
  THE BROKER WILL BE RESPONSIBLE FOR ALL OTHER ASPECTS OF THE ADMINISTRATION
OF THE CAPTIVE BROKER PROGRAM, AND THE COMPANY WILL HAVE NO RESPONSIBILITY FOR
ANY ERRORS OR OMISSIONS OF THE BROKER OR ITS EMPLOYEES, AGENTS OR CONTRACTORS.
 
                        FEDERAL INCOME TAX CONSEQUENCES
 
  The following summary of federal income tax rules applicable to the Plan
does not purport to be complete. Optionees should consider consulting their
own tax advisors regarding the tax consequences of purchasing shares under the
Plan and subsequently disposing of such shares.
 
  The Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986. The options to be granted
under the Plan are, accordingly, referred to as "Section 423 options" in this
discussion.
 
  An optionee will not recognize income for federal income tax purposes either
upon the receipt of a Section 423 option or upon its exercise provided that
the optionee is an employee of the Company or a subsidiary included in the
Plan at all times from the date the option is granted until not more than
three months prior to the date of exercise of the option. Under the Plan the
dates of grant are on March 1 and September 1 of each year, and the dates of
exercise are six months after the date of grant.
 
  However, the amount of the optionee's salary that is withheld for the
purpose of the Plan is taxable income to the optionee and is subject to
withholding taxes and, ultimately, to federal income tax.
 
                                       8
<PAGE>
 
TAX TREATMENT OF OPTIONEES WITH RESPECT TO SHARES
 
  An optionee will recognize ordinary income and capital gain or loss upon the
sale of shares acquired pursuant to a Section 423 option in amounts that
depend on whether the shares are sold in a "qualifying disposition", or in a
transaction that does not meet the requirements of a "qualifying disposition"
(referred to as a "disqualifying disposition").
 
  In both a "qualifying disposition" and a "disqualifying disposition", the
"total gain realized" is the difference between the sales price received for
the shares sold, less any sales commissions, and the amount paid for the
shares sold.
 
 Qualifying Dispositions:
 
  A "qualifying disposition" is a sale that takes place not less than:
 
    (a) One year after the date of purchase (which is also the date of
  exercise); and
 
    (b) Two years after the option is granted.
 
  Since options are deemed to be granted at the beginning of each option
period, and since each option period is six months in length, only a
disposition that occurs after the eighteenth month from the date of purchase
may constitute a "qualifying disposition".
 
  In a "qualifying disposition", part of the gain will always be treated as
ordinary income since the purchase price of the stock acquired will always be
less than 100% of the stock's fair market value ("FMV") on the date the option
is granted. The part of the gain that will be treated as ordinary income will
be the lesser of:
 
    (a) The discount in the option price or purchase price on the date of
  grant; or
 
    (b) The excess of the FMV of the shares at the time of sale of the
  optionee over the purchase price. If the FMV of the shares at the time of
  sale of the optionee is less than the purchase price, then there is no gain
  and consequently no ordinary income, and the full amount of the loss is a
  long-term capital loss.
 
 Disqualifying Dispositions:
 
  If an optionee sells shares acquired pursuant to a Section 423 option in a
transaction that does not qualify under the rules discussed above for a
"qualifying disposition", then the entire difference between the FMV of the
shares on the date the shares were purchased and the purchase price of those
shares is taxable as ordinary income in the year of sale or other disposition.
 
  The amount of ordinary income that will be recognized on a disqualifying
disposition may be greater or less than the total gain realized on the sale of
the shares, because the amount of ordinary income is measured by reference to
the difference between the FMV of the shares on the date the shares were
purchased and the purchase price. Therefore, the optionee will recognize
capital gain or loss in the year of sale equal to the difference between the
total gain realized on the sale and the amount that is required to be treated
as ordinary income.
 
  The Company receives a tax deduction for federal income tax purposes to the
extent that an optionee has taxable ordinary income on a disqualifying
disposition. The Company will treat transfers of record ownership of shares,
including transfers to brokers or nominees, or into "street name" accounts, as
dispositions. In order to avoid this treatment, the optionee may notify the
Company in writing of the circumstances of the particular sale or transfer of
stock. However, the Company's issuance of an optionee's shares into an account
maintained by the Broker pursuant to the "Captive Broker" program will not be
treated as a disposition (See "The "Captive Broker' Program", above).
 
                                       9
<PAGE>
 
  If any sale or transfer occurs within eighteen months after the purchase
date, the Company will add to the optionee's taxable compensation on Form W-2
for the year in which the sale or transfer occurs the amount of ordinary
income deemed to be realized by the optionee as if the sale or transfer were
in fact a disqualifying disposition. In order to determine the amount of
income to be reported, the Company will utilize information from the Broker
regarding sales and transfers constituting disqualifying dispositions.
 
 Examples:
 
  The following examples are intended to provide a general understanding of
the rules discussed above and do not purport to provide a complete analysis of
the income tax effects of all possible sales of shares acquired through the
1989 Employee Stock Purchase Plan:
 
Example #1  (market value of the common stock increases during the option
            period, and the stock is sold ultimately at a gain in an amount
            greater than the FMV of the stock on the date of exercise):
 
<TABLE>
<CAPTION>
                                             END OF
                               BEGINNING OF  OPTION "QUALIFYING" "DISQUALIFYING"
                               OPTION PERIOD PERIOD DISPOSITION    DISPOSITION
                               ------------- ------ ------------ ---------------
<S>                            <C>           <C>    <C>          <C>
Stock's FMV...................    $18.00     $25.00
Option price..................     16.20      22.50
                                  ------     ------
    Discount..................    $ 1.80     $ 2.50
                                  ======     ======
Assumed sales price...........                         $30.00        $30.00
Purchase price (basis)........                          16.20         16.20
                                                       ------        ------
    Total gain................                         $13.80        $13.80
                                                       ======        ======
Components of "total gain":...
  Ordinary income.............                         $ 1.80        $ 8.80
  Capital gain (loss).........                          12.00          5.00
                                                       ------        ------
    Total gain................                         $13.80        $13.80
                                                       ======        ======
</TABLE>
 
Example #2  (market value of the common stock decreases during the option
            period, and the stock is sold ultimately at a gain, but at an
            amount less than the FMV of the stock on the date of exercise):
 
<TABLE>
<CAPTION>
                                             END OF
                               BEGINNING OF  OPTION "QUALIFYING" "DISQUALIFYING"
                               OPTION PERIOD PERIOD DISPOSITION    DISPOSITION
                               ------------- ------ ------------ ---------------
<S>                            <C>           <C>    <C>          <C>
Stock's FMV...................    $25.00     $20.00
Option price..................     22.50      18.00
                                  ------     ------
    Discount..................    $ 2.50     $ 2.00
                                  ======     ======
Assumed sales price...........                         $19.00        $19.00
Purchase price (basis)........                          18.00         18.00
                                                       ------        ------
    Total gain................                         $ 1.00        $ 1.00
                                                       ======        ======
Components of "total gain":...
  Ordinary income.............                         $ 1.00        $ 2.00
  Capital gain (loss).........                              0         (1.00)
                                                       ------        ------
    Total gain................                         $ 1.00        $ 1.00
                                                       ======        ======
</TABLE>
 
                                      10
<PAGE>
 
Example #3  (market value of the common stock increases during the option
            period, and the stock is sold ultimately at a gain, but at an
            amount less than the FMV of the stock on the date of exercise):
 
<TABLE>
<CAPTION>
                                             END OF
                               BEGINNING OF  OPTION "QUALIFYING" "DISQUALIFYING"
                               OPTION PERIOD PERIOD DISPOSITION    DISPOSITION
                               ------------- ------ ------------ ---------------
<S>                            <C>           <C>    <C>          <C>
Stock's FMV...................    $25.00     $30.00
Option price..................     22.50      27.00
                                  ------     ------
    Discount..................    $ 2.50     $ 3.00
                                  ======     ======
Assumed sales price...........                         $29.00        $29.00
Purchase price (basis)........                          22.50         22.50
                                                       ------        ------
    Total gain................                         $ 6.50        $ 6.50
                                                       ======        ======
Components of "total gain":...
  Ordinary income.............                         $ 2.50        $ 7.50
  Capital gain (loss).........                           4.00         (1.00)
                                                       ------        ------
    Total gain................                         $ 6.50        $ 6.50
                                                       ======        ======
</TABLE>
 
WITHHOLDING TAXES
 
  The Company is required to withhold federal income taxes and certain other
amounts required by applicable laws from employee compensation. Such
withholdings will be calculated on amounts that include payroll deductions
under the Plan. The Company may make any provision that it deems appropriate
for such withholdings. However, no withholding will be made from funds
representing payroll deductions that are to be held for purchase of stock
under the Plan unless required by applicable law.
 
STATE INCOME TAXES
 
  Optionees 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.
 
                           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.
 
                                      11
<PAGE>
 
                     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 and the Bylaws of the Company 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 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 Securities and Exchange 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 Jacobs Engineering Group Inc.'s Annual Report
(Form 10-K) for the year ended September 30, 1995, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference. Such
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 Securities and Exchange 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, 333 South Grand Avenue, 37th Floor, Los
Angeles, California 90071.
 
                                      12
<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. 1989 Employee Stock Purchase Plan, as
       amended and restated to date.
 
 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 Quarterly
       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 4.4 to the Company's Quarterly Report on Form 10-Q for the
       period ended June 30, 1995 and incorporated herein by reference.
 
 *5.   Opinion of Barton, Klugman & Oetting, including their consent.
 
*24.   (a) Consent of Ernst & Young LLP, independent auditors.
 
       (b) Consent of Barton, Klugman & Oetting (included in Exhibit 5)
--------
* Filed herewith.
 
                                      S-1
<PAGE>
 
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>
 
                                  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 the 29th day of
February, 1996.
 
                                          JACOBS ENGINEERING GROUP INC.
 
                                          By      /s/ Noel G. Watson
                                            -----------------------------------
                                                    (Noel G. Watson)
                                                        President
 
                               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.
 
  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
       /s/ Noel G. Watson            Director and Chief Executive  February 29, 1996
____________________________________ Officer
           Noel G. Watson
 
      /s/ Joseph J. Jacobs           Director                      February 29, 1996
____________________________________
          Joseph J. Jacobs
 
     /s/ Joseph F. Alibrandi         Director                      February 29, 1996
____________________________________
        Joseph F. Alibrandi
 
       /s/ Peter H. Dailey           Director                      February 29, 1996
____________________________________
          Peter H. Dailey
 
       /s/ Robert B. Gwyn            Director                      February 29, 1996
____________________________________
           Robert B. Gwyn
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
       /s/ Linda K. Jacobs           Director                      February 29, 1996
____________________________________
          Linda K. Jacobs
 
     /s/ J. Clayburn LaForce         Director                      February 29, 1996
____________________________________
        J. Clayburn LaForce
 
      /s/ Dale R. Laurance           Director                      February 29, 1996
____________________________________
          Dale R. Laurance
 
    /s/ Linda Fayne Levinson         Director                      February 29, 1996
____________________________________
        Linda Fayne Levinson
 
      /s/ David M. Petrone           Director                      February 29, 1996
____________________________________
          David M. Petrone
 
     /s/ James L. Rainey, Jr.        Director                      February 29, 1996
____________________________________
        James L. Rainey, Jr.
 
     /s/ John W. Prosser, Jr.        Principal Financial Officer   February 29, 1996
____________________________________
        John W. Prosser, Jr.
 
     /s/ Nazim G. Thawerbhoy         Principal Accounting Officer  February 29, 1996
____________________________________
        Nazim G. Thawerbhoy
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 55099}]
{"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": "333-01317", "film-number": "96529205"}, "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 29, 1996
 
                                                      REGISTRATION NO. 33-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      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.)
 
                             251 SOUTH LAKE AVENUE
                          PASADENA, CALIFORNIA 91101
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

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

                         JACOBS ENGINEERING GROUP INC.
                       1989 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLAN)
 
                               ----------------

                             JOHN W. PROSSER, JR.
                             251 SOUTH LAKE AVENUE
                          PASADENA, CALIFORNIA 91101
                                (818) 449-2171
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
 
  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       PROPOSED
        TITLE OF             AMOUNT        MAXIMUM         MAXIMUM       AMOUNT OF
    SECURITIES BEING         BEING      OFFERING PRICE    AGGREGATE     REGISTRATION
       REGISTERED          REGISTERED     PER UNIT*    OFFERING PRICE*      FEE
------------------------------------------------------------------------------------
Common Stock, $1.00 par
 value..................   1,500,000        $28.56       $42,840,000      $14,773
====================================================================================
* Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) 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 February 23, 1996.
 
                               ----------------

  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. 33-45927, AS TO WHICH THERE ARE NOW 111,038
SHARES REMAINING IN THE RESERVE WITH RESPECT TO WHICH THE ISSUER HAS
PREVIOUSLY PAID A FILING FEE OF $1,204.
================================================================================
JACOBS ENGINEERING GROUP INC.
 
                               ----------------
 
                             CROSS REFERENCE SHEET
 
                            PURSUANT TO RULE 404(c)
ITEM NUMBER AND CAPTION                   HEADING IN PROSPECTUS
      -----------------------                   ---------------------
1.  Plan Information.............
     (a) General Plan Information.   (1)    Cover Page
                                     (2)    The Plan Introduction--Purpose of the Plan;
                                             --Termination, Amendment or
                                             Discontinuance of the Plan
                                     (3)    Plan not subject to ERISA
                                     (4)    Incorporation of Certain Documents by
                                             Reference; The Plan--Administration
     (b) Securities to Be Offered.   (1)    Cover page
                                     (2)    Not applicable
     (c) Employees who may
          Participate in the Plan.          The Plan--Eligible Employees
     (d) Purchase of Securities
          Pursuant to the Plan              
          and Payment for            
          Securities Offered......   (1)(2) The Plan--Forms of Options under the
                                     (3)(5)  Plan                               
                                     (4)    Not applicable                      
                                     (6)    The Plan--Securities Subject to the 
                                             Plan
     (e) Resale Restrictions......          Not applicable
     (f) Tax Effects of Plan                
          Participation...........          Federal Income Tax Consequences
     (g) Investment of Funds......          Not applicable
     (h) Withdrawal from the Plan;          
          Assignment of Interest..          The Plan--Forms of Awards Under the
                                             Plan
     (i) Forfeitures and                    
          Penalties...............          Not applicable
     (j) Charges and Deductions
          and Liens Therefor......          Not applicable
 2.  Registrant Information and
      Employee Plan Annual                  
      Information.................          Available Information; Incorporation
                                             of Certain Documents by Reference
SUBJECT TO COMPLETION, DATED FEBRUARY 29, 1996
 
                                  PROSPECTUS
 
                               1,611,038 Shares
LOGO OF JACOBS
ENGINEERING              JACOBS ENGINEERING GROUP INC.
GROUP INC. 
                                 Common Stock
 
                               ----------------
 
                          Offered as set forth herein
                           to eligible employees of
 
                         JACOBS ENGINEERING GROUP INC.
 
                           and certain subsidiaries
                                pursuant to the
 
                         JACOBS ENGINEERING GROUP INC.
                       1989 EMPLOYEE STOCK PURCHASE 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 29, 1996
 
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................................................................   3
AVAILABLE INFORMATION......................................................   3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................   3
THE PLAN...................................................................   4
  Introduction.............................................................   4
  Purpose of the Plan......................................................   4
  Administration of the Plan...............................................   5
  Form of Options Under the Plan...........................................   5
  Eligible Employees.......................................................   7
  Termination, Amendment or Discontinuance of the Plan.....................   7
  Securities Subject to the Plan...........................................   8
THE "CAPTIVE BROKER" PROGRAM...............................................   8
FEDERAL INCOME TAX CONSEQUENCES............................................   8
  Tax Treatment of Optionees with Respect to Shares........................   9
  Withholding Taxes........................................................  11
  State Income Taxes.......................................................  11
PLAN NOT SUBJECT TO ERISA..................................................  11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES...........................................................  12
EXPERTS....................................................................  12
LEGAL OPINIONS.............................................................  12
2
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 251 South Lake Avenue, Pasadena, California 91101, telephone(818)
449-2171.
 
                             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 Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois and 7 World Trade Center, Suite 1300, New York,
New York. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 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.
 
  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 employees
eligible to receive options described in this Prospectus annual reports
containing audited financial statements accompanied by the report of its
independent auditors and quarterly reports containing unaudited financial
information.
 
                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, 1995;
 
    (2) The Quarterly Report on Form 10-Q of the Company for the quarter
  ended December 31, 1995;
 
    (3) The description of the Common Stock of the Company contained in its
  Registration Statement onForm 8-A dated November 16, 1989; and
 
    (4) The description of the Stock Purchase Rights of the Company contained
  in its Registration Statement on Form 8-A dated December 21, 1990.
 
                                       3
All documents subsequently 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 Annual Report to Stockholders or Proxy Statement, 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.
 
  Additional information concerning the Company is set forth in its Annual
Report to Stockholders. The Company has furnished or will furnish to each
employee to whom this Prospectus is sent or given a copy of the Company's
Annual Report to Stockholders for its most recent fiscal year. The Company
also will deliver to all employees participating in the Plan who do not
otherwise receive such material copies of all reports, proxy statements and
other communications distributed to stockholders generally.
 
  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). Optionees 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., 251 South Lake Avenue, Pasadena, California
91101, telephone (818) 449-2171.
 
                                   THE PLAN
 
INTRODUCTION
 
  This Prospectus describes the Jacobs Engineering Inc. 1989 Employee Stock
Purchase Plan (the "Plan"). The Plan was approved by the Board of Directors of
the Company on December 15, 1988, and by the shareholders of the Company on
February 14, 1989. On February 13, 1996 the shareholders of the Company
reserved an additional 1,500,000 shares of Common Stock for issuance under the
Plan, so that there are now a total of 2,906,777 shares of Common Stock
reserved for the Plan, of which 1,295,737 shares had been issued as of August
31, 1995.
 
  Pursuant to the Plan the Company grants options to purchase its Common Stock
at a cash purchase price equal to 90% of its fair market value, determined as
described below under "The Plan--Form of Options Under the Plan", to all
eligible employees under the Plan as described in this Prospectus.
 
PURPOSE OF THE PLAN
 
  The purpose of the Plan is to encourage all full-time employees of the
Company, its domestic subsidiaries and those of its foreign subsidiaries have
been or that may hereafter be included in the Plan to acquire an equity
position in the Company and thereby share in the future performance of the
Company.
 
                                       4
ADMINISTRATION OF THE PLAN
 
  The Plan is administered by the Compensation and Benefits Committee of the
Board of Directors of the Company (the "Committee"). The members of the
Committee will not receive any compensation from the Plan, but are compensated
by the Company for their services as directors and as members of the
Committee. The members of the Committee are appointed by the Board of
Directors of the Company. The Committee is authorized to construe and
interpret the Plan, to define the terms used in the Plan, to prescribe, amend
and rescind rules and regulations for the administration of the Plan and to
take any other action in connection with the administration of the Plan and
the options granted under the Plan that it may deem proper.
 
  The names and positions with the Company of the present members of the
Committee are as follows: James Clayburn LaForce, Director, Dale R. Laurance,
Director, and Robert B. Gwyn, Director.
 
  Additional information about the Plan and its administration may be obtained
from John W. Prosser, Jr. at the address and telephone number shown above.
 
FORM OF OPTIONS UNDER THE PLAN
 
  The options granted under the Plan are intended to be treated as options
granted pursuant to an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986. Under the Plan each eligible employee will have
the opportunity to purchase Common Stock of the Company at a price equal to
90% of its fair market value, determined as described below, through payroll
deductions. An election to exercise an option will be effective for a six-
month period commencing on each March 1 and September 1 of each year in which
the Plan is effective. An election to participate in the Plan is irrevocable
during the six-month option period for which it is made. Prior to the
commencement of each six-month option period, the Company will give each
eligible employee an opportunity to complete a Payroll Deduction Authorization
form authorizing the Company to deduct any whole percentile from two percent
(2%) to fifteen percent (15%) of his basic salary to be applied toward the
exercise of options under the Plan. An employee need not elect to participate
in the Plan if he does not wish to do so.
 
  The purchase price for shares that may be purchased upon the exercise of
options under the Plan will be the lesser of
 
    (1) 90% of the fair market value of the Common Stock of the Company on
  the first day of the six-month option period, or
 
    (2) 90% of the fair market value of the Common Stock on the last day of
  the six-month option period.
 
  The fair market value of the Common Stock will be equal to the closing price
for the Common Stock as reported in the composite transactions report of the
national securities exchange on which the Common Stock is then listed on the
day for which the fair market or, if such national securities exchange is
closed on that day, then the immediately preceding day on which it is open.
The Common Stock of the Company is currently listed on the New York Stock
Exchange.
 
  In no event may an eligible employee purchase stock under the Plan having a
fair market value, determined on the first day of each option period, in
excess of $25,000 during any calendar year. Since purchases are made at 90% of
fair market value, this means that no employee may have payroll deductions for
the Plan of more than $22,500 during any calendar year.
 
                                       5
In addition, the maximum number of shares that an employee may purchase for
any six-month election period will be determined on the first day of each
election period and will be based upon the assumption that the employee's
basic compensation will not change after the first day of the election period.
The maximum number of shares will be equal to the product obtained by
multiplying (a) the quotient obtained by dividing 15% of the total basic
compensation to be earned by the employee during the six-month election period
by an amount equal to 90% of the fair market value of the Common Stock on the
first day of the election period by (b) one and one-half (1 1/2). Subject to
the limitation referred to in the prior paragraph, any excess withholdings
resulting from this limitation will be used to buy Common Stock during the
next six-month election period or refunded to the employee without interest in
the event that the employee does not elect to purchase Common Stock pursuant
to the Plan during the next six-month election period.
 
  Once an eligible employee has elected to participate in the Plan for a six-
month option period, he cannot terminate his election during that six-month
option period unless he also terminates his employment with the Company and
its subsidiaries. See also "Federal Income Tax Consequences--Tax Treatment of
Optionees", below.
 
  At the end of each six-month option period, the amount withheld from each
optionee will be determined, and the Company will issue to each optionee that
number of whole shares of its Common Stock equal to the amount of withholding
divided by 90% of the fair market value of one share, as determined in the
manner described above. Any amounts withheld that do not constitute a full
share of stock will be carried over to the next six-month option period or
returned to the optionee upon request.
 
  Pending application of the funds for the purchase of shares of Common Stock,
the Company will hold amounts withheld from optionees under the Plan as its
general funds and may utilize such funds for general corporate purposes, with
no obligation to pay interest on the same. The Company will enter on its
records a liability to the respective optionees in an amount equal to the
cumulative amount withheld. Until the funds are applied to the purchase of
shares by the optionees, the optionees for whom the funds are being held are
subject to the risk that the Company may become insolvent or bankrupt. The
Company will send a statement to each optionee showing the total withholdings
being held by the Company for such optionee's account as soon as practicable
after the end of each six-month option period.
 
  If an eligible employee ceases to be employed by the Company or a
participating subsidiary for any reason, including death, disability,
retirement or voluntary or involuntary termination, then the employee's rights
under the Plan will immediately terminate, and the Company will refund to the
employee (or his estate or personal representative) all withholdings that have
not theretofore been applied to the purchase of shares, without interest. See
also "Federal Income Tax Consequences--Tax Treatment of Optionees", below. The
effect of an employee's taking a leave of absence will be determined by the
Committee in compliance with the Income Tax Regulations.
 
  No optionee will have any rights as a shareholder with respect to any shares
until they are issued to such optionee at the end of a six-month option
period.
 
  No adjustment will be made or additional amount paid as a result of
dividends or other rights for which the record date is prior to the date on
which the shares are issued to the optionee.
 
                                       6
ELIGIBLE EMPLOYEES
 
  All employees of the Company, of its 80% or more owned subsidiaries that are
incorporated within the United States and of any foreign subsidiaries
designated by the Board of Directors are eligible to participate in the Plan,
with the exception of certain classes of employees noted below. The Board of
Directors of the Company may change the designation of participating
subsidiaries in the Plan at any time. Unless otherwise determined by the Board
of Directors, eligible employees of domestic corporations that are acquired by
the Company and become 80% or more owned subsidiaries are eligible to
participate in the Plan, subject to the qualifications described in the
following paragraph. In such cases, they will receive credit for time worked
for the acquired corporation for the purpose of determining eligibility.
 
  Options may not be granted to employees who normally work fewer than 20
hours each week, employees who normally work five or fewer months during the
fiscal year of the Company, or employees who have completed less than one year
of service with the Company or one of the participating subsidiaries of the
Company as of the first day of any six-month option period.
 
  Moreover, any employee who would own more than five percent of the Common
Stock of the Company immediately after an option under the Plan were granted
to such employee would also be excluded from eligibility. For this purpose
stock that the employee may purchase under all outstanding stock options
granted to him under all stock option plans of the Company is to be treated as
stock owned by the employee for the purpose of determining the five percent
limit, even though the other options may not presently be exercisable.
 
  The Company estimates that there are approximately 8,500 employees of the
Company and its subsidiaries who are eligible to receive options under the
Plan.
 
TERMINATION, AMENDMENT OR DISCONTINUANCE OF THE PLAN
 
  The term of the Plan is for a period of ten years commencing on March 1,
1989 and ending on February 28, 1999.
 
  The Plan permits the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan at any time. However, no employee's rights to
purchase Common Stock with salary deductions made prior to the time of any
termination may be affected by any such suspension, discontinuance or
termination.
 
  No amendment may be made by the Board of Directors without shareholder
approval if it would either increase the number of shares of Common Stock
authorized to be issued under the Plan, materially increase the benefits to
employees under the Plan, materially modify the requirements as to eligibility
in the Plan, withdraw administration of the Plan from the Committee or permit
any member of the Committee to receive an option under the Plan or otherwise
receive any form of option, stock appreciation right or stock from the Company
except pursuant to a nondiscretionary formula plan.
 
  In the event of any merger, recapitalization, consolidation, reorganization
or other similar event affecting the Company, the Committee may make an
appropriate adjustment, including the substitution and issuance of shares in
any successor corporation for Common Stock of the Company to be issued under
the Plan.
 
  Under the formula for determining the purchase price of options under the
Plan, if there were any stock dividend, stock split or other like change in
the Common Stock of the Company during a six-month option period, then the
number of shares to be purchased by the optionee at the end of the option
period would be automatically adjusted in proportion to such change.
 
                                       7
SECURITIES SUBJECT TO THE PLAN
 
  The shares to be issued upon the exercise of options granted under the Plan
have been reserved from the authorized but unissued Common Stock of the
Company. The shares to be delivered under the Plan may, however, be purchased
from any person.
 
                         THE "CAPTIVE BROKER" PROGRAM
 
  All shares purchased by each optionee under the Plan will be delivered to an
individual brokerage account that will be maintained for each optionee by a
securities broker selected by the Company (the "Broker") solely for the
purpose of holding and selling, or delivering, in accordance with the
optionee's instructions to the Broker, shares purchased by the optionee under
the Plan. All optionees whose shares are held for them by the Broker must
communicate directly with the Broker regarding such shares. The current Broker
is Charles Schwab & Co.
 
  However, any optionee who was participating in the Plan prior to March 1,
1996 and who elected, by giving timely, written notice to the Company, as
instructed by the Company, that he or she did not wish to participate in the
Captive Broker program will continue to receive certificates for shares
purchased pursuant to the Plan.
 
  THE COMPANY'S RESPONSIBILITY UNDER THE CAPTIVE BROKER PROGRAM WILL BE
LIMITED TO GIVING THE BROKER THE NAMES, ADDRESSES AND SOCIAL SECURITY NUMBERS
OF OPTIONEES PARTICIPATING IN THE PLAN WHO ARE ALSO PARTICIPATING IN THE
CAPTIVE BROKER PROGRAM, ISSUING THE SHARES TO WHICH SUCH PERSONS ARE ENTITLED
UNDER THE PLAN TO AN ACCOUNT AT A SECURITIES DEPOSITORY DESIGNATED BY THE
BROKER AND DELIVERING TO THE BROKER A LIST OF THE PERSONS TO WHOM SUCH SHARES
HAVE BEEN ISSUED AND THE NUMBER OF SHARES TO WHICH EACH SUCH PERSON IS
ENTITLED UNDER THE PLAN.
 
  THE BROKER WILL BE RESPONSIBLE FOR ALL OTHER ASPECTS OF THE ADMINISTRATION
OF THE CAPTIVE BROKER PROGRAM, AND THE COMPANY WILL HAVE NO RESPONSIBILITY FOR
ANY ERRORS OR OMISSIONS OF THE BROKER OR ITS EMPLOYEES, AGENTS OR CONTRACTORS.
 
                        FEDERAL INCOME TAX CONSEQUENCES
 
  The following summary of federal income tax rules applicable to the Plan
does not purport to be complete. Optionees should consider consulting their
own tax advisors regarding the tax consequences of purchasing shares under the
Plan and subsequently disposing of such shares.
 
  The Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986. The options to be granted
under the Plan are, accordingly, referred to as "Section 423 options" in this
discussion.
 
  An optionee will not recognize income for federal income tax purposes either
upon the receipt of a Section 423 option or upon its exercise provided that
the optionee is an employee of the Company or a subsidiary included in the
Plan at all times from the date the option is granted until not more than
three months prior to the date of exercise of the option. Under the Plan the
dates of grant are on March 1 and September 1 of each year, and the dates of
exercise are six months after the date of grant.
 
  However, the amount of the optionee's salary that is withheld for the
purpose of the Plan is taxable income to the optionee and is subject to
withholding taxes and, ultimately, to federal income tax.
 
                                       8
TAX TREATMENT OF OPTIONEES WITH RESPECT TO SHARES
 
  An optionee will recognize ordinary income and capital gain or loss upon the
sale of shares acquired pursuant to a Section 423 option in amounts that
depend on whether the shares are sold in a "qualifying disposition", or in a
transaction that does not meet the requirements of a "qualifying disposition"
(referred to as a "disqualifying disposition").
 
  In both a "qualifying disposition" and a "disqualifying disposition", the
"total gain realized" is the difference between the sales price received for
the shares sold, less any sales commissions, and the amount paid for the
shares sold.
 
 Qualifying Dispositions:
 
  A "qualifying disposition" is a sale that takes place not less than:
 
    (a) One year after the date of purchase (which is also the date of
  exercise); and
 
    (b) Two years after the option is granted.
 
  Since options are deemed to be granted at the beginning of each option
period, and since each option period is six months in length, only a
disposition that occurs after the eighteenth month from the date of purchase
may constitute a "qualifying disposition".
 
  In a "qualifying disposition", part of the gain will always be treated as
ordinary income since the purchase price of the stock acquired will always be
less than 100% of the stock's fair market value ("FMV") on the date the option
is granted. The part of the gain that will be treated as ordinary income will
be the lesser of:
 
    (a) The discount in the option price or purchase price on the date of
  grant; or
 
    (b) The excess of the FMV of the shares at the time of sale of the
  optionee over the purchase price. If the FMV of the shares at the time of
  sale of the optionee is less than the purchase price, then there is no gain
  and consequently no ordinary income, and the full amount of the loss is a
  long-term capital loss.
 
 Disqualifying Dispositions:
 
  If an optionee sells shares acquired pursuant to a Section 423 option in a
transaction that does not qualify under the rules discussed above for a
"qualifying disposition", then the entire difference between the FMV of the
shares on the date the shares were purchased and the purchase price of those
shares is taxable as ordinary income in the year of sale or other disposition.
 
  The amount of ordinary income that will be recognized on a disqualifying
disposition may be greater or less than the total gain realized on the sale of
the shares, because the amount of ordinary income is measured by reference to
the difference between the FMV of the shares on the date the shares were
purchased and the purchase price. Therefore, the optionee will recognize
capital gain or loss in the year of sale equal to the difference between the
total gain realized on the sale and the amount that is required to be treated
as ordinary income.
 
  The Company receives a tax deduction for federal income tax purposes to the
extent that an optionee has taxable ordinary income on a disqualifying
disposition. The Company will treat transfers of record ownership of shares,
including transfers to brokers or nominees, or into "street name" accounts, as
dispositions. In order to avoid this treatment, the optionee may notify the
Company in writing of the circumstances of the particular sale or transfer of
stock. However, the Company's issuance of an optionee's shares into an account
maintained by the Broker pursuant to the "Captive Broker" program will not be
treated as a disposition (See "The "Captive Broker' Program", above).
 
                                       9
If any sale or transfer occurs within eighteen months after the purchase
date, the Company will add to the optionee's taxable compensation on Form W-2
for the year in which the sale or transfer occurs the amount of ordinary
income deemed to be realized by the optionee as if the sale or transfer were
in fact a disqualifying disposition. In order to determine the amount of
income to be reported, the Company will utilize information from the Broker
regarding sales and transfers constituting disqualifying dispositions.
 
 Examples:
 
  The following examples are intended to provide a general understanding of
the rules discussed above and do not purport to provide a complete analysis of
the income tax effects of all possible sales of shares acquired through the
1989 Employee Stock Purchase Plan:
 
Example #1  (market value of the common stock increases during the option
            period, and the stock is sold ultimately at a gain in an amount
            greater than the FMV of the stock on the date of exercise):
END OF
                               BEGINNING OF  OPTION "QUALIFYING" "DISQUALIFYING"
                               OPTION PERIOD PERIOD DISPOSITION    DISPOSITION
                               ------------- ------ ------------ ---------------
Stock's FMV...................    $18.00     $25.00
Option price..................     16.20      22.50
                                  ------     ------
    Discount..................    $ 1.80     $ 2.50
                                  ======     ======
Assumed sales price...........                         $30.00        $30.00
Purchase price (basis)........                          16.20         16.20
                                                       ------        ------
    Total gain................                         $13.80        $13.80
                                                       ======        ======
Components of "total gain":...
  Ordinary income.............                         $ 1.80        $ 8.80
  Capital gain (loss).........                          12.00          5.00
                                                       ------        ------
    Total gain................                         $13.80        $13.80
                                                       ======        ======
Example #2  (market value of the common stock decreases during the option
            period, and the stock is sold ultimately at a gain, but at an
            amount less than the FMV of the stock on the date of exercise):
END OF
                               BEGINNING OF  OPTION "QUALIFYING" "DISQUALIFYING"
                               OPTION PERIOD PERIOD DISPOSITION    DISPOSITION
                               ------------- ------ ------------ ---------------
Stock's FMV...................    $25.00     $20.00
Option price..................     22.50      18.00
                                  ------     ------
    Discount..................    $ 2.50     $ 2.00
                                  ======     ======
Assumed sales price...........                         $19.00        $19.00
Purchase price (basis)........                          18.00         18.00
                                                       ------        ------
    Total gain................                         $ 1.00        $ 1.00
                                                       ======        ======
Components of "total gain":...
  Ordinary income.............                         $ 1.00        $ 2.00
  Capital gain (loss).........                              0         (1.00)
                                                       ------        ------
    Total gain................                         $ 1.00        $ 1.00
                                                       ======        ======
10
Example #3  (market value of the common stock increases during the option
            period, and the stock is sold ultimately at a gain, but at an
            amount less than the FMV of the stock on the date of exercise):
END OF
                               BEGINNING OF  OPTION "QUALIFYING" "DISQUALIFYING"
                               OPTION PERIOD PERIOD DISPOSITION    DISPOSITION
                               ------------- ------ ------------ ---------------
Stock's FMV...................    $25.00     $30.00
Option price..................     22.50      27.00
                                  ------     ------
    Discount..................    $ 2.50     $ 3.00
                                  ======     ======
Assumed sales price...........                         $29.00        $29.00
Purchase price (basis)........                          22.50         22.50
                                                       ------        ------
    Total gain................                         $ 6.50        $ 6.50
                                                       ======        ======
Components of "total gain":...
  Ordinary income.............                         $ 2.50        $ 7.50
  Capital gain (loss).........                           4.00         (1.00)
                                                       ------        ------
    Total gain................                         $ 6.50        $ 6.50
                                                       ======        ======
WITHHOLDING TAXES
 
  The Company is required to withhold federal income taxes and certain other
amounts required by applicable laws from employee compensation. Such
withholdings will be calculated on amounts that include payroll deductions
under the Plan. The Company may make any provision that it deems appropriate
for such withholdings. However, no withholding will be made from funds
representing payroll deductions that are to be held for purchase of stock
under the Plan unless required by applicable law.
 
STATE INCOME TAXES
 
  Optionees 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.
 
                           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.
 
                                      11
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 and the Bylaws of the Company 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 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 Securities and Exchange 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 Jacobs Engineering Group Inc.'s Annual Report
(Form 10-K) for the year ended September 30, 1995, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference. Such
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 Securities and Exchange 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, 333 South Grand Avenue, 37th Floor, Los
Angeles, California 90071.
 
                                      12
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. 1989 Employee Stock Purchase Plan, as
       amended and restated to date.
 
 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 Quarterly
       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 4.4 to the Company's Quarterly Report on Form 10-Q for the
       period ended June 30, 1995 and incorporated herein by reference.
 
 *5.   Opinion of Barton, Klugman & Oetting, including their consent.
 
*24.   (a) Consent of Ernst & Young LLP, independent auditors.
 
       (b) Consent of Barton, Klugman & Oetting (included in Exhibit 5)
--------
* Filed herewith.
 
                                      S-1
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
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 the 29th day of
February, 1996.
 
                                          JACOBS ENGINEERING GROUP INC.
 
                                          By      /s/ Noel G. Watson
                                            -----------------------------------
                                                    (Noel G. Watson)
                                                        President
 
                               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.
 
  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
/s/ Noel G. Watson            Director and Chief Executive  February 29, 1996
____________________________________ Officer
           Noel G. Watson
 
      /s/ Joseph J. Jacobs           Director                      February 29, 1996
____________________________________
          Joseph J. Jacobs
 
     /s/ Joseph F. Alibrandi         Director                      February 29, 1996
____________________________________
        Joseph F. Alibrandi
 
       /s/ Peter H. Dailey           Director                      February 29, 1996
____________________________________
          Peter H. Dailey
 
       /s/ Robert B. Gwyn            Director                      February 29, 1996
____________________________________
           Robert B. Gwyn
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
/s/ Linda K. Jacobs           Director                      February 29, 1996
____________________________________
          Linda K. Jacobs
 
     /s/ J. Clayburn LaForce         Director                      February 29, 1996
____________________________________
        J. Clayburn LaForce
 
      /s/ Dale R. Laurance           Director                      February 29, 1996
____________________________________
          Dale R. Laurance
 
    /s/ Linda Fayne Levinson         Director                      February 29, 1996
____________________________________
        Linda Fayne Levinson
 
      /s/ David M. Petrone           Director                      February 29, 1996
____________________________________
          David M. Petrone
 
     /s/ James L. Rainey, Jr.        Director                      February 29, 1996
____________________________________
        James L. Rainey, Jr.
 
     /s/ John W. Prosser, Jr.        Principal Financial Officer   February 29, 1996
____________________________________
        John W. Prosser, Jr.
 
     /s/ Nazim G. Thawerbhoy         Principal Accounting Officer  February 29, 1996
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        Nazim G. Thawerbhoy