8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2007

URS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State of jurisdiction of incorporation)
1-7567 (Commission File No.)	94-1381538 (IRS Employer Identification No.)

600 Montgomery Street, 26^th Floor

San Francisco, California 94111-2728

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (415) 774-2700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Director

On March 23, 2007, the Board of Directors of URS Corporation ("URS") increased the authorized number of directors from nine to ten and appointed Douglas W. Stotlar to fill the vacancy. The Board determined that Mr. Stotlar is independent within the meaning of the rules of the New York Stock Exchange and URS' Corporate Governance Guidelines. No determinations have yet been made regarding any Board committees on which Mr. Stotlar will be asked to serve. A copy of the press release announcing Mr. Stotlar's appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(e)(1) Increase in Base Salary

On March 22, 2007, the Compensation Committee of the Board of Directors approved the following annual base salary increases for the following named executive officers (as determined in accordance with applicable Securities and Exchange Commission regulations): from $950,000 to $1,000,000 for Martin Koffel; from $400,000 to $425,000 for Thomas Bishop; from $400,000 to $420,000 for Reed Brimhall; from $465,000 to $480,000 for H. Thomas Hicks; from $525,000 to $550,000 for Gary Jandegian; from $290,000 to $305,000 for Susan Kilgannon; from $400,000 to $420,000 for Joseph Masters and from $450,000 to $475,000 for Randall Wotring.

(e)(2) Adoption of Bonus Plan Performance Targets for 2007

Most of our executive officers and selected senior managers ("Designated Participants") participate annually in our 1999 Incentive Compensation Plan (the "Bonus Plan"). Under the Bonus Plan, the Designated Participants are eligible to earn annual bonuses based on formulas tied to certain predefined financial performance targets that are established annually by the Compensation Committee of our Board of Directors. Each Designated Participant is assigned a "Target Bonus" at the beginning of the fiscal year, expressed as a percentage of his or her base salary.

On March 22, 2007, the Compensation Committee established the following Target Bonuses for our named executive officers with respect to their participation in the Bonus Plan for fiscal year 2007: Martin Koffel, 125%; Thomas Bishop, 60%; Reed Brimhall, 60%; H. Thomas Hicks, 75%; Gary Jandegian, 75%; Susan Kilgannon, 40%; Joseph Masters, 65% and Randall Wotring, 75%.

1

The Compensation Committee also established the financial performance targets under the Bonus Plan. For fiscal year 2007, a minimum corporate net income target is a prerequisite for all Designated Participants under the Bonus Plan. In addition, with respect to our executive officers, the corporate net income target will be the sole financial measurement used to determine bonuses for Martin Koffel, H. Thomas Hicks, Reed Brimhall, Joseph Masters, and Susan Kilgannon; divisional operating profit contribution will be an additional financial measurement for Thomas Bishop and Gary Jandegian; and divisional operating profit contribution and days sales outstanding will be additional financial measurements for Randall Wotring. The Compensation Committee will have the discretion to adjust financial results for one-time, non-recurring events that are allowable under the rules of Section 162(m) of the Internal Revenue Code to qualify as "performance-based" awards. The foregoing description of the above Bonus Plan Performance Targets for 2007 is qualified in its entirety by reference to the 2007 Annual Incentive Compensation Plan identified in Exhibit 10.1.

Item 8.01. Other Events.

On March 23, 2007, the Board of Directors authorized the repurchase of up to a maximum of one million shares of the common stock of URS, plus that number of shares equal to the cumulative number of shares of common stock issued from time-to-time pursuant to the URS equity incentive plan and employee stock purchase plan during the period from December 30, 2006 through January 1, 2010 (excluding shares issued upon the exercise of options issued prior to December 30, 2006). A copy of the press release announcing the stock repurchase program is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)Exhibits

                      10.1    2007 URS Corporation Annual Incentive Compensation Plan pursuant tothe 1999 Incentive Compensation Plan. FILED HEREWITH.

 99.1     Press Release, dated March 26, 2007, entitled "Douglas W. Stotlar Joins URS Board of Directors." FILED HEREWITH.

99.2     Press Release dated March 26, 2007, entitled "URS Announces Stock Repurchase Program." FILED HEREWITH.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URS CORPORATION
Dated: March 23, 2007	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Office

3

EXHIBIT INDEX

Exhibit
Number	Description
_______________________	__________________________________________________________________________________________________________________
10.1	2007 URS Corporation Annual Incentive Compensation Plan pursuant to the 1999 Incentive Compensation Plan. FILED HEREWITH.
99.1	Press Release, dated March 26, 2007, entitled "Douglas W. Stotlar Joins URS Board of Directors." FILED HEREWITH.
99.2	Press Release dated March 26, 2007, entitled "URS Announces Stock Repurchase Program." FILED HEREWITH.

4

EX-10.1

EXHIBIT 10.1

URS CORPORATION

2007 Annual Incentive Compensation Plan Summary

I.              Plan Objectives

The URS Corporation Annual Incentive Compensation Plan (the "Plan") is intended to provide rewards to individuals who make a significant contribution to the financial performance of URS Corporation and its URS Division and EG&G Division (collectively, the "Company") during each fiscal year (a "Plan Year"). Among other things, the Plan is intended to:

¡±          Help key employees to focus on achieving specific financial targets;

¡±          Reinforce teamwork;

¡±          Provide significant award potential for achieving outstanding performance; and

¡±          Enhance the Company's ability to attract and retain highly talented and competent people.

II.             General Plan Description

     A.Eligibility

The Plan provides an opportunity for employees to earn cash awards based on achievement of Company and individual performance objectives during a Plan Year. Eligible participants are classified in one of two categories:

1. "Designated Participants" are key employees who have the potential to significantly impact the Company's success; or

2. "Non-designated Participants" are employees who demonstrate outstanding individual effort and results during the year. Awards to this group of employees are paid from a discretionary bonus pool.

1

Except as noted herein, to be eligible to receive an award under the Plan, participants must be employed by the Company at the end of the Plan Year. However, if the employment of a Designated Participant is terminated prior to the end of a Plan Year due to death, permanent disability or retirement, other than the retirement of a Covered Employee (as defined in the Plan), the Designated Participant (or their heirs in the case of death) will be eligible to receive a pro-rata award based on the time the Designated Participant was employed by the Company and the performance objectives achieved. If a Designated Participant's employment is terminated for any other reason prior to the end of a Plan Year (whether voluntary or involuntary), the Designated Participant will not receive an award. New hires (employees who join the Company during the Plan Year) who are identified as Designated Participants must have at least three months of service and be employed by the Company at the end of a Plan Year to be eligible to receive a pro-rata award based on the time the Designated Participant was employed by the Company and the performance objectives achieved. Notwithstanding the foregoing, the terms of a Designated Participant's employment agreement will supersede the terms and conditions of the Plan.

B.        Performance Objectives

Each Plan Year, the Compensation Committee of the Board of Directors (the "Committee") establishes specific performance objectives for the Company and for Designated Participants, including weightings of the performance objectives, by the business unit or units in which the Designated Participant is expected to have the most direct impact. The performance objectives may be based on any one, all or a combination of the following (each as defined in the Plan):

1.Net Income;

2.Contribution;

3.Average Day Sales Outstanding;

4.Revenues; and/or

5.New Sales.

In addition, the Committee has the discretion to adjust the performance objectives by including or excluding the following events that may occur during a Plan Year and that are objectively determinable and unrelated to the achievement of the performance objectives:

1. Effects of changes in U.S. tax laws, generally accepted accounting principles or other laws or provisions affecting the Company's reported financial results;

2.              Extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company's annual report to stockholders for a Plan Year; and

2

3. Effects of changes in capital structure, such as stock offering, debt offering and debt restructure.

C.         Target Bonus Pool

Each Plan Year, the Committee identifies a target bonus pool as part of the Company's financial planning process. The target bonus pool is the sum of all anticipated awards for Designated Participants and Non-designated Participants. The actual bonus pool may vary from the target bonus pool depending on the Company's actual performance against the performance objectives established for a Plan Year.

D.         Target Bonus Percentage

Each Plan Year, the Committee assigns each Designated Participant a target bonus percentage, expressed as a percentage of salary, based on his or her anticipated contributions to the Company.

III.           2007 Plan Year

A.         Performance Objectives

For the 2007 Plan Year, the Committee established as a prerequisite to all bonus payments under the Plan that URS Corporation meets a minimum Net Income threshold. In addition, the Committee established business unit performance objectives and individual performance objectives for Designated Participants, including weightings of the performance objectives, by the business unit where the Designated Participant is expected to have the most direct impact as follows:

Name	Primary Performance Objective	Weight
URS Corporation	Net Income	100%
URS Division	URS Division Profit Contribution	100%
EG&G Division	EG&G Division Profit Contribution	100%

In addition, for Designated Participants in the URS Division and the EG&G Division, the Committee has established secondary individual performance objectives consisting of Average Day Sales Outstanding, Safety Record, Revenues and New Sales.

B.         Target Bonus Pool

For the 2007 Plan Year, the Committee established a target bonus pool which will be funded based on achievement of the Company performance objectives as follows:

3

Performance Results	2007 Award Pool Funding
110%, 115% or 120% of Performance Objective, depending on the specific Performance Objective	200%
100% of Performance Objective	100%
90% of Performance Objective	0%

C.         Target Bonus Percentage

For the 2007 Plan Year, the Committee has established the following target bonus percentages for the Company's executive officers:

Name	2007 Target Bonus Percentage (as a percentage of salary)
Martin M. Koffel	125%
H. Thomas Hicks	75%
Thomas W. Bishop	60%
Reed N. Brimhall	60%
Gary V. Jandegian	75%
Joseph Masters	65%
Randall A. Wotring	75%
Susan B. Kilgannon	40%

IV.           Determination of Awards

Awards to Designated Participants will be dependent upon satisfying one or more of the following criteria: (1) the Company achieving its Net Income threshold; (2) the Division achieving its minimum contribution threshold; and (3) the Designated Participant achieving his/her individual performance goal(s). A Designated Participant's award will be calculated based on the percent of his/her performance goal(s) achieved, multiplied by his/her target bonus percentage and by his/her base salary earned during the Plan Year. Determinations of awards to Non-designated Participants (from the discretionary pool) will be made by the CEO at the end of a Plan Year.

4

V.            Other Plan Provisions

A.         Payment of Awards

Assessment of actual performance and payout of awards will be subject to completion of the Company's fiscal year-end independent audit and certification by the Committee that the applicable performance objectives and other material terms of the Plan have been met.

The actual award earned will be paid to Designated Participants (or the Designated Participant's heirs in the case of death) in cash within 30 days following completion of both the independent audit and the above-referenced certification by the Committee. Payroll and other taxes will be withheld as required by law.

B.         Plan Accrual

Estimated payouts for the Plan will accrue monthly during each Plan Year. At the end of each fiscal quarter, the estimated actual awards for the Plan Year will be evaluated based on actual performance to date and the monthly accrual rate will be adjusted so that the cost of the Plan is fully accrued at Plan Year-end. Accrual of estimated payouts does not imply vesting of any individual awards to Designated Participants.

C.         Administration

The Plan will be administered by the Committee and the CEO. The Committee may, without notice, amend, suspend or revoke the Plan at any time.

D.         Assignment of Employee Rights

No employee has a claim or right to be a participant, to continue as a participant or to be granted an award under the Plan. Participation in the Plan does not give an employee the right to be retained in the employment of the Company or its affiliates, nor does it imply or confer any other employment rights.

Nothing contained in the Plan shall be construed to create a contract of employment with any participant. The Company and its affiliates reserve the right to elect any person to its offices and to remove any employees in any manner and upon any basis permitted by law.

Nothing contained in the Plan shall be deemed to require the Company or its affiliates to deposit, invest or set aside amounts for the payment of any awards. Participation in the Plan does not give a participant any ownership, security or other rights in any assets of the Company or any of its affiliates.

E.          Validity

In the event that any provision of the Plan is held invalid, void or unenforceable, such provision shall not affect, in any respect, the validity of any other provision of the Plan.

5

F.         Governing Law

The Plan will be governed by, and construed in accordance with, the laws of the State of California.

6

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:

Sard Verbinnen & Co

Hugh Burns/Jamie Tully

(212) 687-8080

URS Corporation                                                                                                                                                                        0;                                                                                                                                        

H. Thomas Hicks                                                                                                                                                                         0;                                                                                                                                        

Vice President                                                                                                                                                                                                                                                                                                                        

& Chief Financial Officer

(415) 774-2700

DOUGLAS W. STOTLAR JOINS URS

BOARD OF DIRECTORS

__________________________________________________________________________________________________________________________________________________________

SAN FRANCISCO, CA - March 26, 2007 - URS Corporation (NYSE: URS) today announced that Douglas W. Stotlar, President and Chief Executive Officer of Con-way, Inc., a NYSE-listed freight transportation and logistics company (NYSE: CNW), has joined its Board of Directors, effective immediately.

Commenting on Mr. Stotlar’s election to the Board, Martin M. Koffel, URS Chairman and CEO, said: “We are delighted to welcome Douglas Stotlar to the URS Board as an independent director. His proven leadership abilities at Con-way, a successful global transportation company, combined with his extensive knowledge of transportation infrastructure and logistics management, uniquely qualified Mr. Stotlar for the URS Board.”

Mr. Stotlar’s appointment increases the number of independent directors on the URS Board to nine. Martin Koffel is the only non-independent director on the Board.

Said Mr. Stotlar: “URS is a dynamic company that is well positioned for the future. I look forward to working with the other members of the Board and URS’ management team to build on the Company’s track record of growth and enhancing value for stockholders.”

1

Prior to his appointment as President and Chief Executive Officer of Con-way in April 2005, Mr. Stotlar, 46, was President and Chief Executive Officer of Con-way Transportation Services, Inc. (CTS), the company’s regional trucking subsidiary, from 2004. Previously, he served as Vice President and Chief Operating Officer of CTS from 2002, and Executive Vice President of Operations for CTS from 1997. Mr. Stotlar joined Con-way in 1985 as a freight operations supervisor for Con-way Central Express.

Mr. Stotlar earned his bachelor’s degree in transportation and logistics from The Ohio State University. He serves as Vice President at Large and is a member of the executive committee of the American Trucking Association, and is a member of the Board of Directors for the American Transportation Research Institute.

URS Corporation offers a comprehensive range of professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services for transportation, facilities, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 29,300 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products industries (www.urscorp.com).

2

EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE DISTRIBUTION

Contact:

Sard Verbinnen & Co

Hugh Burns/Jamie Tully

(212) 687-8080

                            0;        

URS Corporation                                                                                                                                                        & #160;                                                                                                                                       

H. Thomas Hicks                                                                                                                                                                         0;                                                                                                                        

Vice President                                                                                                                                                                                                                                                                                                       

& Chief Financial Officer

(415) 774-2700

URS ANNOUNCES STOCK REPURCHASE PROGRAM

_________________________________________________________

SAN FRANCISCO, CA - March 26, 2007 - URS Corporation (NYSE: URS)today announced that its Board of Directors has approved a common stock repurchase program designed to offset the earnings per share dilution that results from the issuance of additional shares under the Company¡¦s equity incentive and employee stock purchase plans.

Under this program, URS will repurchase up to one million shares of the Company¡¦s common stock plus the cumulative number of additional shares issued or deemed issued under the Company¡¦s equity incentive plan and employee stock purchase plan for the period from December 30, 2006 through January 1, 2010 (excluding shares issued upon the exercise of options issued prior to December 30, 2006).

Commenting on the stock repurchase plan, Martin M. Koffel, Chairman and Chief Executive Officer of URS, said:  ¡§With our success in reducing the Company¡¦s debt-to-capital ratio and positive outlook for future cash flow performance, the Board believed it appropriate to use a modest portion of the Company¡¦s expected cash flow to offset the dilutive effect of shares issued in connection with our employee compensation plans.  We will continually assess other opportunities for using our cash with a view toward continuing to create long-term stockholder value.¡¨

1

The share repurchases will be made from time-to-time at the Company¡¦s discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Board of Directors may modify, suspend, extend or terminate the program at any time.

URS Corporation offers a comprehensive range of professional planning and design, systems engineering and technical assistance, program management, construction management, and operations and maintenance services for transportation, commercial/ industrial, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 29,300 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products industries (www.urscorp.com).

2