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): February 26, 2010

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-7567	94-1381538
(Commission File No.)	(IRS Employer Identification No.)

600 Montgomery Street, 26th 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 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)

On February 26, 2010, our Board of Directors adopted amendments to Section 26(b) of our Bylaws to confirm and clarify the stated duties, authority and qualifications of our Lead Independent Director to conform more completely with our current actual practice.  Our Board did not amend any other provision of our Bylaws.  The amendments to our Bylaws were effective upon adoption by our Board on February 26, 2010.

The foregoing description of our new Bylaws is qualified in its entirety by reference to Section 26(b) of our Bylaws, as amended on February 26, 2010, a copy of which is attached hereto as Exhibit 3.5 and incorporated by reference into this Item 5.03.

Item 9.01  Financial Statements and Exhibits.

           (d)   Exhibits

   3.5         Section 26(b) of the Bylaws of URS Corporation, as amended on February 26, 2010.

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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: February 26, 2010	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer
		URS Corporation

 

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EXHIBIT INDEX

Exhibit No.	Description
3.5	Section 26(b) of the Bylaws of URS Corporation, as amended on February 26, 2010.

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EX-3.5

EXHIBIT 3.5

Section 26(b) of the Bylaws of URS Corporation

as Amended on February 26, 2010

(marked to show changes from the version of Section 26(b) in effect prior to the amendment)

Duties of the Lead Independent Director.  The Chairman of the Board of Directors, or if the Chairman is not an independent director, one of the independent directors, may who has served as a director of the corporation for at least one year, shall be designated by the independent directors of the Board of Directors as the lead independent director to serve until replaced by the independent directors of the Board of Directors (“Lead Independent Director”).  The Lead Independent Director will, with the Chairman of the Board of Directors, establish approve the agenda for regular Board meetings and; serve as chairman of Board of Directors meetings in the absence of the Chairman of the Board of Directors; establish and approve the agenda for meetings of the independent directors; approve Board meeting schedules to assure there is sufficient time for discussion of all agenda items; approve information sent to the Board of Directors; coordinate with the committee chairs regarding meeting agendas and informational requirements; have authority to call meetings of the independent directors; preside over meetings of the independent directors; preside over any portions of Board meetings of the Board of Directors at which the evaluation or compensation of the Chief Executive Officer is presented or discussed; preside over any portions of Board meetings of the Board of Directors at which the performance of the Board of Directors is presented or discussed; and serve as a liaison between the Chairman and the independent directors; coordinate the activities of the other independent directors; if requested by major stockholders of the corporation, ensure that he or she is available for consultation and direct communication with such stockholders; and perform such other duties as may be established or delegated by the independent directors from time to timethe Chairman of the Board of Directors.

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