S-4

     As filed with the Securities and Exchange Commission on August 4, 1999
                                                      Registration No. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ----------------
                                    FORM S-4
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                               ----------------
                                URS CORPORATION
             (Exact name of Registrant as specified in its Charter)
                                                              
           DELAWARE                           8711                      94-1381538
  (State or Other Jurisdiction     (Primary Standard Industrial      (I.R.S. Employer
of Incorporation or Organization)   Classification Code Number)     Identification No.)



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

                                 Co-Registrants
                                (See next page)

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

                        100 California Street, Suite 500
                            San Francisco, CA 94111
                                 (415) 774-2700
  (Address, including zip code, and telephone number, including area code, of
                   Registrants' principal executive offices)

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

                               Kent. P. Ainsworth
               Executive Vice President, Chief Financial Officer,
         Principal Accounting Officer and Secretary of URS Corporation
                        100 California Street, Suite 500
                            San Francisco, CA 94111
                                 (415) 774-2700
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                    Copy to:
                              Gregg A. Noel, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                             300 South Grand Avenue
                         Los Angeles, California 90071
                                 (213) 687-5000

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

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

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

                        CALCULATION OF REGISTRATION FEE


- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
                                                     Proposed       Proposed
                                                     Maximum        Maximum
                                       Amount     Offering Price   Aggregate      Amount of
     Title of Each Class of            to be           Per          Offering     Registration
   Securities to be Registered       Registered    Security(1)      Price(1)        Fee(1)
- ---------------------------------------------------------------------------------------------
                                                                    
12 1/4% Senior Subordinated
 Exchange Notes Due 2009........    $200,000,000       100%       $200,000,000     $55,600
- ---------------------------------------------------------------------------------------------
Guarantees of the 12 1/4% Senior
 Subordinated Exchange Notes(2)..         --             --             --             --
- ---------------------------------------------------------------------------------------------
Total...........................    $200,000,000       100%       $200,000,000     $55,600
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------

(1) Determined in accordance with Rule 457(f) promulgated under the Securities
    Act of 1933, as amended.
(2) No separate consideration will be received for the Guarantees, and,
    therefore, no additional registration fee is required.

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


   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

                                 Co-Registrants



                            State or
                              Other
                          Jurisdiction
                               of         Primary Standard
   Exact Name of Co-      Incorporation      Industrial
     Registrant as             or        Classification Code  I.R.S. Employer
Specified in its Charter  Organization         Number        Identification No.
- ------------------------  -------------  ------------------- ------------------
                                                    
URS GREINER WOODWARD-        Colorado           8711             84-0628381
 CLYDE, INC.
URS GREINER WOODWARD-      Connecticut          8711             06-0847429
 CLYDE, INC.
URS GREINER WOODWARD-        Maryland           8711             74-2444918
 CLYDE, INC.
URS GREINER WOODWARD-       California          8711             94-1370980
 CLYDE, INC.--CALIFORNIA

URS GREINER WOODWARD-          Ohio             8711             34-0939859
 CLYDE, INC.--OHIO
URS GREINER WOODWARD-       Washington          8711             91-0818097
 CLYDE, INC.--WASHINGTON
URS GREINER WOODWARD-        Michigan           8711             38-1776252
 CLYDE, INC. GREAT LAKES
URS GREINER WOODWARD-         Nevada            8711             74-2578416
 CLYDE, INC. PACIFIC
URS GREINER WOODWARD-       California          8711             59-2087895
 CLYDE, INC. SOUTHERN
URS GREINER WOODWARD-        Arizona            8711             74-2444919
 CLYDE, INC. SOUTHWEST
URS GREINER WOODWARD-        Delaware           8711             84-1450309
 CLYDE GROUP, INC.
URS GREINER WOODWARD-        New York           8711             11-1980241
 CLYDE GROUP
 CONSULTANTS, INC.
URS GREINER WOODWARD-        Delaware           8711             94-3050143
 CLYDE CONSULTANTS, INC.
URS GREINER WOODWARD-        Colorado           8711             84-0466054
 CLYDE CONSULTANTS, INC.
 --COLORADO
URS CONSULTANTS, INC.--      Florida            8711             22-3342095
 FLORIDA
URS GREINER WOODWARD-        Delaware           8711             94-3077384
 CLYDE FEDERAL SERVICES,
 INC.
URS GREINER WOODWARD-        Delaware           8711             51-0341962
 CLYDE LICENSING CORP.
URS GREINER WOODWARD-        Delaware           8711             94-3216333
 CLYDE OPERATING
 SERVICES, INC.
URS GREINER WOODWARD-         Nevada            8711             94-1716908
 CLYDE INTERNATIONAL--
 AMERICAS, INC.
URS GREINER WOODWARD-        Delaware           8711             94-3128864
 CLYDE INTERNATIONAL
 HOLDINGS, INC.
URS GREINER WOODWARD-         Nevada            8711             95-1799320
 CLYDE ENGINEERING, INC.
WVP CORPORATION              Missouri           8711             43-1195901
GCH ACQUISITION            Pennsylvania         8711             25-1570578
 CORPORATION
GEO-CON, INC.              Pennsylvania         8711             25-1362374
DAMES & MOORE GROUP          Delaware           8711             95-4316617
AMAN ENVIRONMENTAL          California          1795             95-4415779
 CONSTRUCTION, INC.
BRW GROUP, INC.             California          8711             41-1839326
CLEVELAND WRECKING          California          1795             95-4628214
 COMPANY
CONTRACTING RESOURCES        Delaware           1795             91-1879833
 INTERNATIONAL, INC.
DAMES & MOORE, INC.          Delaware           8711             95-4675330
DECISIONQUEST, INC.         California          8711             95-4556077
O'BRIEN-KREITZBERG, INC.    California          8711             94-3213883
RADIAN ACQUISITION           Delaware           8711             95-4729900
 CORPORATION
RADIAN INTERNATIONAL LLC     Delaware           8711             74-2746893
SIGNET TESTING               Delaware           8711             94-3297332
 LABORATORIES, INC.
WALK, HAYDEL &              Louisiana           5169             72-0604461
 ASSOCIATES, INC.


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


++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and is not soliciting an offer to buy these    +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Prospectus

       The information in this prospectus will be amended or completed;
                             dated August 4, 1999

        Offer to Exchange All 12 1/4% Senior Subordinated Notes due 2009
            for 12 1/4% Senior Subordinated Exchange Notes due 2009
                                       of

                           [LOGO OF URS CORPORATION]

                  The Exchange Offer will expire at 5:00 P.M.,
            New York City time, on          , 1999, unless extended.

  Terms of the exchange offer:

  . We will issue up to $200,000,000 aggregate principal amount of new notes.

  . We will exchange new notes for all outstanding old notes that are validly
    tendered and not withdrawn prior to the expiration of the exchange offer.

  . You may withdraw tenders of old notes at any time prior to the expiration
    of the exchange offer.

  . The exchange of old notes for new notes will not be a taxable transaction
    for U.S. federal income tax purposes but you should see the discussion
    under the caption "United States Federal Income Tax Consequences" on page
    27 for more information.

  . We will not receive any cash proceeds from the exchange offer.

  . The terms of the new notes are substantially identical to those of the
    outstanding old notes, except that the transfer restrictions and
    registration rights relating to the old notes do not apply to the new
    notes.

  . The old notes are, and the new notes will be, guaranteed by our wholly-
    owned domestic subsidiaries with gross revenues aggregating 90% or more of
    our and our domestic subsidiaries' aggregate gross revenues on a
    consolidated basis, and if not otherwise included, all of our wholly-owned
    subsidiaries with annual gross revenues of $5 million or more.

  . The exchange offer is the initial public offering of the new notes.

  . There is no established trading market for the new notes or the old notes.

  . We do not intend to apply for listing of the new notes on any national
    securities exchange or for quotation through The Nasdaq National Market.

                                  -----------

  See "Risk Factors" beginning on page 8 for a discussion of risks you should
consider.

                                  -----------

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

                                  -----------

                The date of this prospectus is          , 1999.


                               PROSPECTUS SUMMARY

   The following summary highlights selected information from this prospectus
and may not contain all of the information that is important to you. This
prospectus includes specific terms of the new notes, as well as information
regarding our business and detailed financial data. We encourage you to read
this entire prospectus carefully, including the discussion of risks and
uncertainties affecting our business included under the caption "Risk Factors"
beginning on page 8, and the documents to which we refer you.

The Exchange Offer

Old Notes...................  12 1/4% Senior Subordinated Notes due 2009, which
                              were issued on June 23, 1999.

New Notes...................  12 1/4% Senior Subordinated Exchange Notes due
                              2009. The terms of the new notes are
                              substantially identical to those of the
                              outstanding old notes, except that the transfer
                              restrictions and registration rights relating to
                              the old notes do not apply to the new notes.

Exchange Offer..............  We are offering to issue up to $200,000,000
                              aggregate principal amount of the new notes in
                              exchange for a like principal amount of the old
                              notes to satisfy our obligations under the
                              registration rights agreement that we entered
                              into when the old notes were sold in transactions
                              under Rule 144A under the Securities Act.

Expiration Date; Tenders....  The exchange offer will expire at 5:00 p.m., New
                              York City time, on      , 1999, unless extended.
                              By tendering your old notes, you represent to us
                              that:

                                  .  you are not our "affiliate" as defined in
                                     Rule 405 under the Securities Act

                                  .  any new notes you receive in the exchange
                                     offer are being acquired by you in the
                                     ordinary course of your business

                                  .  at the time of commencement of the
                                     exchange offer, neither you nor, to your
                                     knowledge, anyone receiving new notes from
                                     you, has any arrangement or understanding
                                     with any person to participate in the
                                     distribution of the new notes, as defined
                                     in the Securities Act, in violation of the
                                     Securities Act

                                  .  if you are not a participating broker-
                                     dealer, you are not engaged in, and do not
                                     intend to engage in, the distribution of
                                     the new notes, as defined in the
                                     Securities Act and

                                  .  if you are a broker-dealer, you will
                                     receive the new notes for your own account
                                     in exchange for old

                                       1


                                    notes that were acquired by you as a
                                    result of your market-making or other
                                    trading activities and that you will
                                    deliver a prospectus in connection with
                                    any resale of the new notes you receive.
                                    For further information regarding resales
                                    of the new notes by participating broker-
                                    dealers, see the discussion below under
                                    the caption "Plan of Distribution" on page
                                    89.

Withdrawal; Non-
Acceptance.................  You may withdraw any old notes tendered in the
                             exchange offer at any time prior to 5:00 p.m.,
                             New York City time, on          , 1999. If we
                             decide for any reason not to accept any old notes
                             tendered for exchange, the old notes will be
                             returned to the registered holder at our expense
                             promptly after the expiration or termination of
                             the exchange offer. In the case of old notes
                             tendered by book-entry transfer into the exchange
                             agent's account at The Depository Trust Company,
                             any withdrawn or unaccepted old notes will be
                             credited to the tendering holder's account at The
                             Depository Trust Company. For further information
                             regarding the withdrawal of tendered old notes,
                             see "The Exchange Offer--Terms of the Exchange
                             Offer; Period for Tendering Old Notes" on pages
                             18 to 19 and "--Withdrawal Rights" on pages 23 to
                             24.

Conditions to the Exchange
Offer......................  The exchange offer is subject to customary
                             conditions, which we may waive. See the
                             discussion below under the caption "The Exchange
                             Offer--Conditions to the Exchange Offer" on page
                             24 for more information regarding the conditions
                             to the exchange offer.

Procedures for Tendering
Old Notes..................  Unless you comply with the procedures described
                             below under the caption "The Exchange Offer--
                             Guaranteed Delivery Procedures" on pages 22 to
                             23, you must do one of the following on or prior
                             to the expiration of the exchange offer to
                             participate in the exchange offer:

                                 .  tender your old notes by sending the
                                    certificates for your old notes, in proper
                                    form for transfer, a properly completed
                                    and duly executed letter of transmittal,
                                    with any required signature guarantees,
                                    and all other documents required by the
                                    letter of transmittal, to Firstar Bank of
                                    Minnesota, N.A. as exchange agent, at one
                                    of the addresses listed below under the
                                    caption "The Exchange Offer--Exchange
                                    Agent" on page 25 or

                                       2



                                 .  tender your old notes by using the book-
                                    entry transfer procedures described below
                                    and transmitting a properly completed and
                                    duly executed letter of transmittal, with
                                    any required signature guarantees, or an
                                    agent's message instead of the letter of
                                    transmittal, to the exchange agent. In
                                    order for a book-entry transfer to
                                    constitute a valid tender of your old
                                    notes in the exchange offer, Firstar Bank
                                    of Minnesota, N.A., as exchange agent,
                                    must receive a confirmation of book-entry
                                    transfer of your old notes into the
                                    exchange agent's account at The Depository
                                    Trust Company prior to the expiration of
                                    the exchange offer. For more information
                                    regarding the use of book-entry transfer
                                    procedures, including a description of the
                                    required agent's message, see the
                                    discussion below under the caption "The
                                    Exchange Offer--Book Entry Transfer" on
                                    page 22.

Guaranteed Delivery
Procedures..................  If you are a registered holder of the old notes
                              and wish to tender your old notes in the exchange
                              offer, but

                                  .  the old notes are not immediately
                                     available,

                                  .  time will not permit your old notes or
                                     other required documents to reach the
                                     exchange agent before the expiration
                                     of the exchange offer, or

                                  .  the procedure for book-entry transfer
                                     cannot be completed prior to the
                                     expiration of the exchange offer,

                              then you may tender old notes by following
                              the procedures described below under the
                              caption "The Exchange Offer--Guaranteed
                              Delivery Procedures" on pages 22 to 23.

Special Procedures for
Beneficial Owners...........  If you are a beneficial owner whose old notes
                              are registered in the name of a broker,
                              dealer, commercial bank, trust company or
                              other nominee and you wish to tender your old
                              notes in the exchange offer, you should
                              promptly contact the person in whose name the
                              old notes are registered and instruct that
                              person to tender on your behalf.

                              If you wish to tender in the exchange offer
                              on your own behalf, prior to completing and
                              executing the letter of transmittal and
                              delivering your old notes, you must either
                              make appropriate arrangements to register
                              ownership of the

                                       3


                              old notes in your name or obtain a properly
                              completed bond power from the person in whose
                              name the old notes are registered.

United States Federal
Income Tax Consequences.....  The exchange of old notes for new notes in
                              the exchange offer will not be a taxable
                              transaction for United States federal income
                              tax purposes. See the discussion below under
                              the caption "United States Federal Income Tax
                              Consequences" on pages 27 to 29 for more
                              information regarding the tax consequences to
                              you of the exchange offer.

Use of Proceeds.............  We will not receive any cash proceeds from
                              the exchange offer.

Exchange Agent..............  Firstar Bank of Minnesota, N.A. is the
                              exchange agent for the exchange offer. You
                              can find the addresses and telephone number
                              of the exchange agent below under the caption
                              "The Exchange Offer--Exchange Agent" on page
                              24.

Resales.....................  Based on interpretations by the staff of the
                              Securities and Exchange Commission, as set
                              forth in no-action letters issued to third
                              parties, we believe that the new notes you
                              receive in the exchange offer may be offered
                              for resale, resold or otherwise transferred
                              without compliance with the registration and
                              prospectus delivery provisions of the
                              Securities Act. However, you will not be able
                              to freely transfer the new notes if:

                                  .  you are our "affiliate," as defined in
                                     Rule 405 under the Securities Act

                                  .  you are not acquiring the new notes in
                                     the exchange offer in the ordinary
                                     course of your business;

                                  .  you have an arrangement or
                                     understanding with any person to
                                     participate in the distribution, as
                                     defined in the Securities Act of the
                                     new notes, you will receive in the
                                     exchange offer or

                                  .  you are a participating broker-dealer
                                     that receives new notes for its own
                                     account in the exchange offer in
                                     exchange for old notes that were
                                     acquired as a result of market-making
                                     or other trading activities.

                              If you fall within one of the exceptions listed
                              above, you must comply with the registration and
                              prospectus delivery requirements of the
                              Securities Act in connection with any resale
                              transaction involving the new notes.

                                       4



Consequences of Not Exchanging Old Notes

   If you do not exchange your old notes in the exchange offer, your old notes
will continue to be subject to the restrictions on transfer described in the
legend on the certificate for your old notes. In general, you may offer or sell
your old notes only:

  .  if they are registered under the Securities Act and applicable state
     securities laws;

  .  if they are offered or sold under an exemption from registration under
     the Securities Act and applicable state securities laws; or

  .  if they are offered or sold in a transaction not subject to the
     Securities Act and applicable state securities laws.

We do not currently intend to register the old notes under the Securities Act.
Under some circumstances, however, holders of the old notes, including holders
who are not permitted to participate in the exchange offer or who may not
freely resell new notes received in the exchange offer, may require us to file,
and cause to become effective, a shelf registration statement covering resales
of old notes by these holders. For more information regarding the consequences
of not tendering your old notes and our obligation to file a shelf registration
statement, see "The Exchange Offer--Consequences of Exchanging or Failing to
Exchange Old Notes" on page 26 and "Description of Notes--Registration Rights"
on page 86.

Summary Description of the New Notes

   The terms of the new notes and those of the outstanding old notes are
substantially identical, except that the transfer restrictions and registration
rights relating to the old notes do not apply to the new notes. In addition, if
the exchange offer is not completed by January 23, 2000, and we do not have an
effective shelf registration statement on file with the SEC to register the old
notes on that date, the interest rate on the old notes will increase by 0.5%
until the exchange offer is completed or an effective shelf registration
statement is on file.

Securities Offered..........  $200,000,000 aggregate principal amount of 12 1/4%
                              Senior Subordinated Exchange Notes due 2009.

Maturity Date...............  May 1, 2009.

Interest....................  Interest on the new notes will accrue at the rate
                              of 12 1/4% per annum and will be payable
                              semiannually in cash on May 1 and November 1, of
                              each year, commencing on November 1, 1999.

Ranking.....................  The new notes will rank equally with our other
                              unsecured senior subordinated indebtedness. The
                              new notes will be junior to all of our senior
                              indebtedness. As of April 30, 1999, after giving
                              pro forma effect to the offering of the old
                              notes, we and our subsidiaries had approximately
                              $473.5 million of long-term indebtedness
                              outstanding, all of which was senior to the old
                              notes and will be senior to the new notes.

Sinking Fund................  None.


                                       5


Optional Redemption.........  We may redeem any of the new notes beginning on
                              May 1, 2004. The initial redemption price is
                              106.125% of their principal amount, plus accrued
                              and unpaid interest. The redemption price will
                              decline each year after 2004 and will be 100% of
                              their principal amount, plus accrued and unpaid
                              interest, beginning on May 1, 2007.

                              In addition, before May 1, 2002, we may redeem up
                              to 35% of the aggregate principal amount of the
                              new notes using proceeds from sales of our
                              capital stock, at a redemption price equal to
                              112.250% of their principal amount, plus accrued
                              and unpaid interest. We may make such redemption
                              only if, after any such redemption, at least 65%
                              of the aggregate principal amount of the notes
                              that we originally issued remains outstanding.

Change of Control...........  Upon a change of control of URS Corporation, we
                              will be required to make an offer to purchase all
                              outstanding old notes and new notes. The purchase
                              price will equal 101% of the aggregate principal
                              amount of all notes outstanding on the date of
                              purchase, plus accrued and unpaid interest. We
                              may not have sufficient funds available at the
                              time of any change of control to make any
                              required debt repayment--including repurchases of
                              the notes--and the terms of our senior secured
                              credit facility may block these payments.

Covenants...................  The terms of the new notes restrict our ability,
                              among other things, to:

                                 .  incur additional indebtedness

                                 .  pay dividends or make distributions on our
                                    capital stock

                                 .  repurchase or redeem our capital stock

                                 .  make restricted investments or other
                                    restricted payments

                                 .  incur subordinated indebtedness secured by
                                    a lien

                                 .  enter into transactions with our
                                    stockholders or affiliates

                                 .  sell assets and

                                 .  merge or consolidate with other companies.

                              These limitations are subject to a number of
                              important qualifications and exceptions. For
                              further information regarding the restrictions
                              imposed on us by the terms of the new notes, see
                              the discussion below under the caption
                              "Description of Notes--Covenants" on pages 48 to
                              61.

                                       6



Subsidiary Guarantees.......  All of our wholly-owned domestic subsidiaries
                              with gross revenues aggregating 90% or more of
                              our and our domestic subsidiaries' aggregate
                              gross revenues on a consolidated basis and, if
                              not otherwise included, all of our wholly-owned
                              domestic subsidiaries with annual gross revenues
                              of $5 million or more will be guarantors. These
                              guarantees will be subordinated to all senior
                              indebtedness of the relevant subsidiaries,
                              including indebtedness under their guarantees of
                              our senior secured credit facility.

Risk Factors

   You should carefully consider all of the information contained in this
prospectus before deciding to tender your old notes in the exchange offer. In
particular, you should carefully review the specific factors described below
under the caption "Risk Factors" beginning on page 8, which contain important
information about us and the risks that may affect our business.

URS Corporation

   Company Overview. We are a leading engineering services firm with clients
that include local, state, and federal government agencies, as well as private
clients in a broad array of industries. We are a Delaware corporation
incorporated in 1957. We have approximately 15,000 employees, and we conduct
business through approximately 325 offices including offices located in the
United States, Europe, and the Asia/Pacific region. Our corporate offices are
located at 100 California Street, Suite 500, San Francisco, California 94111-
4529, and our telephone number is (415) 774-2700.

   Dames & Moore Acquisition. On May 5, 1999, we entered into a merger
agreement with Dames & Moore, and on May 11, 1999, we commenced a tender offer
for all of its outstanding common stock. On June 9, 1999, we purchased 96% of
Dames & Moore's common stock in accordance with our tender offer. On June 24,
1999, we acquired the remaining 4% of Dames & Moore's common stock that we did
not previously own by merging one of our wholly-owned subsidiaries into Dames &
Moore.

                                       7


                                  RISK FACTORS

   You should carefully consider the following risks. The risks and
uncertainties described below are not the only ones facing us. Additional risks
and uncertainties not presently known to us or that we currently deem to be
immaterial may also materially and adversely affect our business operations. If
any of the following risks materialize, our business could be materially
adversely affected and you could lose all or part of your original investment
in the notes.

We may not be able to integrate Dames & Moore successfully and achieve
anticipated cost savings and other benefits from the Dames & Moore acquisition.

   We will only achieve the efficiencies, cost reductions and other benefits
that we expect to result from the Dames & Moore acquisition if we can
successfully integrate each company's administrative, finance, technical and
marketing organizations, and implement appropriate operations, financial and
management systems and controls. In addition, Dames & Moore is in the process
of integrating the diverse operations that it recently acquired.

   The integration of Dames & Moore, including Dames & Moore's recently
acquired businesses, into our operations will involve a number of risks,
including:

  .  the possible diversion of our management's attention from other business
     concerns

  .  the potential inability to successfully pursue some or all of the
     anticipated revenue opportunities associated with the Dames & Moore
     acquisition

  .  the possible loss of Dames & Moore's or our key professional employees

  .  the potential inability to successfully replicate our operating
     efficiencies in Dames & Moore's operations

  .  insufficient management resources to accomplish the integration

  .  our increased complexity and diversity compared to our operations prior
     to the Dames & Moore acquisition

  .  the possible negative reaction of clients to the Dames & Moore
     acquisition and

  .  unanticipated problems or legal liabilities.

   The occurrence of any of the above events, as well as any other difficulties
which may be encountered in the transition and integration process, could have
a material adverse effect on our business, financial condition and results of
operations.

Our substantial indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the notes.

   We are a highly leveraged company. As of April 30, 1999, we would have had,
on a pro forma basis after giving effect to the Dames & Moore acquisition and
the related financing plan, $680.2 million of outstanding indebtedness,
including approximately $473.5 million of indebtedness other than the notes,
all of which was senior to the notes. This level of indebtedness could have
important consequences for you, including the following:

  .  it may limit our ability to borrow money or sell stock for working
     capital, capital expenditures, debt service requirements or other
     purposes

                                       8


  .  it may limit our flexibility in planning for, or reacting to, changes in
     our business

  .  we could be more highly leveraged than some of our competitors, which
     may place us at a competitive disadvantage

  .  it may make us more vulnerable to a downturn in our business or the
     economy

  .  debt service requirements of our other indebtedness could make it more
     difficult for us to make payments on the notes and

  .  a substantial portion of our cash flow from operations could be
     dedicated to the repayment of our indebtedness and would not be
     available for other purposes.

Despite our substantial indebtedness, we may still be able to incur
significantly more debt. This could intensify the risks described above.

   The terms of the indenture relating to the notes do not prohibit us from
incurring significant additional indebtedness in the future. As of April 30,
1999, on a pro forma basis after giving effect to the Dames & Moore acquisition
and the related financing plan, we would have had $100 million available for
additional borrowing under our senior secured credit facility, including a
subfacility for letters of credit. All borrowings under our senior secured
credit facility will be senior to the notes.

Your right to receive payments on the notes will be junior to our senior
secured credit facility and possibly other future borrowings.

   The notes are unsecured, and we will have other debt obligations that come
before the notes, including all indebtedness under our senior secured credit
facility and additional senior debt that we may incur under the indenture
relating to the notes. Consequently, in the event of any payment or
distribution of our assets upon bankruptcy, liquidation or reorganization, the
holders of senior debt must be paid in full before any payments may be made on
the notes. We cannot assure you that sufficient assets would remain to make
full payment on the notes. On a pro forma basis after giving effect to the
Dames & Moore acquisition and the related financing plan at April 30, 1999, we
had $473.5 million of indebtedness other than the notes, all of which was
senior to the notes.

   If we default in payment of any of our senior debt, we will not pay on the
notes unless such default has been cured or waived. In addition, even if we are
repaying our senior debt on time, payments on the notes may be blocked for up
to 179 consecutive days if we default on the senior debt in some other way.

We will rely on our subsidiaries for funds necessary to meet our financial
obligations, including the notes. Our foreign subsidiaries are not obligated to
repay and do not guarantee repayment of the notes.

   We will have no direct operations and no significant assets other than the
stock of our subsidiaries. Because we conduct our operations through our
operating subsidiaries, we will depend on those entities for dividends and
other payments to generate the funds necessary to meet our financial
obligations, including the payment of principal and interest on the notes. In
addition, we cannot assure you that the earnings from, or other available
assets of, these operating subsidiaries will be sufficient to make
distributions to enable us to pay interest on the notes when due or principal
of the notes at maturity.

   Our foreign subsidiaries and some of our domestic subsidiaries have no
direct obligation to pay amounts due on the notes and do not guarantee the
notes. As a result, in general, the notes have the

                                       9


effect of being subordinated to existing and future third party indebtedness
and other liabilities of those subsidiaries, including trade payables.

A court could cancel the subsidiary guarantees.

   All of our wholly-owned domestic subsidiaries with gross revenues
aggregating 90% or more of our and our domestic subsidiaries' aggregate gross
revenues on a consolidated basis and, if not otherwise included, all of our
wholly-owned domestic subsidiaries with annual gross revenues of $5 million or
more will become guarantors. These guarantees will be subordinated to all
senior indebtedness of the relevant subsidiaries, including indebtedness under
their guarantees of our senior secured credit facility. If, however, any
subsidiary guarantor becomes a debtor in a case under the United States
Bankruptcy Code or encounters other financial difficulty, under federal or
state fraudulent transfer law a court might cancel the subsidiary's guarantee.
A court might do so if it found that when the subsidiary entered into its
guarantee or, in some states, when payments became due under the guarantee, the
subsidiary received less than reasonably equivalent value or fair consideration
and either:

  .  was or was rendered insolvent

  .  was left with inadequate capital to conduct its business or

  .  believed or should have believed that it would incur debts beyond its
     ability to pay.

The court might also cancel a guarantee, without regard to the above factors,
if the court found that the subsidiary entered into its guarantee with actual
intent to hinder, delay, or defraud its creditors.

   A court would likely find that a guarantor did not receive reasonably
equivalent value or fair consideration for its guarantee if the guarantor did
not substantially benefit directly or indirectly from the issuance of the
notes. If a court canceled a guarantee, you would no longer have a claim
against the guarantor. In addition, the court might direct you to repay any
amounts that you already received from the subsidiary guarantor.

   The test for determining solvency in these circumstances will depend on the
law of the jurisdiction that is being applied. In general, a court would
consider the subsidiary insolvent either if the sum of its existing debts
exceeds the fair value of all its property, or if its assets' present fair
value is less than the amount required to pay the probable liability on its
existing debts as they become due. For this analysis, "debts" includes
contingent and unliquidated debts.

   Each subsidiary guarantee contains a provision intended to limit the
liability of the subsidiary guarantor to the maximum amount of liability that
the subsidiary guarantor could incur without causing the incurrence of
obligations under its subsidiary guarantee to be a fraudulent transfer. We
cannot assure you that this provision will be effective to prevent the
incurrence of subsidiary guarantor obligations from being a fraudulent
transfer.

To service our indebtedness, including the notes, we will require a significant
amount of cash. The ability to generate cash depends on many factors beyond our
control.

   Our ability to make payments on our indebtedness, including the notes,
depends on our ability to generate cash in the future. If we do not generate
sufficient cash flow to meet our debt service and working capital requirements,
we may need to seek additional financing or sell assets. This may

                                       10


make it more difficult for us to obtain financing on terms that are acceptable
to us, or at all. Without this financing, we could be forced to sell assets to
make up for any shortfall in our payment obligations under unfavorable
circumstances.

   Our senior secured credit facility limits our ability to sell assets and
also restricts the use of proceeds from any such sale. Moreover, the senior
secured credit facility is secured by substantially all of our assets. We
cannot assure you that our assets could be sold quickly enough or for
sufficient amounts to enable us to meet our obligations, including our
obligations on the notes. Furthermore, a substantial portion of our assets are,
and may continue to be, intangible assets. Therefore, it may be difficult for
us to pay you in the event of an acceleration of the notes.

Restrictive covenants in our senior secured credit facility and the indenture
relating to the notes may restrict our ability to pursue business strategies.

   The indenture relating to the notes and our senior secured credit facility
restrict our ability, among other things, to:

  .  incur additional indebtedness or contingent obligations

  .  pay dividends or make distributions to our stockholders

  .  repurchase or redeem our stock

  .  make investments

  .  grant liens

  .  make capital expenditures

  .  enter into transactions with our stockholders and affiliates

  .  sell assets and

  .  acquire the assets of, or merge or consolidate with, other companies.

   In addition, our senior secured credit facility requires us to maintain
financial ratios. See "Description of Our Other Principal Indebtedness." We may
not be able to maintain these ratios. Additionally, covenants in the senior
secured credit facility may impair our ability to finance future operations or
capital needs or to engage in other favorable business activities.

   If we default under our senior secured credit facility, we could be
prohibited from making any payments on the notes. In addition, the senior
secured credit facility lenders could require immediate repayment of the entire
principal. If the senior secured credit facility lenders require immediate
repayment, we will not be able to repay them and also repay the notes in full.

We will derive approximately half of our revenues from contracts with
government agencies. Any disruption in government funding or in our
relationship with those agencies could adversely affect our business and our
ability to meet our obligations on the notes.

   We will derive approximately half of our revenues from local, state and
federal government agencies. The demand for our services will be directly
related to the level of government program funding that is allocated to rebuild
and expand the nation's infrastructure. We believe that the success and further
development of our business depends upon the continued funding of these
government programs and upon our ability to participate in these government
programs. We cannot assure you that governments will have the available
resources to fund these programs, that these programs will

                                       11


continue to be funded even if governments have available financial resources,
or that we will continue to win government contracts under these or other
programs.

   Some of these government contracts are subject to renewal or extension
annually, so we cannot assure you of our continued work under these contracts
in the future. Unsuccessful bidders may protest or challenge the award of these
contracts. In addition, government agencies can terminate these contracts at
their convenience. Consequently, we may incur costs in connection with the
termination of these contracts. Also, contracts with government agencies are
subject to substantial regulation and an audit of actual costs incurred.
Consequently, there may be a downward adjustment in our revenues if actual
recoverable costs exceed billed recoverable costs.

We may be unable to estimate accurately our cost in performing services for our
clients. This may cause us to have low profit margins or incur losses.

   We will submit proposals on projects with an estimate of the costs we will
likely incur. To the extent we cannot control overhead, general and
administrative and other costs, or underestimate such costs, we may have low
profit margins or may incur losses.

We are subject to risks from changes in environmental legislation, regulation
and governmental policies.

   Our professional services involve the planning, design and program and
construction management of waste management and pollution control facilities.
Federal laws, such as the Resource Conservation and Recovery Act of 1976, as
amended, and the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, "CERCLA," and various state and local laws,
strictly regulate the handling, removal, treatment and transportation of toxic
and hazardous substances and impose liability for environmental contamination
caused by such substances. Moreover, so-called "toxic tort" litigation has
increased markedly in recent years as people injured by hazardous substances
seek recovery for personal injuries or property damage. While, in the past we
did not directly handle, remove, treat or transport toxic or hazardous
substances, Dames & Moore has performed these activities. Consequently, we may
be exposed to claims for damages caused by environmental contamination.

   Federal and state laws, regulations, and programs related to environmental
issues will generate, either directly or indirectly, much of our environmental
business. Accordingly, a reduction of these laws and regulations, or changes in
governmental policies regarding the funding, implementation or enforcement of
these programs, could have a material effect on our business. Environmental
laws, regulations and enforcement policies remained essentially unchanged
during fiscal year 1998, including further deferral of congressional
reauthorization of CERCLA. The outlook for congressional action on CERCLA
legislation in fiscal year 1999 remains unclear.

Our liability for damages due to legal proceedings may be significant. Our
insurance may not be adequate to cover this risk.

   Various legal proceedings are pending against us alleging breaches of
contract or negligence in connection with our performance of professional
services. In some actions punitive or treble damages are sought which
substantially exceed our insurance coverage. If we sustain damages greater than
our insurance coverage, there could be a material adverse effect on our
business, financial condition and results of operations.

                                       12


   Our engineering practices, including general engineering and civil
engineering services, involve professional judgments about the nature of soil
conditions and other physical conditions, including the extent to which toxic
and hazardous materials are present, and about the probable effect of
procedures to mitigate problems or otherwise affect those conditions. If the
judgments and the recommendations based upon those judgments are incorrect, we
may be liable for resulting damages that our clients incur.

The failure to attract and retain key professional personnel could adversely
affect our business.

   The ability to attract, retain and expand our staff of qualified technical
professionals will be an important factor in determining our future success. A
shortage of qualified technical professionals currently exists in the
engineering and design industry. The market for these professionals is
competitive, and we cannot assure you that we will be successful in our efforts
to continue to attract and retain such professionals. In addition, we will rely
heavily upon the experience and ability of our senior executive staff and the
loss of a significant number of such individuals could have a material adverse
effect on our business, financial condition and results of operations.

We may be unable to compete successfully in our industry. This could adversely
affect our business and our ability to satisfy our obligations under the notes.

   We will be engaged in highly fragmented and very competitive markets in our
service areas. We will compete with firms of various sizes, several of which
are substantially larger than us and which possess greater technical resources.
Furthermore, the engineering and design industry is undergoing consolidation,
particularly in the United States. As a result, we will compete against several
larger companies which have the ability to offer more diverse services to a
wider client base. These competitive forces could have a material adverse
effect on our business, financial condition and results of operations.

Our international operations will be subject to a number of risks that could
adversely affect the results from these operations and our overall business.

   As a worldwide provider of engineering services, we will have operations in
over 40 countries and, on a pro forma basis for the fiscal year-end 1998, have
derived approximately 10% of our revenues from international operations.
International business is subject to the customary risks associated with
international transactions, including political risks, local laws and taxes,
the potential imposition of trade or currency exchange restrictions, tariff
increases and difficulties or delays in collecting accounts receivable. Weak
foreign economies and/or a weakening of foreign currencies against the U.S.
dollar could have a material adverse effect on our business, financial
condition and results of operations.

Additional acquisitions may adversely affect our ability to manage our
business.

   Historically, we have completed numerous acquisitions and, in implementing
our business strategy, we may continue to do so in the future. We cannot assure
you that we will identify, finance and complete additional suitable
acquisitions on acceptable terms. We may not successfully integrate future
acquisitions. Any acquisitions may require substantial attention from our
management, which may limit the amount of time that management can devote to
day-to-day operations. Also, future acquisitions could have an adverse effect
on us. Our inability to find additional attractive acquisition candidates or to
effectively manage the integration of any businesses acquired in the future
could adversely affect our business, financial condition and results of
operations.

                                       13


We may be unable to raise the funds necessary to finance the change of control
offer required by the indenture relating to the notes.

   Upon a change of control, the indenture relating to the notes may require us
to offer to repurchase all outstanding notes. However, it is possible that we
will not have sufficient funds to repurchase the notes or that restrictions in
the senior secured credit facility will not allow such repurchases. In
addition, some important corporate events, such as a leveraged recapitalization
that would increase the level of our indebtedness, would not constitute a
change of control under the indenture relating to the notes. For more
information on our repurchase requirements, see "Description of Notes--
Repurchase of Notes Upon a Change of Control."

Year 2000 computer problems may adversely affect our business.

   Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. Any programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in the computer shutting down or performing incorrect
computations. As a result, before December 31, 1999, computer systems and
software used by many companies may need to be upgraded to comply with such
"Year 2000" requirements.

   We are engaged in an ongoing process of addressing our exposure to the Year
2000. Business disruption is the main area in which the Year 2000 may affect
our business operations. We may be unable to receive payments from clients or
supplies from vendors on a timely basis. Reliability of our internal
information systems such as accounting systems and the physical operation of
elevator, telephone, security and other office infrastructure systems could be
adversely affected.

   We will also depend on third parties to resolve the Year 2000 issue. We are
unable to project with complete certainty that those third parties will
successfully resolve their Year 2000 problems. If our plan to address the Year
2000 issue is not successfully or timely implemented, we may need to devote
more resources to the process and additional costs may be incurred, which could
have a material adverse effect on our business, financial condition and results
of operations. No one can accurately predict the severity, duration or
financial consequences of the Year 2000 related failures. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition--Year
2000 Issues."

You may find it difficult to sell your notes.

   There is no established trading market for the new notes or the old notes.
Although Morgan Stanley & Co. Incorporated, the placement agent in the offering
of the old notes, has informed us that it currently intends to make a market in
the new notes, it has no obligation to do so and may discontinue making a
market at any time without notice.

   We do not intend to apply for listing of the new notes on any national
securities exchange or for quotation through The Nasdaq National Market.

   The liquidity of any market for the new notes will depend upon the number of
holders of the new notes, our performance, the market for similar securities,
the interest of securities dealers in making a market in the new notes and
other factors relating to us. A liquid trading market may not develop for the
new notes. In addition, to the extent old notes are tendered and accepted in
the exchange offer, the trading market, if any, for the old notes would be
adversely affected.

                                       14


Holders who fail to exchange their old notes will continue to be subject to
restrictions on transfers.

   If you do not exchange your old notes for new notes in the exchange offer,
you will continue to be subject to the restrictions on transfer of your old
notes described in the legend on the certificates for your old notes. The
restrictions on transfer of your old notes arise because we issued the old
notes under exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. In general, you may only offer or sell the old notes if they are
registered under the Securities Act and applicable state securities laws, or
offered and sold under an exemption from these requirements. We do not plan to
register the old notes under the Securities Act. For further information
regarding the consequences of tendering your old notes in the exchange offer,
see the discussions below under the captions "The Exchange Offer-- Consequences
of Exchanging or Failing to Exchange Old Notes" and "United States Federal
Income Tax Consequences."

Some holders who exchange their old notes may be deemed to be underwriters.

   If you exchange your old notes in the exchange offer for the purpose of
participating in a distribution of the new notes, you may be deemed to have
received restricted securities and, if so, will be required to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

                                       15


                           FORWARD-LOOKING STATEMENTS

   This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. We have based these statements on our beliefs and
assumptions, based on information currently available to us. These forward-
looking statements are subject to risks and uncertainties. Forward-looking
statements include the information concerning our possible or assumed future
results of operations set forth under the sections of this prospectus entitled
"Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and elsewhere in this prospectus or
incorporated by reference herein.

   Forward-looking statements are not guarantees of performance. Our future
results and requirements may differ materially from those described in the
forward-looking statements. Many of the factors that will determine these
results and requirements are beyond our control. In addition to the risks and
uncertainties discussed in the sections listed above, you should consider those
discussed under "Risk Factors," including the following:

  .  our ability to successfully integrate Dames & Moore

  .  our substantial level of indebtedness

  .  the subordination of the notes

  .  our dependence upon subsidiaries for funds

  .  a court's potential cancellation of the subsidiary guarantees

  .  our ability to service our debt

  .  our potential inability to accurately estimate our costs for projects

  .  our potential liability in legal proceedings

  .  our ability to attract and retain qualified professionals and

  .  our ability to resolve Year 2000 compliance issues.

   These forward-looking statements speak only as of the date of this
prospectus. We do not intend to update or revise any forward-looking statements
to reflect events or circumstances after the date of this prospectus, including
changes in our business strategy or planned capital expenditures, or to reflect
the occurrence of unanticipated events.

                                       16


                                USE OF PROCEEDS

   We will not receive any cash proceeds from the issuance of the new notes in
the exchange offer. We will receive old notes in like principal amount in
exchange for the issuance of the new notes in the exchange offer. We will
cancel all old notes surrendered in exchange for new notes in the exchange
offer.

   The net proceeds from the offering of the old notes, after deducting
placement discounts and our expenses, were approximately $194,500,000 and were
used to refinance our then outstanding senior subordinated increasing rate
notes due June 9, 2000. The senior subordinated increasing rate notes bore
interest at the higher of the three-month U.S. LIBOR rate plus 650 basis points
or the highest yield on any of the 1, 3, 5 and 10-year direct obligations
issued by the United States plus 600 basis points. The interest rate increased
the longer the senior subordinated increasing rate notes were outstanding, to a
maximum of 17.0%. The senior subordinated increasing rate notes were scheduled
to be due on June 9, 2000 and were issued to finance a portion of the Dames &
Moore acquisition. Borrowings under our senior secured credit facility were
also used to finance a portion of the Dames & Moore acquisition. The material
terms of the senior secured credit facility are described below under the
caption "Description of Our Other Indebtedness." For further information
regarding our current indebtedness see "Capitalization."

                                       17


                               THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

   On June 23, 1999, we issued an aggregate principal amount of $200,000,000 of
our 12 1/4% Senior Subordinated Notes due 2009 in an offering under Rule 144A
of the Securities Act that were not registered under the Securities Act. The
old notes were issued, and the new notes will be issued, under an indenture
relating to the notes, dated June 23, 1999, by and among us, our subsidiary
guarantors, and Firstar Bank of Minnesota, N.A., as trustee. We sold the old
notes to Morgan Stanley & Co. Incorporated, as placement agent, under a
Placement Agreement, dated June 18, 1999, by and between Morgan Stanley & Co.
Incorporated and us. When we sold the old notes to Morgan Stanley & Co.
Incorporated we also signed a registration rights agreement in which we agreed
to exchange all the issued and outstanding old notes for a like principal
amount of our 12 1/4% Senior Subordinated Exchange Notes due 2009. The terms of
the new notes are substantially identical to those of the outstanding old
notes, except that the transfer restrictions and registration rights relating
to the old notes do not apply to the new notes.

   This prospectus and the enclosed letter of transmittal constitute an offer
to exchange new notes for all of the issued and outstanding old notes. This
exchange offer is being extended to all holders of the old notes. As of the
date of this prospectus, $200,000,000 aggregate principal amount of the old
notes are outstanding. This prospectus and the enclosed letter of transmittal
are first being sent on or about          , 1999, to all holders of old notes
known to us. Subject to the conditions listed below, we will accept for
exchange all old notes which are properly tendered on or prior to the
expiration of the exchange offer and not withdrawn as permitted below. The
exchange offer will expire at 5:00 p.m., New York City time, on          ,
1999. However, if we, in our sole discretion, extend the period of time during
which the exchange offer is open, the exchange offer will expire at the latest
time and date to which we extend the exchange offer. Our obligation to accept
old notes for exchange in the exchange offer is subject to the conditions
listed below under the caption "--Conditions to the Exchange Offer."

   We expressly reserve the right, at any time and from time to time, to extend
the period of time during which the exchange offer is open, and thereby delay
acceptance for exchange of any old notes. If we elect to extend the period of
time during which the exchange offer is open, we will give you oral or written
notice of the extension and delay, as described below. During any extension of
the exchange offer, all old notes previously tendered and not withdrawn will
remain subject to the exchange offer and may be accepted for exchange by us. We
will return to the registered holder, at our expense, any old notes not
accepted for exchange as promptly as practicable after the expiration or
termination of the exchange offer. In the case of an extension, we will issue a
press release or other public announcement no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled expiration
of the exchange offer.

   We expressly reserve the right to amend or terminate the exchange offer, and
not to accept for exchange any old notes not previously accepted for exchange
if any of the events described below under the caption "--Conditions to the
Exchange Offer" should occur. We will give you oral or written notice of any
amendment, termination or non-acceptance as promptly as practicable.

   Following completion of the exchange offer, we may, in our sole discretion,
commence one or more additional exchange offers to those old note holders who
did not exchange their old notes for new notes. The terms of these additional
exchange offers may differ from those applicable to this exchange offer. We may
use this prospectus, as amended or supplemented from time to time, in
connection with any additional exchange offers. These additional exchange
offers will take place

                                       18


from time to time until all outstanding old notes have been exchanged for new
notes, subject to the terms and conditions contained in the prospectus and
letter of transmittal we will distribute in connection with the additional
exchange offers.

Procedures for Tendering Old Notes

   Old notes tendered in the exchange offer must be in denominations of $1,000
principal amount and any integral multiple thereof.

   When you tender your old notes, and we accept the old notes, this will
constitute a binding agreement between you and us subject to the terms and
conditions set forth in this prospectus and the enclosed letter of transmittal.
Unless you comply with the procedures described below under the caption "--
Guaranteed Delivery Procedures," you must do one of the following on or prior
to the expiration of the exchange offer to participate in the exchange offer:

  .  tender your old notes by sending the certificates for your old notes, in
     proper form for transfer, a properly completed and duly executed letter
     of transmittal, with any required signature guarantees, and all other
     documents required by the letter of transmittal, to Firstar Bank of
     Minnesota, N.A., as exchange agent, at one of the addresses listed below
     under the caption "--Exchange Agent" or

  .  tender your old notes by using the book-entry procedures described below
     under the caption "--Book-Entry Transfer" and transmitting a properly
     completed and duly executed letter of transmittal, with any required
     signature guarantees, or an agent's message instead of the letter of
     transmittal, to Firstar Bank of Minnesota, N.A., as exchange agent, at
     one of the addresses listed below under the caption "--Exchange Agent."

   In order for a book-entry transfer to constitute a valid tender of your old
notes in the exchange offer, the exchange agent must receive a confirmation of
book-entry transfer of your old notes into the exchange agent's account at The
Depository Trust Company prior to the expiration of the exchange offer. The
term "agent's message" means a message, transmitted by The Depository Trust
Company and received by the exchange agent and forming a part of the book-entry
confirmation, which states that The Depository Trust Company has received an
express acknowledgment from you that you have received and have agreed to be
bound by the letter of transmittal. If you use this procedure, we may enforce
the letter of transmittal against you.

   The method of delivery of certificates for old notes, letters of
transmittal, agent's messages and all other required documents is at your
election. If you deliver your old notes by mail, we recommend registered mail,
properly insured, with return receipt requested. In all cases, you should allow
sufficient time to assure timely delivery. Do not send certificates for old
notes, letters of transmittal or agent's messages to us.

   Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed unless you are either a registered old note holder
and have not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on the letter of transmittal or you are
exchanging old notes for the account of an eligible guarantor institution. An
eligible guarantor institution means:

  .  Banks (as defined in Section 3(a) of the Federal Deposit Insurance Act)

  .  Brokers, dealers, municipal securities dealers, municipal securities
     brokers, government securities dealers and government securities brokers
     (as defined in the Exchange Act)

                                       19


  .  Credit unions (as defined in Section 19B(1)(A) of the Federal Reserve
     Act)

  .  National securities exchanges, registered securities associations and
     clearing agencies (as these terms are defined in the Exchange Act) and

  .  Savings associations (as defined in Section 3(b) of the Federal Deposit
     Insurance Act).

   If signatures on a letter of transmittal or a notice of withdrawal are
required to be guaranteed, the guarantor must be an eligible guarantor
institution. If you plan to sign the letter of transmittal but you are not the
registered holder of the old notes-which term, for this purpose, includes any
participant in The Depository Trust Company's system whose name appears on a
security position listing as the owner of the old notes-you must have the old
notes signed by the registered holder of the old notes and that signature must
be guaranteed by an eligible guarantor institution. You may also send a
separate instrument of transfer or exchange signed by the registered holder and
guaranteed by an eligible guarantor institution, but that instrument must be in
a form satisfactory to us in our sole discretion. In addition, if a person or
persons other than the registered holder or holders of old notes signs the
letter of transmittal, certificates for the old notes must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered holder or holders that appear on the
certificates for old notes.

   All questions as to the validity, form, eligibility-including time of
receipt-and acceptance of old notes tendered for exchange will be determined by
us in our sole discretion. Our determination will be final and binding. We
reserve the absolute right to reject any and all tenders of old notes
improperly tendered or to not accept any old notes, the acceptance of which
might be unlawful as determined by us or our counsel. We also reserve the
absolute right to waive any defects or irregularities or conditions of the
exchange offer as to any old notes either before or after the expiration of the
exchange offer-including the right to waive the ineligibility of any holder who
seeks to tender old notes in the exchange offer. Our interpretation of the
terms and conditions of the exchange offer as to any particular old notes
either before or after the expiration of the exchange offer-including the terms
and conditions of the letter of transmittal and the accompanying instructions-
will be final and binding. Unless waived, any defects or irregularities in
connection with tenders of old notes for exchange must be cured within a
reasonable period of time, as determined by us. Neither we, Firstar Bank of
Minnesota, N.A., as exchange agent, nor any other person has any duty to give
notification of any defect or irregularity with respect to any tender of old
notes for exchange, nor will we have any liability for failure to give this
notification.

   If you are a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation, or act in a similar fiduciary or representative
capacity, and wish to sign the letter of transmittal or any certificates for
old notes or bond powers, you must indicate your status when signing. If you
are acting in any of these capacities, you must submit proper evidence
satisfactory to us of your authority to so act unless we waive this
requirement.

   By tendering your old notes, you represent to us:

  .  that you are not our "affiliate" as defined in Rule 405 under the
     Securities Act

  .  that any new notes you receive in the exchange offer are being acquired
     by you in the ordinary course of your business

  .  that at the time of the commencement of the exchange offer, you do not
     have any arrangement or understanding with any person to participate in
     the distribution of the new notes, as defined in the Securities Act, in
     violation of the Securities Act

                                       20


  .  if you are not a participating broker-dealer, that you are not engaged
     in, and do not intend to engage in, the distribution of the new notes,
     as defined in the Securities Act and

  .  if you are a participating broker-dealer, that you will receive the new
     notes for your own account in exchange for old notes that were acquired
     by you as a result of your market-making or other trading activities and
     that you will deliver a prospectus in connection with any resale of the
     new notes you receive. As used in this prospectus, a "participating
     broker-dealer" is a broker-dealer that receives new notes for its own
     account in exchange for old notes that it acquired as a result of
     market-making or other trading activities. The SEC has taken the
     position that participating broker-dealers may fulfill their prospectus
     delivery requirements with respect to resales of the new notes-other
     than a resale of an unsold allotment from the original sale of the old
     notes-by delivering this prospectus to prospective purchasers. For
     further information regarding participating broker-dealers and the
     prospectus delivery requirement, see "Plan of Distribution."

Acceptance of Old Notes for Exchange; Delivery of New Notes

   Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration of the exchange offer, all old
notes properly tendered and will issue the new notes promptly after acceptance
of the old notes. For purposes of the exchange offer, we will be deemed to have
accepted properly tendered old notes for exchange when, as and if we have given
oral or written notice of acceptance to Firstar Bank of Minnesota, N.A., as
exchange agent, with written confirmation of any oral notice to be given
promptly after any oral notice.

   For each old note accepted for exchange in the exchange offer, the holder of
the old note will receive a new note having a principal amount at maturity
equal to that of the surrendered old note. Interest on the new note will
accrue:

  .  from the later of the last date to which interest was paid on the old
     note surrendered in exchange for the new note or if the old note is
     surrendered for exchange on a date in a period which includes the record
     date for an interest payment date to occur on or after the date of the
     exchange and as to which interest will be paid, the date to which
     interest will be paid on such interest payment date or

  .  if no interest has been paid on the old note, from and including June
     23, 1999.

If the exchange offer is not completed by January 23, 2000, and we do not have
an effective shelf registration statement on file with the SEC to register the
old notes on that date, the interest rate on the old notes will increase by
0.5% until the exchange offer is completed or an effective shelf registration
statement is on file with the SEC. Payments of interest, if any, on old notes
that were exchanged for new notes will be made on each May 1st and November 1st
during which the new notes are outstanding to the person who, at the close of
business on the April 15th or October 15th next preceding the interest payment
date, is the registered holder of the old notes if the record date occurs prior
to the exchange, or is the registered holder of the new notes if the record
date occurs on or after the date of the exchange, even if the old notes are
cancelled after the record date and on or before the interest payment date.

   In all cases, the issuance of new notes in exchange for old notes will be
made only after Firstar Bank of Minnesota, N.A., as exchange agent, timely
receives either certificates for all physically tendered old notes, in proper
form for transfer, or a book-entry confirmation of transfer of the old

                                       21


notes into the exchange agent's account at The Depository Trust Company, as the
case may be, a properly completed and duly executed letter of transmittal, with
any required signature guarantees, and all other required documents or, in the
case of a book-entry confirmation, a properly completed and duly executed
letter of transmittal, with any required signature guarantees, or an agent's
message instead of the letter of transmittal. If for any reason we do not
accept any tendered old notes or if old notes are submitted for a greater
principal amount than the holder desires to exchange, we will return the
unaccepted or non-exchanged old notes without expense to the registered
tendering holder. In the case of old notes tendered by book-entry transfer into
the exchange agent's account at The Depository Trust Company by using the book-
entry procedures described below, the unaccepted or non-exchanged old notes
will be credited to an account maintained with The Depository Trust Company.
Any old notes to be returned to the holder will be returned as promptly as
practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

   Within two business days after the date of this prospectus, Firstar Bank of
Minnesota, N.A., as exchange agent, will establish an account at The Depository
Trust Company for the old notes tendered in the exchange offer. Once
established, any financial institution that is a participant in The Depository
Trust Company's systems may make book-entry delivery of old notes by causing
The Depository Trust Company to transfer the old notes into the exchange
agent's account at The Depository Trust Company in accordance with The
Depository Trust Company's procedures for transfer. Although delivery of the
old notes may be effected through book-entry transfer at The Depository Trust
Company, the letter of transmittal or facsimile of the letter of transmittal,
with any required signature guarantees, or an agent's message instead of a
letter of transmittal, and any other required documents, must be transmitted to
and received by the exchange agent on or prior to the expiration of the
exchange offer at one of the addresses listed below under the caption "--
Exchange Agent." In addition, the exchange agent must receive book-entry
confirmation of transfer of the old notes into the exchange agent's account at
The Depository Trust Company prior to the expiration of the exchange offer. If
you cannot comply with these procedures, you may be able to use the guaranteed
delivery procedures described below.

Guaranteed Delivery Procedures

   If you are a registered holder of the old notes and wish to tender your old
notes, but

  .  the certificates for the old notes are not immediately available or

  .  time will not permit your certificates for the old notes or other
     required documents to reach Firstar Bank of Minnesota, N.A., as exchange
     agent, before the expiration of the exchange offer or

  .  the procedure for book-entry transfer cannot be completed before the
     expiration of the exchange offer,

  then you may effect a tender of your old notes if:

  .  the tender is made through an eligible guarantor institution;

  .  prior to the expiration of the exchange offer, the exchange agent
     receives from an eligible guarantor institution a properly completed and
     duly executed notice of guaranteed delivery, substantially in the form
     we have provided, setting forth your name and address, and the amount of
     old notes you are tendering and stating that the tender is being made by
     notice of

                                       22


     guaranteed delivery. These documents may be sent by overnight courier,
     registered or certified mail or facsimile transmission. If you elect to
     use this procedure, you must also guarantee that within three New York
     Stock Exchange, Inc. trading days after the date of execution of the
     notice of guaranteed delivery, the certificates for all physically
     tendered old notes, in proper form for transfer, or a book-entry
     confirmation of transfer of the old notes into the exchange agent's
     account at The Depository Trust Company, as the case may be, a properly
     completed and duly executed letter of transmittal, with any required
     signature guarantees, and all other required or, in the case of a book-
     entry confirmation, a properly completed and duly executed letter of
     transmittal, with any required signature guarantees, or an agent's
     message instead of the letter of transmittal, will be deposited by the
     eligible guarantor institution with the exchange agent; and

  .  the exchange agent receives the certificates for all physically tendered
     old notes, in proper form for transfer, or a book-entry confirmation of
     transfer of the old notes into the exchange agent's account at The
     Depository Trust Company, as the case may be, a properly completed and
     duly executed letter of transmittal, with any required signature
     guarantees, and all other required documents or, in the case of a book-
     entry confirmation, a properly completed and duly executed letter of
     transmittal, with any required signature guarantees, or an agent's
     message instead of the letter of transmittal, in each case, within three
     New York Stock Exchange, Inc. trading days after the date of execution
     of the notice of guaranteed delivery.

Withdrawal Rights

 You may withdraw tenders of old notes at any time prior to the expiration of
 the exchange offer.

   For a withdrawal to be effective, a written notice of withdrawal must be
received by Firstar Bank of Minnesota, N.A., as exchange agent, prior to the
expiration of the exchange offer at one of the addresses listed below under the
caption "--Exchange Agent." Any notice of withdrawal must specify the name of
the person who tendered the old notes to be withdrawn, identify the old notes
to be withdrawn, including the principal amount of the old notes, and, where
certificates for old notes have been transmitted, specify the name in which the
old notes are registered, if different from that of the withdrawing holder. If
certificates for old notes have been delivered or otherwise identified to the
exchange agent, then, prior to the release of the certificates, the withdrawing
holder must also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
eligible guarantor institution unless the holder is an eligible guarantor
institution. If old notes have been tendered using the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at The Depository Trust Company to be credited with the
withdrawn old notes and otherwise comply with the procedures of the book-entry
transfer facility. All questions as to the validity, form and eligibility-
including time of receipt-of these notices will be determined by us. Our
determination will be final and binding. Any old notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
exchange offer. Any old notes which have been tendered for exchange but which
are not exchanged for any reason will be returned to the registered holder
without cost to that holder as soon as practicable after withdrawal, non-
acceptance of tender or termination of the exchange offer. In the case of old
notes tendered by book-entry transfer into the exchange agent's account at The
Depository Trust Company by using the book-entry transfer procedures described
above, any withdrawn or unaccepted old notes will be credited to the tendering
holder's account at The Depository Trust Company. Properly withdrawn old notes
may be retendered

                                       23


at any time on or prior to the expiration of the exchange offer by following
one of the procedures described above under "--Procedures for Tendering Old
Notes."

Conditions to the Exchange Offer

   Notwithstanding any other provision of the exchange offer, we will not be
required to accept any old notes for exchange or to issue any new notes in
exchange for old notes, and we may terminate or amend the exchange offer if, at
any time before the acceptance of the old notes for exchange or the exchange of
new notes for old notes, any of the following events occurs:

  .  the exchange offer is determined to violate any applicable law or any
     applicable interpretation of the staff of the SEC

  .  an action or proceeding is pending or threatened in any court or by any
     governmental agency that might materially impair our ability to proceed
     with the exchange offer

  .  any material adverse development occurs in any existing legal action or
     proceeding involving us

  .  we do not receive any governmental approval we deem necessary for the
     completion of the exchange offer or

  .  any of the conditions precedent to our obligations under the
     Registration Rights Agreement are not fulfilled.

   These conditions are for our benefit only and we may assert them regardless
of the circumstances giving rise to any condition. We may also waive any
condition in whole or in part at any time in our sole discretion. Our failure
at any time to exercise any of the foregoing rights will not constitute a
waiver of that right and each right is an ongoing right that we may assert at
any time.

   In addition, we will not accept any old notes for exchange or issue any new
notes in exchange for old notes, if at the time a stop order is threatened or
in effect which relates to:

  .  the registration statement of which this prospectus forms a part or

  .  the qualification under the Trust Indenture Act of 1939 of the indenture
     under which the old notes were issued and the new notes will be issued.

                                       24


Exchange Agent

   We have appointed Firstar Bank of Minnesota, N.A., as the exchange agent for
the exchange offer. All completed letters of transmittal and agent's messages
should be directed to the exchange agent at one of the addresses listed below.
Questions and requests for assistance, requests for additional copies of this
prospectus or the letter of transmittal, agent's messages and requests for
notices of guaranteed delivery should be directed to the exchange agent at one
of the following addresses:

                                                              
  By Regular or Certified                       By Facsimile:           By Overnight Courier or Hand:
            Mail:
                              (Eligible Guarantor Institutions Only)

 Firstar Bank of Minnesota,      Firstar Bank of Minnesota, N.A.     Firstar Bank of Minnesota, N.A.
            N.A.
    101 E. Fifth Street                101 E. Fifth Street                 101 E. Fifth Street
 St. Paul, Minnesota 55101          St. Paul, Minnesota 55101           St. Paul, Minnesota 55101
  Attention: Frank Leslie            Attention: Frank Leslie             Attention: Frank Leslie
                                       Fax: (651) 229-6415

                                     To Confirm by Telephone
                                     or for Information Call:

                                 Firstar Bank of Minnesota, N.A.
                                       101 E. Fifth Street
                                    St. Paul, Minnesota 55101
                                     Attention: Frank Leslie
                                      Phone: (651) 229-2600

 

   Delivery of a letter of transmittal or agent's message to an address other
than the address listed above or transmission of instructions by facsimile
other than as set forth above is not valid delivery of the letter of
transmittal or agent's message.

Fees and Expenses

   The principal solicitation is being made by mail by Firstar Bank of
Minnesota, N.A., as exchange agent. We will pay the exchange agent customary
fees for its services, reimburse the exchange agent for its reasonable out-of-
pocket expenses incurred in connection with the provision of these services and
pay other registration expenses, including fees and expenses of the trustee
under the indenture relating to the notes, filing fees, blue sky fees and
printing and distribution expenses. We will not make any payment to brokers,
dealers or others soliciting acceptances of the exchange offer.

   Additional solicitation may be made by telephone, facsimile or in person by
our and our affiliates' officers and regular employees and by persons so
engaged by the exchange agent.

Transfer Taxes

   You will not be obligated to pay any transfer taxes in connection with the
tender of old notes in the exchange offer unless you instruct us to register
new notes in the name of, or request that old notes not tendered or not
accepted in the exchange offer be returned to, a person other than the
registered tendering holder. In those cases, you will be responsible for the
payment of any applicable transfer tax.

                                       25


Consequences of Exchanging or Failing to Exchange Old Notes

   If you do not exchange your old notes for new notes in the exchange offer,
your old notes will continue to be subject to the provisions of the indenture
relating to the notes regarding transfer and exchange of the old notes and the
restrictions on transfer of the old notes described in the legend on your
certificates. These transfer restrictions are required because the old notes
were issued under an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. In general, the old notes may not be offered or sold, unless registered
under the Securities Act, except under an exemption from, or in a transaction
not subject to, the Securities Act and applicable state securities laws. We do
not plan to register the old notes under the Securities Act. Based on
interpretations by the staff of the SEC, as set forth in no-action letters
issued to third parties, we believe that the new notes you receive in the
exchange offer may be offered for resale, resold or otherwise transferred
without compliance with the registration and prospectus delivery provisions of
the Securities Act. However, you will not be able to freely transfer the new
notes if:

  .  you are our "affiliate," as defined in Rule 405 under the Securities
     Act;

  .  you are not acquiring the new notes in the exchange offer in the
     ordinary course of your business;

  .  you have an arrangement or understanding with any person to participate
     in the distribution of the new notes, as defined in the Securities Act,
     you will receive in the exchange offer, or

  .  you are a participating broker-dealer.

We do not intend to request the SEC to consider, and the SEC has not
considered, the exchange offer in the context of a similar no-action letter. As
a result, we cannot guarantee that the staff of the SEC would make a similar
determination with respect to the exchange offer as in the circumstances
described in the no-action letters discussed above. Each holder, other than a
broker-dealer, must acknowledge that it is not engaged in, and does not intend
to engage in, a distribution of new notes and has no arrangement or
understanding to participate in a distribution of new notes. If you are our
affiliate, are engaged in or intend to engage in a distribution of the new
notes or have any arrangement or understanding with respect to the distribution
of the new notes you will receive in the exchange offer, you

  .  may not rely on the applicable interpretations of the staff of the SEC
     and

  .  must comply with the registration and prospectus delivery requirements
     of the Securities Act in connection with any resale transaction
     involving the new notes. If you are a participating broker-dealer, you
     must acknowledge that you will deliver a prospectus in connection with
     any resale of the new notes. In addition, to comply with state
     securities laws, you may not offer or sell the new notes in any state
     unless they have been registered or qualified for sale in that state or
     an exemption from registration or qualification is available and is
     complied with. The offer and sale of the new notes to "qualified
     institutional buyers"--as defined in Rule 144A of the Securities Act--is
     generally exempt from registration or qualification under state
     securities laws. We do not plan to register or qualify the sale of the
     new notes in any state where an exemption from registration or
     qualification is required and not available.

                                       26


                 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

   The following summary sets forth the United States federal income tax
consequences that are anticipated to be material with the exchange of the old
notes for new notes and the disposition of the new notes. This summary is based
upon existing United States federal income tax law, which is subject to change,
possibly retroactively. This summary does not discuss all aspects of United
States federal income taxation that may be important to particular holders in
light of their individual investment circumstances, such as new notes held by
investors subject to special tax rules (e.g., financial institutions, insurance
companies, broker-dealers, and tax-exempt organizations, or, except to the
extent described below, Non-U.S. Holders (as defined below)) or to persons that
hold the old notes or will hold the new notes as a part of a straddle, hedge,
or synthetic security transaction for United States federal income tax purposes
or that have a functional currency other than the United States dollar, all of
whom may be subject to tax rules that differ significantly from those
summarized below. In addition, this summary does not discuss any foreign,
state, or local tax considerations. This summary addresses tax consequences
only to current holders of notes and assumes that such holders hold their new
notes as "capital assets" (generally, property held for investment) under the
United States Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"). We urge you to consult your tax advisor regarding the United States
federal, state, local, and foreign income and other tax considerations
associated with the exchange of old notes for new notes and the disposition of
the new notes.

   For purposes of this summary, a "U.S. Holder" is a beneficial owner of a
note who is:

     (1) an individual who is a citizen or resident of the United States,

     (2) a corporation, partnership, or other entity created in, or organized
  under the law of, the United States or any State or political subdivision
  thereof,

     (3) an estate that is subject to United States federal income taxation
  without regard to the source of its income, or

     (4) a trust (A) the administration of which is subject to the primary
  supervision of a United States court and which has one or more United
  States persons who have the authority to control all substantial decisions
  of the trust, or (B) that was in existence on August 20, 1996, was treated
  as a United States person under the Internal Revenue Code on that date, and
  properly elected to continue to be so treated.

A "Non-U.S. Holder" is a beneficial owner of an old note or new note who is not
a U.S. Holder.

U.S. Holders and Non-U.S. Holders

   There will be no United States federal income tax consequences to a U.S.
Holder or Non-U.S. Holder exchanging an old note for a new note pursuant to the
exchange offer, and such holder will have the same adjusted basis and holding
period in the new note as it had in the old note immediately before the
exchange.

U.S. Holders

   Disposition of New Notes. In general, subject to the market discount rules
discussed below, a U.S. Holder of a new note will recognize capital gain or
loss upon the sale, redemption, retirement or other disposition of the new note
in an amount equal to the difference between the amount realized (except to the
extent attributable to accrued but unpaid interest), in such disposition and
the holder's adjusted tax basis in the new note. Such gain or loss will be
long-term gain or loss if the new note

                                       27


has been held (taking into account the period that such holder has held the old
note) for more than one year.

   Market Discount. Holders, other than original purchasers of old notes in the
original offering, should be aware that the resale of the new notes may be
affected by the market discount provisions of the Internal Revenue Code. These
rules generally provide that if a holder of a note purchases such note,
subsequent to the original offering, at a market discount in excess of a
statutorily-defined de minimis amount, and thereafter recognizes gain upon a
disposition (including a partial redemption) of the new note received in
exchange for such old note, the lesser of such gain or the portion of the
market discount that accrued while the old note and the new note were held by
such holder will be treated as ordinary interest income at the time of the
disposition. In addition, a holder who acquires a note at a market discount may
be required to defer a portion of any interest expense that may otherwise be
deductible on any indebtedness incurred or maintained to purchase or carry such
note until the holder disposes of such note in a taxable transaction. If a
holder of such a note elects to include market discount in income currently,
both of the foregoing rules would not apply.

Non-U.S. Holders

   Payments of Interest. Interest that we pay to Non-U.S. Holders will not be
subject to United States federal income or withholding tax provided that (1)
such holder does not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock entitled to vote, (2) such
holder is not a controlled foreign corporation related to us through stock
ownership, a foreign tax-exempt organization or foreign private foundation for
United States federal income tax purposes, and (3) the requirements of section
871(h) or 881(c) of the Internal Revenue Code are satisfied as described below
under the heading "Owner's Statement Requirement." Notwithstanding the above, a
Non-U.S. Holder that is engaged in the conduct of a United States trade or
business will be subject to (a) United States federal income tax on interest
that is effectively connected with the conduct of such trade or business and
(b) if the Non-U.S. Holder is a corporation, a United States branch profits tax
equal to 30% of its "effectively connected earnings and profits" as adjusted
for the taxable year, unless the holder qualifies for an exemption from such
tax or a lower tax rate under an applicable treaty.

   Gain on Disposition. A Non-U.S. Holder will generally not be subject to
United States federal income tax on gain recognized on a sale, redemption, or
other disposition of a new note unless (1) the gain is effectively connected
with the conduct of a trade or business within the United States by the Non-
U.S. Holder or (2) in the case of a Non-U.S. Holder who is a nonresident alien
individual, such holder is present in the United States for 183 or more days
during the taxable year and certain other requirements are met. Any such gain
that is effectively connected with the conduct of a United States trade or
business by a Non-U.S. Holder will be subject to United States federal income
tax on a net income basis in the same manner as if such holder were a United
States person and, if such Non-U.S. Holder is a corporation, such gain may also
be subject to the 30% United States branch profits tax described above.

   Federal Estate Taxes. A new note held by an individual who at the time of
death is not a citizen or resident of the United States will not be subject to
United States federal estate tax as a result of such individual's death,
provided that (1) the individual does not actually or constructively own 10% or
more of the total combined voting power of all classes of our stock entitled to
vote and (2) the interest accrued on the new note was not effectively connected
with a United States trade or business of the individual at the individual's
death.

                                       28


   Owner's Statement Requirement. Sections 871(h) and 881(c) of the Internal
Revenue Code require that either the beneficial owner of the new note or a
securities clearing organization, bank or other financial institution that
holds customers' securities in the ordinary course of its trade or business
(a "Financial Institution") and that holds the new note on behalf of such owner
file a statement with us or our agent to the effect that the beneficial owner
is not a United States person in order to avoid withholding of United States
federal income tax. Under current regulations, this requirement will be
satisfied if we or our agent receives (1) a statement (an "Owner's Statement")
from the beneficial owner of a new note certifying under penalties of perjury
that such owner is not a United States person and that provides such owner's
name and address or (2) a statement from the Financial Institution holding the
new note on behalf of the beneficial owner in which the Financial Institution
certifies, under penalties of perjury, that it has received the Owner's
Statement together with a copy of the Owner's Statement. The beneficial owner
must inform us or our agent (or, in the case of a statement described in clause
(2) of the immediately preceding sentence, the Financial Institution) within 30
days of any change in information on the Owner's Statement.

   Backup Withholding and Information Reporting. Current United States federal
income tax law provides that in the case of payments of interest to Non-U.S.
Holders, the 31% backup withholding tax will not apply to payments that we or a
paying agent make outside the United States on a new note if an Owner's
Statement is received or an exemption has otherwise been established; provided
in each case that we or the paying agent, as the case may be, do not have
actual knowledge that the payee is a United States person.

   Under current Treasury regulations, payments of the proceeds of the sale of
a new note to or through a foreign office of a "broker" will not be subject to
backup withholding but will be subject to information reporting if the broker
is a United States person, a controlled foreign corporation for United States
federal income tax purposes, a foreign person 50% or more of whose gross income
is from a United States trade or business for a specific three-year period,
unless the broker has in its records documentary evidence that the holder is
not a United States person and certain conditions are met or the holder
otherwise establishes an exemption. Payment of the proceeds of a sale to or
through the United States office of a broker is subject to backup withholding
and information reporting unless the holder certifies its non-United States
status under penalties of perjury or otherwise establishes an exemption.

   Recently, the Treasury Department has promulgated final regulations
regarding the withholding and information reporting rules discussed above. In
general, these final regulations do not alter significantly the substantive
withholding and information reporting requirements but unify current
certification procedures and forms and clarify reliance standards. Under these
final regulations, special rules apply which permit the shifting of primary
responsibility for withholding to certain financial intermediaries acting on
behalf of beneficial owners. We anticipate these final regulations will become
effective for payments made after December 31, 2000, subject to certain
transition rules.

                                       29


                THE DAMES & MOORE ACQUISITION AND FINANCING PLAN

General

   On May 5, 1999, we entered into a merger agreement with Dames & Moore, and
on May 11, 1999, we commenced a tender offer for all of its outstanding common
stock. On June 9, 1999, we purchased 96% of Dames & Moore's common stock
pursuant to the tender offer. On June 24, 1999, we acquired the remaining 4% of
Dames & Moore's common stock that we did not previously own by merging one of
our wholly-owned subsidiaries into Dames & Moore.

Acquisition Consideration

   We paid $16.00 per share in cash for the Dames & Moore common stock.

The Financing Plan

   The total amount of funds that we used to acquire Dames & Moore, to pay
related fees and expenses, and to refinance most of Dames & Moore's and our
outstanding debt was approximately $750 million. We used the net proceeds from
the following to finance our acquisition of Dames & Moore:

  .  an equity investment by RCBA Strategic Partners, L.P. in our preferred
     stock totaling $100 million.

  .  senior subordinated increasing rate notes and

  .  a portion of our senior secured credit facility.

   We obtained all of the above funds on June 9, 1999, the closing day of the
tender offer. We retired the senior subordinated increasing rate notes on June
23, 1999 with the proceeds of our offering of 12 1/4% Senior Subordinated Notes
due 2009.

 Equity Investment By RCBA Strategic Partners, L.P.

   On June 9, 1999, RCBA Strategic Partners, L.P. purchased 46,082.95 newly
issued shares of our Series A Preferred Stock and 450,000 newly issued shares
of our Series C Preferred Stock for $100 million in the aggregate, pursuant to
the terms and conditions of the Securities Purchase Agreement, dated as of May
5, 1999, between RCBA Strategic Partners, L.P. and us.

   Neither the Series A Preferred Stock nor the Series C Preferred Stock that
RCBA Strategic Partners, L.P. purchased is convertible into our common stock or
has any voting rights. However, in the Securities Purchase Agreement we agreed
with RCBA Strategic Partners, L.P. to hold a stockholders meeting as soon as
practicable, but in no event later than six months from the Funding Date, for
the purpose of approving the issuance of new 8% Series B Exchangeable
Convertible Preferred Stock in exchange for the Series A Preferred Stock
together with the Series C Preferred Stock. The Series A Preferred Stock and
the Series C Preferred Stock will be exchanged for Series B Exchangeable
Convertible Preferred Stock at an exchange rate of 46,082.95 shares of Series B
Exchangeable Convertible Preferred Stock plus the number of any additional
shares of Series A Preferred Stock accrued as dividends on the date of
exchange. The Series A Preferred Stock has a dividend rate of 8% for the first
six months after its issuance. If stockholder approval of the issuance of the
Series B Exchangeable Convertible Preferred Stock is not obtained within six
months after the issuance of the Series A Preferred Stock, the dividend rate
for the Series A Preferred Stock will be

                                       30


recalculated and paid as if the dividend rate was 15% from its issuance. The
Series C Preferred Stock will not have a dividend. The Series B Exchangeable
Convertible Preferred Stock will have voting rights and will be convertible at
any time, at the option of the holders, into our common stock. In addition, on
or after the third anniversary of the Funding Date, we may convert all, but not
less than all, of the outstanding shares of Series B Exchangeable Convertible
Preferred Stock into our common stock if our common stock has been trading
above a certain price for a fixed period of time. We may also at any time
exchange the Series B Exchangeable Convertible Preferred Stock, in whole but
not in part, for subordinated exchange debentures on a dollar-for-dollar basis.
These debentures will be subordinated in all respects to the notes.

   On June 9, 2011, we must, under the Securities Purchase Agreement, redeem
any outstanding shares of Series A Preferred Stock and Series C Preferred Stock
or any outstanding shares of Series B Exchangeable Convertible Preferred Stock.
We must pay for the Series A Preferred Stock or Series B Exchangeable
Convertible Preferred Stock in cash and can choose to pay for the Series C
Preferred Stock either in cash, common stock or a combination thereof. If we
are unable to redeem the Series A Preferred Stock or Series B Exchangeable
Convertible Preferred Stock, the dividend rates for each series will increase.
In addition, on the earlier of June 9, 2005 or the date on which we will have
sufficient shares of common stock to repurchase the Series C Preferred Stock,
any holder of Series C Preferred Stock can require us, upon 120 days notice, to
repurchase all, but not less than all, of his, her or its shares of Series C
Preferred Stock, at our election, either in cash, subject to approval by the
lenders under our senior secured credit facility, common stock or a combination
thereof.

   As of April 30, 1999, Richard C. Blum & Associates, L.P., an affiliate of
RCBA Strategic Partners, L.P., was the beneficial owner of approximately 19% of
our outstanding common stock. If all of the Series B Exchangeable Convertible
Preferred Stock were converted into our common stock, Richard C. Blum &
Associates, L.P. and its affiliates would be the beneficial owners of more than
37% of our outstanding common stock.

 Senior Secured Credit Facility

   Our Senior Secured Credit Facility provides for three term loan facilities
in the aggregate amount of $450 million and a revolving credit facility in the
amount of $100 million. The term loan facilities consist of Term Loan A, a $250
million tranche, Term Loan B, a $100 million tranche, and Term Loan C, another
$100 million tranche. Term Loan A matures six years from the Funding Date. Term
Loan B matures seven years from the Funding Date. Term Loan C matures eight
years from the Funding Date. The revolving credit facility matures six years
from the Funding Date.

   The proceeds of the term loans have been used as part of our financing plan.
In addition, a portion of a letter of credit subfacility was used as part of
the financing plan. A portion of Term Loan A will be available to us on a
delayed draw-down basis to close the Merger. The remainder of the revolving
credit facility will be used for our working capital requirements and for
general corporate purposes and to pay for any appraisal rights that dissenting
stockholders may have.

   The term loans each bear interest at a rate per annum equal to, at our
option, either the Base Rate or LIBOR, in each case plus an applicable margin.
The revolving credit facility bears interest at a rate per annum equal to, at
our option, either the Base Rate, LIBOR or the Adjusted Sterling Rate, in each
case plus an applicable margin. The applicable margin adjusts according to a
performance pricing grid based on our ratio of Consolidated Total Funded Debt
to Consolidated EBITDA (as defined therein). The "Base Rate" is defined as the
higher of Wells Fargo Bank, National

                                       31


Association's Prime Rate and the Federal Funds Rate plus 0.50%. "LIBOR" is
defined as the offered quotation by first class banks in the London interbank
market to Wells Fargo Bank, National Association for dollar deposits, as
adjusted for reserve requirements. The "Adjusted Sterling Rate" is defined as
the rate per annum displayed by Reuters at which Sterling is offered to Wells
Fargo Bank, National Association in the London interbank market as determined
by the British Bankers' Association.

   For a more detailed description of the terms and conditions of our Senior
Secured Credit Facility, see "Description of Our Other Principal Indebtedness--
Senior Secured Credit Facility."

                                       32


                                 CAPITALIZATION

   The following table sets forth our capitalization and cash and cash
equivalents as of April 30, 1999 and is adjusted to reflect the consummation of
the Dames & Moore acquisition and the related financing plan, including the
sale of the old notes. This table should be read in conjunction with "The Dames
& Moore Acquisition and Financing Plan," "Unaudited Pro Forma Combined
Financial Information" and the consolidated financial statements and the
accompanying notes included elsewhere in this prospectus or incorporated by
reference herein.



                                                               April 30, 1999
                                                              -----------------
                                                                         Pro
                                                               Actual   Forma
                                                              -------- --------
                                                                 (unaudited)
                                                               (in thousands)
                                                                 
Cash and cash equivalents.................................... $ 10,036 $ 26,252
                                                              ======== ========
Long-term debt (including current portion):
  Senior Secured Credit Facility
    Revolving credit facility................................ $ 20,000 $    --
    Term Loan A..............................................   90,000  250,000
    Term Loan B..............................................      --   100,000
    Term Loan C..............................................      --   100,000
  Notes......................................................      --   200,000
  Other indebtedness.........................................   23,809   30,200
                                                              -------- --------
      Total long-term debt...................................  133,809  680,200
                                                              -------- --------
Preferred stock
    Mandatory redeemable Series A (1)........................      --    98,000
    Mandatory redeemable Series C (1)........................      --       --
Common stockholders' equity..................................  182,949  182,949
                                                              -------- --------
Total capitalization......................................... $316,758 $961,149
                                                              ======== ========

- --------
(1) We have agreed with RCBA Strategic Partners, L.P. to hold a stockholders'
    meeting not later than December 9, 1999 for our stockholders to decide
    whether to approve the issuance of a new Series B Exchangeable Convertible
    Preferred Stock in exchange for the Series A Preferred Stock together with
    the Series C Preferred Stock. See "The Dames & Moore Acquisition and
    Financing Plan--Equity Investment By RCBA Strategic Partners, L.P."

                                       33


         SELECTED CONSOLIDATED FINANCIAL INFORMATION OF URS CORPORATION

   The following tables present selected historical consolidated financial
information. The financial information presented below as of and for the five
years ended October 31, 1998 has been derived from our audited financial
statements. The financial information presented below as of and for the six
months ended April 30, 1999 and 1998 has been derived from our unaudited
consolidated financial statements and includes all adjustments consisting only
of normal recurring adjustments that management considers necessary for a fair
presentation of the financial information. The results of operations for the
six months ended April 30, 1999 may not reflect the results expected for the
full year.

   The financial information set forth below is qualified in its entirety by,
and should be read in conjunction with, "Management's Discussion and Analysis
of Results of Operations and Financial Condition," our consolidated financial
statements, the accompanying notes and other financial and statistical
information appearing elsewhere in this memorandum.

   The ratio of earnings to fixed charges was computed by dividing earnings by
fixed charges. For this purpose, earnings consist of income before income taxes
plus fixed charges. Fixed charges consist of interest expense, the amortization
of debt discount and such portion of rental expense that is attributed to
interest.



                         Six Months Ended
                             April 30,                Year Ended October 31,
                         ----------------- --------------------------------------------
                           1999     1998     1998     1997     1996     1995     1994
                         -------- -------- -------- -------- -------- -------- --------
                            (unaudited)
                                                 (in thousands)
                                                          
Consolidated Statement
 of Operations Data:
Revenues................ $415,069 $381,338 $805,946 $406,451 $305,470 $179,769 $164,088
Operating expenses:
 Direct operating.......  239,151  231,587  478,640  241,002  187,129  108,845  102,500
 Indirect, general and
  administrative........  141,006  121,418  262,509  133,515   97,094   60,093   52,859
 Depreciation and
  amortization..........    7,731    7,339   14,556    7,927    5,295    3,124    2,596
                         -------- -------- -------- -------- -------- -------- --------
Total operating
 expenses...............  387,888  360,344  755,705  382,444  289,518  172,062  157,955
                         -------- -------- -------- -------- -------- -------- --------
Operating income........   27,181   20,994   50,241   24,007   15,952    7,707    6,133
 Interest expense, net..    4,714    4,282    8,774    4,802    3,897    1,351    1,244
                         -------- -------- -------- -------- -------- -------- --------
Income before income
 taxes..................   22,467   16,712   41,467   19,205   12,055    6,356    4,889
 Income tax expense.....    9,800    7,600   18,800    7,700    4,700    1,300      450
                         -------- -------- -------- -------- -------- -------- --------
Net income.............. $ 12,667 $  9,112 $ 22,667 $ 11,505 $  7,355 $  5,056 $  4,439
                         ======== ======== ======== ======== ======== ======== ========

                          As of April 30,               As of October 31,
                         ----------------- --------------------------------------------
                           1999     1998     1998     1997     1996     1995     1994
                         -------- -------- -------- -------- -------- -------- --------
                            (unaudited)
                                             (dollars in thousands)
                                                          
Consolidated Balance
 Sheet Data:
Working capital......... $159,130 $116,609 $130,969 $ 63,236 $ 57,570 $ 36,307 $ 33,674
Total assets............  494,657  417,715  451,704  210,091  194,932   75,935   65,214
Total debt..............  133,809  123,658  116,016   48,049   61,263    9,999    9,270
Stockholders' equity....  182,949  149,216  166,360   77,151   56,694   39,478   33,973
Other Financial Data:
Ratio of earnings to
 fixed charges..........     3.0x     2.6x     3.0x     2.8x     2.5x     2.8x     2.5x


                                       34


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

   The following discussion and analysis of financial condition and results of
operations should be read in conjunction with our financial statements, the
notes thereto, and the other financial information appearing elsewhere in this
prospectus or incorporated by reference herein. This discussion contains, in
addition to historical information, forward-looking statements that are subject
to risks and other uncertainties. Our actual results may differ materially from
those anticipated in these forward-looking statements. For more information
regarding these risks and uncertainties, see "Forward-Looking Statements."

Overview

   We are a leading engineering services firm with clients that include local,
state, and federal government agencies, and private clients in a broad array of
industries. We generated gross revenues of $806 million in fiscal 1998 from a
diverse customer group. We derived a majority of our gross revenues from public
sector work.

   In recent years, we expanded our presence in specific end-user and
geographic markets to capitalize on the industry trend toward consolidation. We
acquired Greiner Engineering in fiscal 1996 and Woodward-Clyde in fiscal 1998.
Both businesses complemented our existing business, and each acquisition
doubled our gross revenues. We successfully integrated each of these businesses
and achieved synergies and cost savings. From fiscal year 1995 to the six
months ended April 30, 1999, our operating margin improved from 4.3% to 6.5%.

   Since 1995, Dames & Moore has made 17 acquisitions. Dames & Moore's four
largest acquisitions were O'Brien Kreitzberg, Walk Haydel, BRW, and Radian. We
believe that Dames & Moore's diverse portfolio of companies will facilitate our
long-term revenue growth through cross-marketing opportunities, added process,
construction and program management capabilities and expanded market presence.
In addition to the cost savings discussed under "Unaudited Pro Forma Combined
Financial Information" that relate to the integration of Dames & Moore's
diverse operations and the elimination of some of Dames & Moore's corporate
overhead expenses, we have identified a number of other potential cost savings
initiatives that relate to the integration of Dames & Moore's operations with
our operations. These potential cost savings include the elimination of
redundant offices and related overhead expenses.

   Revenues. We earn our revenues from fixed-price, cost-plus and time-and-
materials contracts. We recognize revenues by the percentage completion method,
based primarily on contract costs incurred to date compared with total
estimated contract costs. The percentage of revenue attributable to each type
of contract will differ from the historical percentages that Dames & Moore and
we reported independently.

   The majority of our historical revenue growth is attributable to
acquisitions. Following the Dames & Moore acquisition, we expect internal
revenue growth to exceed revenue growth from acquisitions. We expect to realize
revenue synergies from the Dames & Moore acquisition and to benefit from the
projected increase in government spending on infrastructure projects.

   Direct Operating Expenses. The principal components of our direct operating
costs are labor costs for employees who are directly involved in providing
services to clients and subcontractor

                                       35


costs. We maintain a flexible workforce, utilizing full-time, part-time, and
temporary employees. Other direct operating expenses also include those
expenses associated with a specific design project including materials, and
incidental expenditures. We must compete for employees in part by maintaining
competitive rates of compensation. Operating margins attributable to specific
projects will vary as the costs of the projects exceed or fall below contracted
estimates.

   Indirect, General & Administrative Expenses. Indirect operating expenses
include: salaries and benefits for management, administrative, marketing and
sales personnel; bid and proposal costs; and occupancy costs and related
overhead costs.

   Goodwill Amortization. We will amortize goodwill arising from the Dames &
Moore acquisition over 40 years.

   Interest Expense. Historically, we have financed our acquisition growth
strategy, in part, with bank debt. After completion of the Dames & Moore
acquisition, our interest expense will significantly increase because of our
incurrence of additional indebtedness, including the old notes, to finance the
Dames & Moore acquisition.

Incomparability of Our and Dames & Moore's Historical Financial Statements

   Fiscal Years. We maintain a fiscal year ending October 31. Dames & Moore
used a fiscal year ending the last Friday in March. We will keep our October 31
fiscal year end and the results of Dames & Moore will be included in our
consolidated financial results from the date of acquisition.

   Gross vs. Net Revenues. It is a common practice in the engineering and
construction industry to routinely subcontract services. These subcontracted
costs are passed through to clients and, in accordance with industry practice,
are included in revenues. Historically, Dames & Moore distinguished between
gross and net revenues and reflected these amounts separately on its
"Consolidated Statements of Operations." Dames & Moore derived net revenues by
deducting the direct costs of outside services from its gross revenues.
Furthermore, Dames & Moore's historical "Management Discussion and Analysis of
Financial Condition and Results of Operations" discussed the results of net
revenues only. In contrast, we do not distinguish between gross and net
revenues on our "Consolidated Statements of Operations," reporting gross
revenues only. Similarly, our "Management Discussion and Analysis of Financial
Condition and Results of Operations" reflects gross performance only. We will
retain our reporting methodology and the revenues of consolidated Dames & Moore
businesses will be reported on a gross basis beginning from the date of
acquisition.

Historical Results of Operations

 Acquisitions

   On May 5, 1999, we entered into a merger agreement with Dames & Moore, and
on May 11, 1999, we commenced a tender offer for all of its outstanding common
stock. On June 9, 1999, we purchased 96% of Dames & Moore's common stock
pursuant to the tender offer, and accordingly, Dames & Moore became one of our
subsidiaries. On June 24, 1999, we acquired the remaining 4% of Dames & Moore's
common stock that we did not previously own by merging a wholly-owned
subsidiary into Dames & Moore.

   On February 1, 1999 we acquired privately-held Thornburn Colquhoun Holdings
plc, for an aggregate purchase price of $13.6 million including our assumption
of its debt. We have accounted

                                       36


for the acquisition using the purchase method of accounting and the excess of
the fair value of the net assets acquired over the purchase price has been
allocated to goodwill. The operating results of Thornburn Colquhoun Holdings,
plc are included in our results of operations from the date of purchase. Pro
forma operating results for the six months ended April 30, 1999 and the twelve
months ended October 31, 1998, as if the acquisition had been made on November
1, 1997, are not presented because they would not be materially different from
our reported results.

 Six Months Ended April 30, 1999 Compared with April 30, 1998

   Our revenues were $415.1 million for the six months ended April 30, 1999, an
increase of $33.7 million, or 9%, over the amount reported for the same period
last year. Our growth in revenues is primarily attributable to all areas of our
business, including infrastructure projects involving transportation systems,
institutional and commercial facilities and environmental projects.

   Direct operating expenses for the six months ended April 30, 1999, which
consist of direct labor and other direct expenses including subcontractor
costs, increased $7.6 million, or 3%, over the amount reported in the same
period last year. This increase is attributable to the overall increase in our
business as compared to the same period last year. Indirect, general and
administrative expenses, including depreciation and amortization, were $148.7
million for the six months ended April 30, 1999, an increase of $20 million, or
16%, over the amount reported for the same period last year. The increase in
indirect, general and administrative expenses is primarily the result of a
general increase in our U.S. based business and higher costs in our
international operations.

   We earned $22.5 million before income taxes for the six months ended April
30, 1999, compared to $16.7 million for the same period last year. Our
effective income tax rates for the six months ended April 30, 1999 and 1998
were approximately 44% and 45%.

   We reported net income of $12.7 million or $0.77 per share, for the six
months ended April 30, 1999, compared to $9.1 million, or $0.58 per share for
the same period last year.

   As of April 30, 1999, our backlog of signed and funded contracts was $712.8
million compared to $675.0 million at October 31, 1998.

 Fiscal 1998 Compared with Fiscal 1997

   Revenues in fiscal 1998 were $805.9 million, or 98% over the amount reported
in fiscal 1997. We attribute the growth in revenues primarily to the
acquisition and integration of Woodward-Clyde, whose results we have included
commencing November 1, 1997. The integration of Woodward-Clyde's corporate
management, administration, human resources, accounting and finance,
information systems and to a lesser extent, marketing and sales functions,
immediately followed the acquisition.

   Direct operating expenses, which consist of direct labor and direct expenses
including subcontractor costs, increased $237.6 million, or 99%, over the
amount reported in fiscal 1997. The increase is due to the addition of the
direct operating expenses of Woodward-Clyde and to increases in subcontractor
costs and direct labor costs. Indirect general and administrative expenses,
including depreciation and amortization, increased to $277.1 million in fiscal
1998 from $141.4 million in fiscal 1997 resulting from the addition of the
Woodward-Clyde overhead and an increase in our business activity. Expressed as
a percentage of revenues, indirect general and administrative expenses,
including depreciation and amortization, decreased slightly from 35% in fiscal
1997 to

                                       37


34% in fiscal 1998. We attribute this stability to our cost controls. Our net
interest expense increased to $8.8 million in fiscal 1998 from $4.8 million in
fiscal 1997 as a result of increased borrowings that we incurred in connection
with the acquisition of Woodward-Clyde.

   With an effective income tax rate of 45% in 1998, we earned net income of
$22.7 million while in 1997 net income was $11.5 million after an effective
income tax rate of 40%. The increase in the effective tax rate was primarily
due to the consolidation of Woodward-Clyde and to nondeductible goodwill, state
taxes, and our operations in foreign countries with higher tax rates. We earned
$1.43 per share on a diluted basis in fiscal 1998 compared to $1.08 per share
in fiscal 1997.

   Our backlog of signed and funded contracts at October 31, 1998, was $675
million compared to $470.4 million at October 31, 1997. The value of our
designations was $504 million at October 31, 1998 compared to $446 million at
October 31, 1997.

 Fiscal 1997 Compared with Fiscal 1996

   Our revenues in fiscal 1997 were $406.5 million, or 33% over the amount
reported in fiscal 1996. We attribute the growth in revenues primarily to the
acquisition of Greiner, whose results we included commencing April 1, 1996.
Accordingly, in fiscal 1997 we included the results of operations of Greiner
for twelve months compared to only seven months in fiscal 1996.

   Our direct operating expenses, which consist of direct labor and direct
expenses including subcontractor costs, increased $53.9 million, or 29%, over
the amount reported in fiscal 1996. The increase is due to the addition of the
direct operating expenses of Greiner and to increases in subcontractor costs
and direct labor costs. Indirect general and administrative expenses, including
depreciation and amortization, increased to $141.4 million in fiscal 1997 from
$102.4 million in fiscal 1996 as a result of the addition of the Greiner
overhead as well as an increase in business activity. Expressed as a percentage
of revenues, indirect general and administrative expenses, including
depreciation and amortization, increased slightly from 34% in fiscal 1996 to
35% in fiscal 1997. We attribute this stability to our cost controls. Net
interest expense increased to $4.8 million in fiscal 1997 from $3.9 million in
fiscal 1996 as a result of increased borrowings that we incurred in connection
with the acquisition of Greiner.

   With an effective income tax rate of 40% in 1997, we earned net income of
$11.5 million while in 1996 net income was $7.4 million after an effective
income tax rate of 39%. We earned $1.08 per share on a diluted basis in fiscal
1997 compared to $.81 per share in fiscal 1996.

   Our backlog of signed and funded contracts at October 31, 1997, was $470.4
million compared to $399.2 million at October 31, 1996. The value of our
designations was $446 million at October 31, 1997 compared to $295.9 million at
October 31, 1996.

Income Taxes

   As of October 31, 1998 we had $4.6 million of net operating loss
carryforwards related to our October 1989 quasi-reorganization. Section 382 of
the Internal Revenue Code limits our use of these net operating loss
carryforwards to offset income to $750,000 per year. We also have available
$7.8 million of foreign net operating losses. These net operating losses are
available only to offset income earned in foreign jurisdictions.

   We have recorded deferred tax liabilities. Our deferred tax liability
increased primarily because of nondeductible goodwill and other liabilities
related to the acquisition of Woodward-Clyde. Our

                                       38


valuation allowance increased by a net of a decrease of $260,000 due to the
utilization of net operating losses and an increase of $2.1 million resulting
from the Woodward-Clyde acquisition.

Acquisitions

   In March 1996, we acquired all of the capital stock of Greiner for common
stock, cash and debt.



                                                                  (in thousands)
                                                               
Purchase price of Greiner
 (net of prepaid loan fees)......................................    $ 77,184
Fair value of assets acquired....................................     (39,510)
                                                                     --------
Excess purchase price over net assets acquired...................    $ 37,674
                                                                     ========

   In November 1997, we acquired Woodward-Clyde for common stock, cash and
debt.


                                                                 (in thousands)
                                                              
Purchase price of Woodward-Clyde
 (net of prepaid loan fees).....................................    $128,366
Fair value of assets acquired...................................     (36,194)
                                                                    --------
Excess purchase price over net assets acquired..................    $ 92,172
                                                                    ========

   In June 1999, we acquired Dames & Moore for cash and debt.


                                                                  (in thousands)
                                                               
Purchase price of Dames & Moore
 (net of prepaid loan fees)......................................   $ 323,811
Fair value of assets acquired....................................    (146,920)
Dames & Moore historical goodwill, net...........................     159,918
Excess purchase price over net assets acquired...................   $ 336,809
                                                                    =========


Year 2000 Issues

   Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century
dates from 20th century dates. Any programs that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in the computer shutting down or performing incorrect
computations. As a result, before December 31, 1999, computer systems and
software used by many companies may need to be upgraded to comply with such
"Year 2000" requirements.

   We have developed and implemented a plan to achieve Year 2000 readiness. We
have hired some external consultants and dedicated some of our internal
resources to ensure Year 2000 compliance. We are implementing our Year 2000
compliance program in the following phases: identification and assessment of
business areas affected by Year 2000 requirements; program implementation; and
identification of risks and development of contingency and business continuity
plans to mitigate the effects of any Year 2000 failures.

   Year 2000 issues which may affect us fall into two basic categories,
business disruption issues and client deliverable issues.


                                      39


   Business Disruption Issues. In some situations, a Year 2000 problem could
interfere with the operation of our business. For example, a Year 2000 problem
could adversely affect our ability to interface with third parties, such as
receiving payments from clients or supplies from vendors on a timely basis, the
reliability of our internal information management systems, such as accounting
systems, or the physical operation of our systems which have embedded
technology, such as elevator and telephone systems, security systems and other
physical office infrastructure. These business disruption issues could arise
from internal Year 2000 problems in software that we use or from external Year
2000 problems that third parties encounter.

   Our Year 2000 compliance program addresses the following issues:

   Third Party Interfaces. We are discussing with our clients and vendors the
potential effect that the Year 2000 issue will have on their systems. Possible
effects include delayed payments from clients due to Year 2000 problems
affecting their accounting and payables systems. As we assess these issues, we
expect to develop contingency plans for payment delays and other Year 2000
problems. The contingency plans may include, for example, holding additional
cash reserves.

   Internal Information Systems. We have completed an inventory of our internal
hardware and software. We are currently performing a Year 2000 readiness
assessment and impact analysis for these systems. We have addressed or are
addressing Year 2000 issues for many of our critical internal information
systems as part of the previously planned upgrade of such systems following the
Woodward-Clyde acquisition. For example, we believe that our e-mail software is
currently Year 2000 compliant. We also anticipate that in the near future our
upgraded company-wide accounting and financial reporting system and our payroll
and human resources system will be Year 2000 compliant.

   Embedded Technology Systems. We currently are examining infrastructure
issues on an office-by-office basis. As we renegotiate our office leases or
enter into new leases, we are incorporating language designed to protect us
against potential business interruption arising from Year 2000 problems. We
expect to develop contingency plans to address any embedded technology issues
as we identify them.

   Client Deliverables. We have undertaken a limited number of projects that
include the specification of computer-based components as part of the work that
we deliver to clients. Only a few of our projects involve the actual
development of software and hardware. We are implementing a plan of action
related to such client deliverables. The plan includes developing an inventory
of affected projects and contacting affected clients and offering assistance
with their Year 2000 compliance issues. However, because we generally have not
manufactured or designed the hardware or software, we anticipate that the
responsibility for any Year 2000 problems associated with these deliverables
ultimately will rest with the hardware or software manufacturer. To address
Year 2000 issues, we also have drafted contract clauses and distributed them to
all officers with contracting authority for inclusion in our future client
contracts.

   Costs. We have not incurred substantial incremental costs in connection with
our Year 2000 compliance programs. For example, we were integrating our
internal information management systems after the Woodward-Clyde acquisition
independent of the Year 2000 issue and did not accelerate the replacement of
those systems due to Year 2000 compliance issues. We have, however, devoted
internal resources and hired some external resources to assist with the
implementation and monitoring of our Year 2000 compliance programs. These
related costs are not significant.


                                       40


   Risks and Contingencies. We do not anticipate that the costs of our Year
2000 compliance program or risks that could result from the Year 2000 problem
will be material. However, because we have no control over third parties'
products or services, we cannot assure you of third-party Year 2000 compliance.
Problems arising from the Year 2000 issues that our clients and vendors
encounter could have a material adverse effect on our business. In addition, if
our plans to address the Year 2000 issue are not successfully or timely
implemented, we may need to devote more resources to the process and may incur
additional costs that could have a material adverse effect on our business.

   The costs of our Year 2000 compliance programs and the timetable on which we
plan to complete them are based on our best estimates and reflect assumptions
regarding the availability and cost of personnel trained in this area, the
compliance plans of third parties and similar uncertainties. We cannot assure
you that these estimates will be achieved. Actual results could differ
materially from those we anticipate because of the complexity and pervasiveness
of the Year 2000 issue and in particular, our uncertainty regarding the
compliance programs of third parties.

   We are in the process of determining contingency plans, including the
identification of our most reasonable likely worst case scenarios. We do not
yet have any contingency plans in place in the event that we do not complete
all of our Year 2000 remediation or if our major customers or vendors are not
Year 2000 compliant. We will base any future contingency plans on our best
estimates of numerous factors and assumptions about future events, many of
which are beyond our control. We cannot assure you that these factors and
assumptions will be sufficiently comprehensive or accurate. Additionally, we
cannot assure you that any contingency plans would be successful or adequate to
meet our needs without materially impacting our financial condition or results
of operations.

Liquidity and Capital Resources

   Our liquidity and capital measurements are set forth below:



                                    Six Months
                                      Ended     Year Ended October 31,
                                    April 30,  --------------------------
                                       1999      1998     1997     1996
                                    ---------- --------  -------  -------
                                          (dollars in thousands)
                                                      
Working capital....................  $159,130  $130,969  $63,236  $57,570
Working capital ratio..............      2.0x      1.8x     1.7x     1.7x
Average days to convert billed
 accounts receivable to cash.......        76        72       71       85
Percentage of debt to equity.......      73.1%     69.7%    62.2%   107.7%


   Our cash and cash equivalents amounted to $10 million at April 30, 1999, a
decrease of $26.5 million from October 31, 1998. During the six month period
ended April 30, 1999, our accounts receivable increased due to the installation
of a new accounting system. This caused a delay in billings which resulted in a
corresponding decrease in cash. In addition, cash was used to fund working
capital required to support the expansion of our business. Our cash and cash
equivalents amounted to $36.5 million at October 31, 1998, an increase of $14.4
million from the prior fiscal year-end, principally as a result of the increase
in cash generated by domestic operations. During fiscal year 1998, we repaid
debt of $83.2 million, including scheduled principal payments on long-term debt
of $12.3 million and loan payoffs of $65.2 million. We also funded other
operating requirements.

   During the first six months of fiscal year 1999, our cash flow used by
operating activities totaled $27.4 million. During fiscal 1998, our cash flow
provided by operating activities totaled

                                       41


$14.1 million. This represented an increase of $18.3 million from 1997,
primarily due to the addition of Woodward-Clyde's business. Our domestic
operations generated substantially all of the operating cash flow. Our working
capital has increased primarily due to the acquisitions of Woodward-Clyde and
Greiner. We intend to satisfy our working capital needs primarily through
internal cash generation.

   Cash paid during the period for:



                                             Six Months  Year Ended October
                                               Ended            31,
                                             April 30,  --------------------
                                                1999     1998   1997   1996
                                             ---------- ------ ------ ------
                                                           (in thousands)
                                                          
Interest....................................   $5,338   $7,857 $5,181 $4,142
Income taxes................................    9,485   18,398  8,780  6,483


   Our primary sources of liquidity are cash flow from operations and
borrowings under our senior secured credit facility. Our primary uses of cash
are to fund our working capital and capital expenditures and to service our
debt.

   After giving pro forma effect to the offering of the old notes and the Dames
& Moore acquisition, we will have cash and cash equivalents of $26.3 million
and working capital of $358.9 million. Our operating cash flow and working
capital requirements have grown substantially due to our acquisition growth
strategy. We intend to satisfy our working capital needs though internal cash
generation. As a professional services organization, we are not capital
intensive. Capital expenditures, historically, have been for computer-aided
design and general purpose computer equipment to accommodate our growth.
Capital expenditures during fiscal years 1998, 1997, and 1996 were $12.2
million, $5.1 million, and $3 million, respectively. We do not expect to have
any significant capital outlays resulting from the Dames & Moore acquisition.

   We incurred substantial indebtedness in connection with the Dames & Moore
acquisition. After giving pro forma effect to this Offering and the Dames &
Moore acquisition, our debt-to-equity ratio is approximately 372%. This
compares to debt-to-equity ratios of 69.7% in 1998, 62.2% in 1997 and 107.7% in
1996. We have outstanding debt of $680.2 million, including approximately
$473.5 million of senior indebtedness. See "Risk Factors--our substantial
indebtedness could adversely affect our financial condition and prevent us from
fulfilling our obligations under the notes" and "Description Of Our Other
Principal Indebtedness."

   We believe that our existing financial resources including our senior
secured credit facility, together with our planned cash flow from operations,
will provide sufficient capital to fund our combined operations, any necessary
capital expenditures, and to pay interest and principal obligations on our
outstanding indebtedness. We cannot assure you that we will generate sufficient
cash flow from operations, that currently anticipated revenue growth and cost
savings will be realized, or that future borrowings available under the senior
secured credit facility will be in amounts sufficient to pay our outstanding
indebtedness, including the notes, or to fund other liquidity needs. We also
cannot assure you that, if required, we would be able to refinance all or a
portion of our indebtedness, including our senior secured credit facility and
the notes, on commercially reasonable terms or at all. See "Risk Factors--our
substantial indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the notes," "The Dames & Moore
Acquisition and Financing Plan" and "Description of Our Other Principal
Indebtedness."

                                       42


                              DESCRIPTION OF NOTES

   The old notes were issued and the new notes will be issued under the
indenture, dated June 23, 1999, by and among URS Corporation, our subsidiary
guarantors, and Firstar Bank of Minnesota, N.A., as trustee. The following
summary of the indenture does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, the Trust Indenture Act and to
all of the provisions of the indenture, including the definitions of various
terms in the indenture and those terms made a part of the indenture by
reference to the Trust Indenture Act as in effect on the date of the indenture.
The indenture is an exhibit to the registration statement of which this
prospectus forms a part and is incorporated by reference in this prospectus in
its entirety. A copy of the indenture may be obtained from us by any holder of
the notes upon request. Please refer to the section below captioned "--
Definitions" for the definitions of capitalized terms used in this section of
the prospectus and not otherwise defined. Review of the defined terms found in
that section is necessary to an understanding of the restrictions and
limitations imposed on us by the notes and the indentures. For purposes of this
description, references to "URS Corporation", "we", "us" and "our" include only
URS Corporation and its successors under the indenture and do not include its
subsidiaries.

General

   The Notes will be unsecured senior subordinated obligations of URS
Corporation, initially limited to $200 million aggregate principal amount. The
Notes will mature on May 1, 2009.

   Each old note bears interest at 12 1/4% per annum from the Closing Date or
from the most recent interest payment date to which interest has been paid.
Interest on each new note shall accrue from the last interest payment date on
which interest was paid on the old notes surrendered in exchange for such new
note or, if no interest has been paid on such old notes, from the Closing Date.
Interest on the old notes validly surrendered to us under the exchange offer
and accepted by us for exchange will cease to accrue upon issuance of the new
notes. Old notes not tendered in the exchange offer shall bear interest at the
same rate as the new notes and be subject to all of the terms and conditions
specified in the Indenture and to the transfer restrictions. Interest on the
Notes will be payable semiannually on May 1 and November 1 of each year,
commencing November 1, 1999. Interest will be paid to Holders of record at the
close of business on the April 15 or October 15 immediately preceding the
interest payment date. Interest is computed on a 360-day year of twelve 30-day
months. The interest rate on the old notes may increase as described under "--
Registration Rights."

   The Notes may be exchanged or transferred at the office or agency of URS
Corporation in the Borough of Manhattan, The City of New York. Initially, the
corporate trust office of the Trustee in The City of New York will serve as
such office. If you give us wire transfer instructions, we will pay all
principal, premium and interest on your Notes in accordance with your
instructions. If you do not give us wire transfer instructions, payments of
principal, premium and interest will be made at the office or agency of the
paying agent which will initially be the Trustee, unless we elect to make
interest payments by check mailed to the Holders.

Transfer and Exchange

   The Notes will be issued only in fully registered form, without coupons, in
denominations of $1,000 of principal amount and any integral multiple of
$1,000. See "--Book-Entry; Delivery and Form." No service charge will be made
for any registration of transfer or exchange of Notes, but we

                                       43


may require payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection with the registration of any
transfer or exchange.

URS Corporation May Issue More Notes

   Subject to the covenants described below under "--Covenants" and applicable
law, we may issue additional Notes under the Indenture. The Notes offered
hereby and any additional Notes subsequently issued may be treated as a single
class for all purposes under the Indenture.

Optional Redemption

   On or after May 1, 2004 we may redeem the Notes upon not less than 30 nor
more than 60 days' notice by paying the applicable Redemption Price at the time
of redemption, plus accrued interest to the Redemption Date. The Redemption
Price that we will have to pay to redeem Notes on a Redemption Date that occurs
during the twelve month period beginning on May 1 of the years indicated below
will be the corresponding percentage of principal amount set forth below
opposite such year, plus accrued interest, if any, on such Note to such
Redemption Date:



      Year                                                      Redemption Price
      ----                                                      ----------------
                                                             
      2004.....................................................     106.125%
      2005.....................................................     104.083
      2006.....................................................     102.041
      2007 and thereafter......................................     100.000


   In addition, at any time prior to May 1, 2002, we may redeem up to 35% of
the principal amount of the Notes with the Net Cash Proceeds of one or more
sales of our Capital Stock (other than Disqualified Stock); provided that at
least 65% of the aggregate principal amount of Notes that we originally issue
on the Closing Date remains outstanding after each such redemption and notice
of any such redemption is mailed within 60 days after each such sale of Capital
Stock. The Redemption Price that we will pay for such redemptions will be equal
to 112.250% of the principal amount of the redeemed Notes, plus accrued
interest on the redeemed Notes, if any, to the Redemption Date.

   If less than all of the Notes are to be redeemed, selection of the Notes for
redemption will be made by the Trustee: in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed, or if the Notes are not listed on a national securities exchange, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate.

   However, no Note of $1,000 in principal amount or less shall be redeemed in
part. If any Note is to be redeemed in part only, the notice of redemption
relating to such Note shall state the portion of the principal amount of such
Note to be redeemed. A new Note in principal amount equal to the unredeemed
portion of the partially redeemed Note will be issued in the name of the Holder
of the partially redeemed Note upon its cancellation.

Ranking

 Summary

   The Notes will be senior subordinated Indebtedness of URS Corporation. This
means that the payment of principal, premium and interest on the Notes is
subordinated to the prior payment in full of all of our existing and future
Senior Indebtedness. See "Risk Factors--Our substantial

                                       44


indebtedness could adversely affect our financial condition and prevent us from
fulfilling our obligations under the notes."

   However, payment from the money or the proceeds of U.S. Government
Obligations held in any defeasance trust described under "--Legal Defeasance
and Covenant Defeasance" or "--Satisfaction and Discharge" below, will not be
subordinated in right of payment to any Senior Indebtedness or subject to the
restrictions described below.

   The Note Guarantees will be senior subordinated Indebtedness of the
Subsidiary Guarantors. The Indebtedness evidenced by each Note Guarantee will
be subordinated on the same basis to Senior Indebtedness of such Subsidiary
Guarantor as the Notes are subordinated to our Senior Indebtedness.

   Assuming the D&M Acquisition had been completed and the proceeds of the D&M
Financing had been applied on April 30, 1999, URS Corporation would have had
$680.2 million of consolidated Indebtedness, of which:

  .  $466.9 million would have been Senior Indebtedness, including
     indebtedness under the Credit Agreement,

  .  $6.6 million would have been Indebtedness of URS Corporation's
     Subsidiaries that are not Subsidiary Guarantors and would have
     effectively ranked senior to the Notes,

  .  $5.4 million would have been Indebtedness (not including the Notes) of
     URS Corporation and would have ranked equally with the Notes and

  .  $1.3 million would have been Indebtedness of URS Corporation and would
     have ranked junior to the Notes.

 Terms of Subordination

   Except with respect to the money, securities or proceeds held under any
defeasance trust established in accordance with the Indenture, upon any payment
or distribution of assets or securities of URS Corporation of any kind or
character, whether in cash, property or securities, upon any dissolution or
winding up or total or partial liquidation or reorganization of URS
Corporation, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full, in cash or cash equivalents,
before the Holders of the Notes or the Trustee on behalf of the Holders of the
Notes shall be entitled to receive any payment by, or on behalf of, URS
Corporation on account of Senior Subordinated Obligations or any payment by or
on behalf of URS Corporation to acquire any of the Notes for cash, property or
securities, or any distribution with respect to the Notes of any cash, property
or securities.

   Before any payment may be made by, or on behalf of, URS Corporation on any
Senior Subordinated Obligations (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with the
Indenture), upon any such dissolution, winding up, liquidation or
reorganization, any payment or distribution of assets or securities of URS
Corporation of any kind or character, whether in cash, property or securities,
to which the Holders of the Notes or the Trustee on behalf of the Holders of
the Notes would be entitled, but for the subordination provisions of the
Indenture, shall be made by URS Corporation or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person making such
payment or distribution or by the Holders of the Notes or the Trustee if
received by them or it, directly to the

                                       45


holders of the Senior Indebtedness (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders) or their
representatives or to any trustee or trustees under any indenture pursuant to
which any such Senior Indebtedness may have been issued, as their respective
interests appear, to the extent necessary to pay all such Senior Indebtedness
in full, in cash or cash equivalents after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such
Senior Indebtedness.

   The words "cash, property or securities" do not include securities of URS
Corporation or any other corporation provided for by a plan of reorganization
or readjustment that are subordinated, at least to the extent that the Notes
are subordinated, to the payment of all Senior Indebtedness then outstanding;
provided that (1) this does not cause the Notes to be treated in any case or
proceeding or similar event described above as part of the same class of claims
as the Senior Indebtedness or any class of claims pari passu with, or senior
to, the Senior Indebtedness for any payment or distribution, (2) if a new
corporation results from such reorganization or readjustment, such corporation
assumes the Senior Indebtedness and (3) the rights of the holders of the Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment.

   No direct or indirect payment by or on behalf of URS Corporation of Senior
Subordinated Obligations (other than with the money, securities or proceeds
held under any defeasance trust established in accordance with the Indenture),
whether pursuant to the terms of the Notes or upon acceleration or otherwise
shall be made if, at the time of such payment, there exists a default in the
payment of all or any portion of any Senior Indebtedness of URS Corporation and
such default shall not have been cured or waived or the benefits of this
sentence waived by or on behalf of the holders of such Senior Indebtedness. In
addition, during the continuance of any other event of default with respect to
any Designated Senior Indebtedness pursuant to which the maturity of such
Designated Senior Indebtedness may be accelerated, upon receipt by the Trustee
of written notice from the trustee or other representative for the holders of
such Designated Senior Indebtedness (or the holders of a majority in principal
amount of such Designated Senior Indebtedness then outstanding), no payment of
Senior Subordinated Obligations (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with the
Indenture) may be made by or on behalf of URS Corporation upon or in respect of
the Notes for a period (a "Payment Blockage Period") commencing on the date of
receipt of such notice and ending 179 days thereafter (unless, in each case,
such Payment Blockage Period shall be terminated by written notice to the
Trustee from such trustee or other representative for such holders of such
Designated Senior Indebtedness (or the holders of a majority in principal
amount of such Designated Senior Indebtedness then outstanding) or by payment
in full in cash or cash equivalents of such Designated Senior Indebtedness or
such event of default has been cured or waived). Not more than one Payment
Blockage Period may be commenced with respect to the Notes during any period of
360 consecutive days. Notwithstanding anything in the Indenture to the
contrary, there must be 180 consecutive days in any 360-day period in which no
Payment Blockage Period is in effect. No event of default (other than an event
of default pursuant to the financial maintenance covenants under the Credit
Agreement) that existed or was continuing (it being acknowledged that any
subsequent action that would give rise to an event of default pursuant to any
provision under which an event of default previously existed or was continuing
shall constitute a new event of default for this purpose) on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or shall
be made, the basis for the commencement of a second Payment Blockage Period by
the trustee or other representative for the holders of such Designated Senior
Indebtedness (or the holders of a majority in principal amount of such
Designated Senior Indebtedness then outstanding), regardless of whether within
a period of 360 consecutive days, unless

                                       46


such event of default shall have been cured or waived for a period of not less
than 90 consecutive days.

   By reason of the subordination provisions described above, in the event of
liquidation or insolvency, our creditors who are not holders of Senior
Indebtedness may recover less, ratably, than holders of Senior Indebtedness and
may recover more, ratably, than Holders of the Notes.

Guarantees

   Upon issuance of the Notes, payment of the principal of, premium, if any,
and interest on the Notes will be guaranteed, jointly and severally, on an
unsecured senior subordinated basis by:

     (a) Wholly Owned Subsidiaries of URS Corporation that (1) are not
  Foreign Subsidiaries and (2) the aggregate annual gross revenues of which
  constitute at least 90% of the aggregate annual gross revenues of URS
  Corporation and its Restricted Subsidiaries that are not Foreign
  Subsidiaries, on a consolidated basis; and

     (b) to the extent not otherwise included among the Subsidiaries
  described in clause (a), all of the Wholly Owned Subsidiaries of URS
  Corporation that (1) are not Foreign Subsidiaries and (2) have annual gross
  revenues in excess of $5 million.

In addition, if any Restricted Subsidiary becomes a guarantor or obligor in
respect of any Senior Indebtedness of URS Corporation or any Subsidiary
Guarantor, URS Corporation will cause such Restricted Subsidiary to Guarantee
URS Corporation's obligations under the Notes. See "--Covenants--Limitation on
Issuances of Guarantees by Restricted Subsidiaries."

   Payments under the Note Guarantees will be subordinated in right of payment
to all existing and future Senior Indebtedness of the Subsidiary Guarantors to
the same extent as the Notes are subordinated to Senior Indebtedness of URS
Corporation.

   Each Note Guarantee contains a provision intended to limit the liability of
the Subsidiary Guarantor to the maximum amount of liability that the Subsidiary
Guarantor could incur without causing the incurrence of obligations under its
Note Guarantee to be a fraudulent transfer. Each Subsidiary Guarantor that
makes a payment or distribution under its Note Guarantee will be entitled to a
contribution from any other Subsidiary Guarantor. See "Risk Factors--A court
could cancel the subsidiary guarantees."

   The Note Guarantee issued by any Subsidiary Guarantor will be automatically
and unconditionally released and discharged upon (1) any sale, exchange or
transfer to any Person (other than URS Corporation or another Subsidiary of URS
Corporation) of all of the Capital Stock of such Subsidiary Guarantor or (2)
the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in
each case in compliance with the terms of the Indenture.

Mandatory Redemption and Sinking Fund

   The Notes will not be entitled to any mandatory redemption or sinking fund.

                                       47


Covenants

 Overview

   In the Indenture, we have agreed to covenants that limit our ability and our
Restricted Subsidiaries' ability, among other things, to:

  .  incur additional debt;

  .  pay dividends, acquire shares of Capital Stock, make payments on
     subordinated debt or make investments;

  .  place limitations on distributions from Restricted Subsidiaries;

  .  issue guarantees;

  .  sell or exchange assets;

  .  enter into transactions with shareholders and affiliates;

  .  incur subordinated Indebtedness secured by liens; and

  .  effect mergers.

   In addition, if a Change of Control occurs, each Holder of Notes will have
the right to require URS Corporation to repurchase all or a part of the
Holder's Notes at a price equal to 101% of the principal amount of those Notes,
plus any accrued interest to the date of repurchase.

 Limitation on Incurrence of Indebtedness

   (a) URS Corporation will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness (other than the Notes, the Note
Guarantees and other Indebtedness existing on the Closing Date); provided that
URS Corporation or any Subsidiary Guarantor may Incur Indebtedness if, after
giving effect to the Incurrence of such Indebtedness and the receipt and
application of the proceeds therefrom, the Fixed Charge Coverage Ratio would be
greater than 2:1.

   Notwithstanding the preceding, URS Corporation and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following:

     (1) Indebtedness of URS Corporation or any Subsidiary Guarantor
  outstanding at any time pursuant to this clause (1) under the Credit
  Agreement in an aggregate principal amount (together with refinancings
  thereof incurred under clause (3) of this paragraph) not to exceed $550
  million, less any amount of such Indebtedness permanently repaid as
  provided under the "Limitation on Asset Sales" covenant;

     (2) Indebtedness owed (A) to URS Corporation; provided that if such
  Indebtedness exceeds $500,000 it shall be evidenced by a promissory note or
  (B) to any Restricted Subsidiary; provided that (x) any event which results
  in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
  any subsequent transfer of such Indebtedness (other than to URS Corporation
  or another Restricted Subsidiary) shall be deemed, in each case, to
  constitute an Incurrence of such Indebtedness not permitted by this clause
  (2) and (y) if URS Corporation or any Subsidiary Guarantor is the obligor
  on such Indebtedness, such Indebtedness must be expressly subordinated in
  right of payment to the Notes, in the case of URS Corporation, or the Note
  Guarantee, in the case of a Subsidiary Guarantor;

                                       48


     (3) Indebtedness issued in exchange for, or the net proceeds of which
  are used to refinance or refund, then outstanding Indebtedness and any
  refinancings thereof in an amount not to exceed the amount so refinanced or
  refunded (plus premiums, accrued interest, fees and expenses); provided
  that (a) Indebtedness the proceeds of which are used to refinance or refund
  the Notes or Indebtedness that is pari passu with, or subordinated in right
  of payment to, the Notes or the Note Guarantees shall only be permitted
  under this clause (3) if (x) in case the Notes are refinanced in part or
  the Indebtedness to be refinanced is pari passu with the Notes or any Note
  Guarantees, such new Indebtedness, by its terms or by the terms of any
  agreement or instrument pursuant to which such new Indebtedness is
  outstanding, is expressly made pari passu with, or subordinate in right of
  payment to, the remaining Notes or such Note Guarantees, or (y) in case the
  Indebtedness to be refinanced is subordinated in right of payment to the
  Notes or any Note Guarantees, such new Indebtedness, by its terms or by the
  terms of any agreement or instrument pursuant to which such new
  Indebtedness is issued or remains outstanding, is expressly made
  subordinate in right of payment to the Notes or such Note Guarantees at
  least to the extent that the Indebtedness to be refinanced is subordinated
  to the Notes or such Note Guarantees, (b) such new Indebtedness, determined
  as of the date of Incurrence of such new Indebtedness, does not mature
  prior to the Stated Maturity of the Indebtedness to be refinanced or
  refunded or the Stated Maturity of the Notes, if sooner, and the Average
  Life of such new Indebtedness is at least equal to the remaining Average
  Life of the Indebtedness to be refinanced or refunded, and (c) such new
  Indebtedness is Incurred by URS Corporation or by the Restricted Subsidiary
  who is the obligor on the Indebtedness to be refinanced or refunded;

     (4) Indebtedness of URS Corporation, to the extent the net proceeds
  thereof are promptly (a) used to purchase Notes tendered in an Offer to
  Purchase made as a result of a Change in Control or (b) deposited to
  defease the Notes as described under "Defeasance" or to discharge the Notes
  as described under "Satisfaction and Discharge;"

     (5) Guarantees of the Notes and Guarantees of Indebtedness of URS
  Corporation or any Subsidiary Guarantor by any Restricted Subsidiary;
  provided that the Guarantee of such Indebtedness is not prohibited by and
  is made in accordance with the "Limitation on Issuance of Guarantees by
  Restricted Subsidiaries" covenant;

     (6) Indebtedness of Foreign Subsidiaries in an aggregate principal
  amount outstanding at any time pursuant to this clause (6) (together with
  refinancings thereof incurred under clause (3) of this paragraph) not to
  exceed the greater of (x) $40 million and (y) 70% of the consolidated book
  value of the accounts receivable of all the Foreign Subsidiaries;

     (7) Guarantees of Indebtedness of any Foreign Subsidiary incurred under
  clause (6) above, by URS Corporation or any Subsidiary Guarantor; provided
  that the aggregate amount of Indebtedness guaranteed pursuant to this
  clause (7) does not exceed $40 million;

     (8) Purchase Money Indebtedness of URS Corporation or any Subsidiary
  Guarantor; provided that the aggregate amount of such Indebtedness
  outstanding at any time pursuant to this clause (8) (together with
  refinancings thereof incurred under clause (3) of this paragraph) shall not
  exceed $15 million;

     (9) Indebtedness of URS Corporation or any Restricted Subsidiary in an
  aggregate principal amount outstanding pursuant to this clause (9)
  (together with refinancings thereof incurred under clause (3) of this
  paragraph) not to exceed $5 million;

     (10) the D&M Financing; and

                                       49


     (11) Indebtedness of URS Corporation or any Subsidiary Guarantor (in
  addition to Indebtedness permitted under clauses (1) through (10) above),
  including Indebtedness under the Credit Agreement, outstanding at any time
  pursuant to this clause (11) (together with refinancings thereof incurred
  under clause (3) of this paragraph) in an aggregate principal amount not to
  exceed $25 million.

   (b) Notwithstanding any other provision of this "Limitation on Incurrence
of Indebtedness" covenant, the maximum amount of Indebtedness that URS
Corporation or a Restricted Subsidiary may Incur or that is deemed to be
outstanding pursuant to this "Limitation on Incurrence of Indebtedness"
covenant shall not be affected by fluctuations in the exchange rates of
currencies.

   (c) For purposes of determining any particular amount of Indebtedness under
this "Limitation on Incurrence of Indebtedness" covenant, (x) Indebtedness
Incurred under the Credit Agreement on or prior to the Closing Date shall be
treated as Incurred pursuant to clause (1) of the second paragraph of clause
(a) of this "Limitation on Incurrence of Indebtedness" covenant, (y)
Guarantees, Liens or obligations with respect to letters of credit supporting
Indebtedness otherwise included in the determination of such particular amount
shall not be included and (z) any Liens granted pursuant to the equal and
ratable provisions referred to in the "Limitation on Liens" covenant described
below shall not be treated as Indebtedness. For purposes of determining
compliance with this "Limitation on Incurrence of Indebtedness" covenant, in
the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described above (other than Indebtedness referred to
in clause (x) of the preceding sentence), URS Corporation, in its sole
discretion, shall classify, and from time to time may reclassify, such item of
Indebtedness and shall only be required to include the amount and type of such
Indebtedness in one of such clauses.

 Limitation on Senior Subordinated Indebtedness

   URS Corporation will not, and will not permit any Subsidiary Guarantor to
Incur any Indebtedness that is subordinate in right of payment to any Senior
Indebtedness unless such Indebtedness is pari passu with, or subordinated in
right of payment to, the Notes or any Note Guarantee.

 Limitation on Restricted Payments

   URS Corporation will not, and will not permit any Restricted Subsidiary to,
directly or indirectly,

     (1) declare or pay any dividend or make any distribution on or with
  respect to its Capital Stock held by persons other than URS Corporation or
  any of its Restricted Subsidiaries other than

       (x) dividends or distributions payable in shares of its Capital Stock
    (other than Disqualified Stock) or in options, warrants or other rights
    to acquire shares of such Capital Stock and

       (y) pro rata dividends or distributions on Common Stock of Restricted
    Subsidiaries,

     (2) purchase, redeem, retire or otherwise acquire for value any shares
  of Capital Stock of URS Corporation or any Subsidiary Guarantor (including
  options, warrants or other rights to acquire such shares of Capital Stock)
  held by any Person other than a Subsidiary Guarantor,

     (3) make any voluntary or optional principal payment, or voluntary or
  optional redemption, repurchase, defeasance, or other voluntary or optional
  acquisition or retirement for

                                      50


  value, of Indebtedness of URS Corporation that is subordinated in right of
  payment to the Notes or any Indebtedness of a Subsidiary Guarantor that is
  subordinated in right of payment to the Note Guarantees or

     (4) make any Investment, other than a Permitted Investment, in any
  Person (such payments or any other actions described in clauses (1) through
  (4) above being collectively "Restricted Payments"),

if, at the time of, and after giving effect to, the proposed Restricted
Payment:

     (A) a Default or Event of Default shall have occurred and be continuing,

     (B) URS Corporation could not Incur at least $1.00 of Indebtedness under
  the first paragraph of part (a) of the "Limitation on Incurrence of
  Indebtedness" covenant or

     (C) the aggregate amount of all Restricted Payments made after the
  Closing Date shall exceed the sum of

       (1) 50% of the aggregate amount of the Adjusted Consolidated Net
    Income (or, if the Adjusted Consolidated Net Income is a loss, minus
    100% of the amount of such loss) accrued on a cumulative basis during
    the period (taken as one accounting period) beginning on the first day
    of the fiscal quarter beginning immediately following the Closing Date
    and ending on the last day of the last fiscal quarter preceding the
    Transaction Date for which reports have been filed with the Commission
    or provided to the Trustee plus

       (2) the aggregate Net Cash Proceeds received by URS Corporation
    after the Closing Date from

         (a) the issuance and sale of its Capital Stock (other than
      Disqualified Stock) to a Person who is not a Subsidiary of URS
      Corporation,

         (b) an issuance or sale to a Person who is not a Subsidiary of
      URS Corporation not prohibited by the Indenture of Indebtedness of
      URS Corporation or a Subsidiary of URS Corporation for cash
      subsequent to the Closing Date upon the conversion or exchange of
      such Indebtedness into Capital Stock (other than Disqualified Stock)
      of URS Corporation,

         (c) any exercise for, or exchange or conversion of, securities
      (including options, warrants, rights and convertible or exchangeable
      Indebtedness) of URS Corporation or a Subsidiary of URS Corporation
      into Capital Stock (other than Disqualified Stock) of URS
      Corporation, and

         (d) the issuance or sale to a Person who is not a Subsidiary of
      URS Corporation of any options, warrants or other rights to acquire
      Capital Stock of URS Corporation (in each case, exclusive of any
      Disqualified Stock or any options, warrants or other rights that are
      redeemable at the option of the holder, or are required to be
      redeemed, prior to the Stated Maturity of the Notes) plus

       (3) an amount equal to the net reduction in Investments (other than
    reductions in Permitted Investments) in any Person resulting from
    distributions on or repayments of any Investments, including payments
    of interest on Indebtedness, dividends, repayments of loans or
    advances, or other distributions or transfers of assets, in each case
    to URS Corporation or any Restricted Subsidiary or from the Net Cash
    Proceeds from the sale or other disposition of any such Investment
    (except, in each case, in order to avoid duplication to the extent any

                                       51


    such payment or proceeds have been or would be included in the
    calculation of Adjusted Consolidated Net Income for purposes of clause
    (C)(1) of this "Limitation on Restricted Payments" covenant), or from
    redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries
    (valued in each case as provided in the definition of "Investments"),
    not to exceed, in each case, the amount of Investments previously made
    by URS Corporation or any Restricted Subsidiary in such Person or
    Unrestricted Subsidiary plus

       (4) $5 million.

The amount of all Restricted Payments, if other than in cash, shall be the fair
market value thereof determined in good faith by the Board of Directors or a
Senior Officer of URS Corporation, whose determination shall be conclusive;
provided that if the non cash amount of any single Restricted Payment or series
of related Restricted Payments exceeds $25 million, such amount shall be
determined in good faith by the Board of Directors, whose determination shall
be conclusive and evidenced by a Board Resolution.

   The preceding provision shall not be violated by reason of:

     (1) the payment of any dividend within 60 days after the date of its
  declaration if, on the date of declaration, such payment would comply with
  the foregoing paragraph;

     (2) the making of any principal payment or the redemption, repurchase,
  defeasance or other acquisition or retirement for value of Indebtedness
  that is subordinated in right of payment to the Notes or any Note Guarantee
  including principal, premium, if any, and accrued and unpaid interest, with
  the proceeds of, or in exchange for, Indebtedness Incurred under clause (3)
  of the second paragraph of part (a) of the "Limitation on Incurrence of
  Indebtedness" covenant;

     (3) the repurchase, redemption, retirement or other acquisition of
  Capital Stock of URS Corporation, a Subsidiary Guarantor or an Unrestricted
  Subsidiary (or options, warrants or other rights to acquire such Capital
  Stock) in exchange for, or out of the proceeds of a substantially
  concurrent offering of, shares of Capital Stock (other than Disqualified
  Stock) of URS Corporation (or options, warrants or other rights to acquire
  such Capital Stock; provided that such options, warrants or other rights
  are not redeemable prior to the Stated Maturity of the Notes);

     (4) the making of any principal payment or the repurchase, redemption,
  retirement, defeasance or other acquisition for value of Indebtedness that
  is subordinated in right of payment to the Notes or any Note Guarantee in
  exchange for, or out of the proceeds of, a substantially concurrent
  offering of, shares of the Capital Stock (other than Disqualified Stock) of
  URS Corporation (or options, warrants or other rights to acquire such
  Capital Stock; provided that such options, warrants or other rights are not
  redeemable prior to the Stated Maturity of the Notes);

     (5) payments or distributions to dissenting stockholders pursuant to
  applicable law, pursuant to or in connection with a consolidation, merger
  or transfer of assets that complies with the provisions of the Indenture
  applicable to mergers, consolidations and transfers of all or substantially
  all of the property and assets of URS Corporation; provided that no Default
  or Event of Default shall have occurred and be continuing or would occur as
  a consequence of such payment or distribution;

     (6) Investments acquired in exchange for, or out of the proceeds of a
  substantially concurrent offering of, Capital Stock (other than
  Disqualified Stock) of URS Corporation;

                                       52


     (7) the declaration or payment of dividends on Capital Stock (other than
  Disqualified Stock) of URS Corporation in an aggregate annual amount not to
  exceed 6% of the Net Cash Proceeds received by URS Corporation after the
  Closing Date from the sale of such Capital Stock; provided that no Default
  or Event of Default shall have occurred and be continuing or would occur as
  a consequence of such action or payment;

     (8) any purchase of fractional shares of Common Stock of URS Corporation
  in connection with the conversion of the Convertible Subordinated
  Debentures;

     (9) the D&M Acquisition;

     (10) loans or advances to employees of URS Corporation or its Restricted
  Subsidiaries in the ordinary course of business to purchase Capital Stock
  (other than Disqualified Stock) of URS Corporation in an aggregate amount
  outstanding at any time under this clause (10) not to exceed $10 million;

     (11) Investments in any Person the primary business of which is related,
  ancillary or complementary to the business of URS Corporation and its
  Restricted Subsidiaries on the date of such Investment; provided that the
  aggregate amount of such Investments under this clause (11) does not exceed
  $20 million plus the net reduction in Investments made pursuant to this
  clause (11) resulting from distributions on or repayments of such
  Investments, including payments of interest on Indebtedness, dividends,
  repayments of loans or advances, or other distributions or other transfers
  of assets, in each case to URS Corporation or any Restricted Subsidiary, or
  from the Net Cash Proceeds from the sale or other disposition of any such
  Investment (except, in each case, in order to avoid duplication to the
  extent any such payments or proceeds have been or would be included in the
  calculation of Adjusted Consolidated Net Income for purposes of clause
  (C)(1) of this "Limitation on Restricted Payments" covenant) or from
  redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries
  (valued in each case as provided in the definition of "Investments");
  provided that the net reduction in any Investments from any Person shall
  not exceed the amount of such Investments in such Person; provided further
  that no Default or Event of Default shall have occurred and be continuing
  or would occur as a consequence of such Investment;

     (12) repurchases of Capital Stock of URS Corporation or a Subsidiary of
  URS Corporation or options, warrants or other rights to acquire Capital
  Stock of URS Corporation or a Subsidiary of URS Corporation repurchased
  from employees (or their heirs or estates) of URS Corporation or its
  Subsidiaries upon the death, disability or termination of employment in an
  aggregate amount under this clause (12) to all employees (or their heirs or
  estates) that shall not during any one fiscal year exceed the sum of:

       (a) $2 million plus

       (b) the aggregate amount of repurchases that would have been
    permitted to be made during each preceding fiscal year pursuant to this
    clause (12) and were not so made; provided that no Default or Event of
    Default shall have occurred and be continuing or would occur as a
    consequence of such repurchase;

     (13) purchases of shares of Capital Stock of any Subsidiary Guarantor
  owned by professional engineers in connection with licensing requirements
  in an aggregate amount not to exceed $500,000 ;

     (14) repurchases of shares of Capital Stock of URS Corporation that
  constitute odd lots, pursuant to a program established by URS Corporation
  for the repurchase of odd lots, in an

                                       53


  aggregate amount during any fiscal year not to exceed the sum of $100,000
  plus the aggregate amount of repurchases that would have been permitted to
  be made under this clause (14) during each preceding fiscal year and were
  not so made;

     (15) dividends on Preferred Stock of Restricted Subsidiaries permitted
  to be issued pursuant the "Limitation on Incurrence of Indebtedness"
  covenant; or

     (16) other Restricted Payments in an aggregate amount not to exceed $10
  million, measured by the fair market value thereof at the time made;
  provided that no Default or Event of Default shall have occurred and be
  continuing or would occur as a consequence of such Restricted Payment.

   Each Restricted Payment permitted pursuant to the preceding paragraph
(other than the Restricted Payment referred to in clause (2) of such
paragraph, an exchange of Capital Stock for Capital Stock or Indebtedness
referred to in clause (3) or (4) of such paragraph, an Investment acquired in
exchange for Capital Stock referred to in clause (6) of such paragraph, an
Investment described in clause (9) of such paragraph, any loan or advance
referred to in clause (10) of such paragraph, repurchases of Capital Stock
referred to in clause (12) or clause (13) of such paragraph, dividends on
Preferred Stock of Restricted Subsidiaries referred to in clause (15) of such
paragraph or Restricted Payments referred to in clause (16) of such
paragraph), and the Net Cash Proceeds from any issuance of Capital Stock
referred to in clauses (3), (4) and (6) of such paragraph, shall be included
in calculating whether the conditions of clause (C) of the first paragraph of
this "Limitation on Restricted Payments" covenant have been met with respect
to any subsequent Restricted Payments. For purposes of determining compliance
with this "Limitation on Restricted Payments" covenant, in the event that a
Restricted Payment meets the criteria of more than one of the types of
Restricted Payments described in the above clauses, URS Corporation, in its
sole discretion, may order and classify, and from time to time may reclassify,
such Restricted Payment if it would have been permitted at the time such
Restricted Payment was made and at the time of such reclassification.

 Limitation on Dividend and Other Payment Restrictions Affecting Restricted
 Subsidiaries

   URS Corporation will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any
Restricted Subsidiary to:

     (1) pay dividends or make any other distributions permitted by
  applicable law on any Capital Stock of such Restricted Subsidiary owned by
  URS Corporation or any other Restricted Subsidiary,

     (2) pay any Indebtedness owed to URS Corporation or any other Restricted
  Subsidiary,

     (3) make loans or advances to URS Corporation or any other Restricted
  Subsidiary or

     (4) transfer any of its property or assets to URS Corporation or any
  other Restricted Subsidiary.

   The preceding provisions shall not restrict any encumbrances or
restrictions:

     (1) existing on the Closing Date in the Credit Agreement, the Indenture
  or any other agreements or Indebtedness in effect on the Closing Date, and
  any extensions, refinancings, renewals or replacements of such agreements
  or Indebtedness; provided that the encumbrances and restrictions in any
  such extensions, refinancings, renewals or replacements are no less

                                      54


  favorable in any material respect to the Holders than those encumbrances or
  restrictions that are then in effect and that are being extended,
  refinanced, renewed or replaced;

     (2) existing under or by reason of applicable law;

     (3) contained in any agreements binding upon or relating to any
  property, asset, business or any Person or the property, assets or
  businesses of such Person, in each case acquired by URS Corporation or any
  Restricted Subsidiary and existing at the time of such acquisition and not
  incurred in contemplation of such acquisition; provided that such
  encumbrances or restrictions are not applicable to any property, asset,
  business or any Person or the property, assets or businesses of such
  Person, other than the property, asset, business or Person or the property,
  assets or businesses of such Person so acquired;

     (4) in the case of clause (4) of the first paragraph of this "Limitation
  on Dividend and Other Payment Restrictions Affecting Restricted
  Subsidiaries" covenant, (A) that restrict in a customary manner the
  subletting, assignment or transfer of any property or asset that is a
  lease, license, conveyance or contract or similar property or asset, (B)
  existing by virtue of any transfer of, agreement to transfer, option or
  right with respect to, or Lien on, any property or assets of URS
  Corporation or any Restricted Subsidiary not otherwise prohibited by the
  Indenture or (C) arising or agreed to in the ordinary course of business,
  not relating to any Indebtedness, and that do not, individually or in the
  aggregate, detract from the value of property or assets of URS Corporation
  or any Restricted Subsidiary in any manner material to URS Corporation or
  any Restricted Subsidiary;

     (5) with respect to a Restricted Subsidiary and imposed pursuant to an
  agreement that has been entered into for the sale or disposition of all or
  substantially all of the Capital Stock of, or property and assets of, such
  Restricted Subsidiary;

     (6) contained in the terms of any Indebtedness of URS Corporation or any
  Subsidiary Guarantor; provided that such encumbrances or restrictions taken
  as a whole are no more restrictive in the aggregate than those contained in
  the Indenture, as determined in good faith by the Board of Directors or a
  Senior Officer of URS Corporation, whose determination shall be conclusive;

     (7) contained in any agreement or instrument governing Senior
  Indebtedness not incurred in violation of the "Limitation on Incurrence of
  Indebtedness" covenant; provided that such encumbrances or restrictions
  taken as a whole are no more restrictive in the aggregate than those
  contained in the Credit Agreement, as determined in good faith by the Board
  of Directors or a Senior Officer of URS Corporation, whose determination
  shall be conclusive;

     (8) on cash or other deposits or net worth, imposed by customers under
  contracts entered into in the ordinary course of business;

     (9) with respect to any Restricted Subsidiary, contained in the terms of
  any Indebtedness or Preferred Stock or any agreement pursuant to which such
  Indebtedness or Preferred Stock was issued if:

       (A) the encumbrance or restriction applies only in the event of a
    payment default or a default with respect to a financial covenant
    contained in such Indebtedness or agreement,

       (B) the encumbrance or restriction is not materially more
    disadvantageous to the Holders of the Notes than is customary in
    comparable financings (as determined by URS Corporation) and

                                       55


       (C) URS Corporation determines that any such encumbrance or
    restriction will not materially affect URS Corporation's ability to
    make principal or interest payments on the Notes, as determined in good
    faith by the Board of Directors or a Senior Officer of URS Corporation,
    whose determination shall be conclusive;

     (10) with respect to any property or assets acquired with Purchase Money
  Indebtedness and imposed by such Purchase Money Indebtedness;

     (11) contained in any extensions, refinancings, renewals or replacements
  of any of the agreements or instruments referred to in the preceding
  clauses of this paragraph, provided that the encumbrances and restrictions
  in any such extensions, refinancings, renewals or replacements taken as a
  whole are not materially less favorable to the Holders than those
  encumbrances or restrictions that are then in effect and that are being
  extended, refinanced, renewed or replaced, as determined in good faith by
  the Board of Directors or a Senior Officer of URS Corporation, whose
  determination shall be conclusive; or

     (12) with respect to any Foreign Subsidiary, contained in the terms of
  any Indebtedness or Preferred Stock or any agreement pursuant to which such
  Indebtedness or Preferred Stock was issued if:

       (A) either (i) the encumbrance or restriction applies only in the
    event of a payment default or a default with respect to a financial
    covenant in such Indebtedness or agreement or (ii) URS Corporation
    determines that any such encumbrance or restriction will not materially
    affect URS Corporation's ability to make principal or interest payments
    on the Notes, as determined in good faith by the Board of Directors or
    a Senior Officer of URS Corporation, whose determination shall be
    conclusive and

       (B) the encumbrance or restriction is not materially more
    disadvantageous to the Holders of the Notes than is customary in
    comparable financings (as determined by URS Corporation).

Nothing contained in this "Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries" covenant shall prevent URS
Corporation or any Restricted Subsidiary from (1) creating, incurring, assuming
or suffering to exist any Liens otherwise permitted in the "Limitation on
Liens" covenant or (2) restricting the sale or other disposition of property or
assets of URS Corporation or any of its Restricted Subsidiaries that secure
Indebtedness of URS Corporation or any of its Restricted Subsidiaries.

 Limitation on Issuances of Guarantees by Restricted Subsidiaries

   URS Corporation will not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of
URS Corporation or any other Restricted Subsidiary (other than a Foreign
Subsidiary), unless (1) such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture to the Indenture providing for a Guarantee (a
"Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary
and (2) such Restricted Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against URS Corporation or any
other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee. The Subsidiary Guarantee may be
subordinated to Senior Indebtedness of the Subsidiary Guarantor to the same
extent as the Notes are subordinated to Senior Indebtedness of URS Corporation.

                                       56


   Notwithstanding the preceding, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged upon (x) any sale, exchange or
transfer, to any Person (other than URS Corporation or any other Restricted
Subsidiary), of all of URS Corporation's and each Restricted Subsidiary's
Capital Stock in, or all or substantially all the assets of, such Restricted
Subsidiary (which sale, exchange or transfer is not prohibited by the
Indenture) or (y) the release or discharge of the Guarantee which resulted in
the creation of such Subsidiary Guarantee, except a discharge or release by or
as a result of payment under such Guarantee.

 Limitation on Transactions with Shareholders and Affiliates

   URS Corporation will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into, renew or extend any transaction (including,
without limitation, the purchase, sale, lease or exchange of property or
assets, or the rendering of any service) with any holder (or any Affiliate of
such holder) of 5% or more of any class of Capital Stock of URS Corporation or
with any Affiliate of URS Corporation or any Restricted Subsidiary, except upon
fair and reasonable terms no less favorable to URS Corporation or such
Restricted Subsidiary than could be obtained, at the time of such transaction
or, if such transaction is pursuant to a written agreement, at the time of the
execution of the agreement providing therefor, in a comparable arm's-length
transaction with a Person that is not such a holder or an Affiliate.

   The preceding limitation does not limit, and shall not apply to:

     (1) transactions (A) approved by a majority of the disinterested members
  of the Board of Directors, if there are any such disinterested members or
  (B) for which URS Corporation or a Restricted Subsidiary delivers to the
  Trustee a written opinion of a nationally recognized investment banking,
  accounting, appraisal firm, or valuation stating that the transaction is
  fair to URS Corporation or such Restricted Subsidiary from a financial
  point of view;

     (2) any transaction solely between URS Corporation and any of its Wholly
  Owned Restricted Subsidiaries or solely between Wholly Owned Restricted
  Subsidiaries;

     (3) the payment of reasonable and customary regular fees to directors of
  URS Corporation who are not employees of URS Corporation and
  indemnification arrangements entered into by URS Corporation in the
  ordinary course of business;

     (4) any payments or other transactions pursuant to any tax-sharing
  agreement between URS Corporation and any other Person with which URS
  Corporation files a consolidated tax return or with which URS Corporation
  is part of a consolidated group for tax purposes;

     (5) any sale of shares of Capital Stock (other than Disqualified Stock)
  of URS Corporation;

     (6) management and administrative services provided in the ordinary
  course of business by URS Corporation or any Restricted Subsidiary to any
  Restricted Subsidiary or any Person in which URS Corporation or any
  Restricted Subsidiary has an Investment;

     (7) any employment agreement entered into by URS Corporation or any of
  its Restricted Subsidiaries in the ordinary course of business;

     (8) payments to Richard C. Blum or Richard C. Blum & Associates, L.P.
  under consulting agreements in an aggregate amount not to exceed $150,000
  in any fiscal year; or

     (9) any Permitted Investments and any Restricted Payments not prohibited
  by the "Limitation on Restricted Payments" covenant.

                                       57


Notwithstanding the preceding, any transaction or series of related
transactions covered by the first paragraph of this "Limitation on Transactions
with Shareholders and Affiliates" covenant and not covered by clauses (2)
through (9) of this paragraph, (a) the aggregate amount of which exceeds
$10 million in value, must be approved or determined to be fair in the manner
provided for in clause (1)(A) or (B) above and (b) the aggregate amount of
which exceeds $15 million in value, must be determined to be fair in the manner
provided for in clause (1)(B) above.

 Limitation on Liens

   URS Corporation will not, and will not permit any Subsidiary Guarantor to,
Incur any Indebtedness secured by a Lien ("Secured Indebtedness") which is not
Senior Indebtedness unless contemporaneously with such Incurrence effective
provision is made to secure the Notes or the Note Guarantees equally and
ratably with (or, if the Secured Indebtedness is subordinated in right of
payment to the Notes or the Note Guarantees, prior to) such Secured
Indebtedness for so long as such Secured Indebtedness is secured by a Lien.

   The preceding limitation does not apply to:

     (1) any interest or title of a lessor in the property subject to any
  Capitalized Lease;

     (2) Liens on shares of Capital Stock of any Unrestricted Subsidiary to
  secure Indebtedness of such Unrestricted Subsidiary;

     (3) Liens on cash set aside at the time of the Incurrence of any
  Indebtedness, or government securities purchased with such cash, in either
  case to the extent that such cash or government securities prefund the
  payment of interest on such Indebtedness and are held in an escrow account
  or similar arrangements to be applied for such purpose;

     (4) Liens on assets or property purchased with Purchase Money
  Indebtedness securing such Indebtedness; and

     (5) Liens in favor of URS Corporation.

 Limitation on Asset Sales

   URS Corporation will not, and will not permit any Restricted Subsidiary to,
consummate any Asset Sale, unless (1) the consideration received by URS
Corporation or such Restricted Subsidiary is at least equal to the fair market
value of the assets sold or disposed of and (2) at least 75% of the
consideration received consists of (a) cash or Temporary Cash Investments, (b)
the assumption of Indebtedness of URS Corporation or any Restricted Subsidiary
(other than Indebtedness to URS Corporation or any Restricted Subsidiary),
provided that URS Corporation or such Restricted Subsidiary is irrevocably and
unconditionally released from all liability under such Indebtedness or (c)
Replacement Assets.

   In the event and to the extent that the Net Cash Proceeds received by URS
Corporation or any of its Restricted Subsidiaries from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive months
exceed $5 million, then URS Corporation shall or shall cause the relevant
Restricted Subsidiary to:

     (1) within 12 months after the date Net Cash Proceeds so received exceed
  $5 million,

       (A) apply an amount equal to such excess Net Cash Proceeds to
    permanently repay Senior Indebtedness of URS Corporation or of any
    Subsidiary Guarantor or Indebtedness of

                                       58


    any other Restricted Subsidiary, in each case owing to a Person other
    than URS Corporation or any of its Restricted Subsidiaries, or

       (B) invest an equal amount, or the amount not so applied pursuant to
    clause (A) (or enter into a definitive agreement committing to so invest
    within 12 months after the date of such agreement), in Replacement
    Assets, and

     (2) apply (no later than the end of the 12-month period referred to in
  clause (1)) an amount equal to such excess Net Cash Proceeds (to the extent
  not applied or committed to be applied pursuant to clause (1)) as provided
  in the following paragraphs of this "Limitation on Asset Sales" covenant.

   The amount of such excess Net Cash Proceeds required to be applied (or to be
committed to be applied) during such 12-month period as set forth in clause (1)
of the preceding sentence and not applied as so required by the end of such
period shall constitute "Excess Proceeds." If, as of the first day of any
calendar month, the aggregate amount of Excess Proceeds not theretofore subject
to an Offer to Purchase pursuant to this "Limitation on Asset Sales" covenant
totals at least $5 million, URS Corporation must commence, not later than the
fifteenth Business Day of such month, and consummate an Offer to Purchase from
the Holders (and if required by the terms of any Indebtedness that is pari
passu with the Notes ("Pari Passu Indebtedness"), from the holders of such Pari
Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes
(and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a
purchase price equal to 100% of the principal amount thereof, plus, in each
case, accrued interest (if any) to the Payment Date.

   If URS Corporation is required by the terms of any Pari Passu Indebtedness
to apply any Excess Proceeds to purchase such Pari Passu Indebtedness, then URS
Corporation shall apply a portion of the Excess Proceeds to purchase Notes
pursuant to an Offer to Purchase and a portion of the Excess Proceeds to
conduct an offer to purchase an amount of such Pari Passu Indebtedness from the
holders of such Pari Passu Indebtedness on the same terms and conditions as the
Offer to Purchase applicable to the Notes, and such purchase shall be
consummated on the same date as the date of consummation of the Offer to
Purchase applicable to the Notes.

   The principal amount of Notes that URS Corporation shall purchase shall be
an aggregate principal amount equal to the lesser of:

     (1)  the aggregate outstanding principal amount of the Notes tendered
  into such Offer to Purchase, and

     (2) the product of:

       (a) the aggregate outstanding principal amount of the then
    outstanding Notes times

       (b) a fraction, (x) the numerator of which is the aggregate amount of
    Excess Proceeds on such date and (y) the denominator of which is the sum
    of the aggregate principal amount of outstanding Notes plus the
    aggregate outstanding principal amount (or accreted value in the case of
    Pari Passu Indebtedness issued with original issue discount) of such
    Pari Passu Indebtedness.

   The purchase price that URS Corporation shall be required to pay for Notes
purchased pursuant to the preceding shall be equal to 100% of the principal
amount thereof, plus accrued interest, if any, to the Payment Date. If the
aggregate principal amount of Notes tendered by Holders of such Notes exceeds
the amount of Excess Proceeds applied by URS Corporation pursuant to the
preceding to the purchase of Notes, URS Corporation shall purchase tendered
Notes on a pro rata basis.

                                       59


   On the Payment Date, URS Corporation shall:

     (1) accept for payment on a pro rata basis Notes or portions thereof
  tendered pursuant to an Offer to Purchase;

     (2) deposit with the Paying Agent money sufficient to pay the purchase
  price of all Notes or portions thereof so accepted; and

     (3) deliver, or cause to be delivered, to the Trustee all Notes or
  portions thereof so accepted together with an Officers' Certificate
  specifying the Notes or portions thereof accepted for payment by URS
  Corporation.

   The Paying Agent shall promptly mail to the Holders of Notes so accepted
payment in an amount equal to the purchase price of such Notes, and the Trustee
shall promptly authenticate and mail to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered; provided
that each Note purchased and each new Note issued shall be in a principal
amount of $1,000 or integral multiples of $1,000. URS Corporation will publicly
announce the results of an Offer to Purchase as soon as practicable after the
Payment Date. The Trustee shall act as the Paying Agent for an Offer to
Purchase.

   URS Corporation will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that URS Corporation is required to
repurchase Notes pursuant to an Offer to Purchase. To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of the Indenture relating to such Offer to Purchase, URS Corporation will
comply with the applicable securities laws and regulations and will be deemed
to not have breached its obligations under the Indenture with respect to such
Offer to Purchase by virtue of such compliance with applicable securities laws
and regulations.

   Upon completion of any such Offer to Purchase, the amount of Excess Proceeds
shall be reset to zero.

Repurchase of Notes upon a Change of Control

   URS Corporation must commence, within 30 days of the occurrence of a Change
of Control, and consummate an Offer to Purchase for all Notes then outstanding,
at a purchase price equal to 101% of the principal amount thereof, plus accrued
interest, if any, to the Payment Date.

   On the Payment Date, URS Corporation shall:

     (1) accept for payment on a pro rata basis Notes or portions thereof
  tendered pursuant to an Offer to Purchase;

     (2) deposit with the Paying Agent money sufficient to pay the purchase
  price of all notes or portions thereof so accepted; and

     (3) deliver, or cause to be delivered, to the Trustee all Notes or
  portions thereof so accepted together with an Officers' Certificate
  specifying the Notes or portions thereof accepted for payment by URS
  Corporation.

   The Paying Agent shall promptly mail to the Holders of Notes so accepted
payment in an amount equal to the purchase price of such Notes, and the Trustee
shall promptly authenticate and mail to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note

                                       60


surrendered; provided that each Note purchased and each new Note issued shall
be in a principal amount of $1,000 or integral multiples of $1,000. URS
Corporation will publicly announce the results of an Offer to Purchase as soon
as practicable after the Payment Date. The Trustee shall act as the Paying
Agent for an Offer to Purchase.

   URS Corporation will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that URS Corporation is required to
repurchase Notes pursuant to an Offer to Purchase. To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of the Indenture relating to such Offer to Purchase, URS Corporation will
comply with the applicable securities laws and regulations and will be deemed
to not have breached its obligations under the Indenture with respect to such
Offer to Purchase by virtue of such compliance with applicable securities laws
and regulations.

   URS Corporation cannot assure you that it will have sufficient funds
available at the time of any Change of Control to make any debt payment
(including repurchases of Notes) required by the foregoing covenant (as well as
may be contained in other securities of URS Corporation which might be
outstanding at the time).

   URS Corporation's ability to repurchase Notes upon a Change of Control may
be limited by the terms of its then existing contractual obligations. In
particular, the repurchase of the Notes upon a Change of Control may constitute
a default under the Credit Agreement. Any future credit agreements or other
agreements relating to Senior Indebtedness may contain similar restrictive
provisions.

   The above covenant requiring URS Corporation to repurchase the notes will,
unless consents are obtained, require URS Corporation to repay all indebtedness
then outstanding which by its terms would prohibit such Note repurchase, either
prior to or concurrently with such Note repurchase.

Commission Reports and Reports to Holders

   Regardless of whether URS Corporation is then required to file reports with
the Commission, URS Corporation shall file with the Commission all such reports
and other information as it would be required to file with the Commission by
Sections 13(a) or 15(d) under the Securities Exchange Act of 1934 if it were
subject thereto, unless the Commission will not accept such filing. URS
Corporation shall supply the Trustee and each Holder or shall supply to the
Trustee for forwarding to each such Holder, without cost to such Holder, copies
of such reports and other information.

Events of Default

   The following events will be defined as "Events of Default" in the
Indenture:

     (a) default in the payment of principal of (or premium, if any, on) any
  Note when the same becomes due and payable at maturity, upon acceleration,
  redemption or otherwise, regardless of whether such payment is prohibited
  by the provisions described under "--Ranking";

     (b) default in the payment of interest on any Note when the same becomes
  due and payable, and such default continues for a period of 30 days,
  regardless of whether such payment is prohibited by the provisions
  described under "--Ranking";

                                       61


     (c) default in the performance or breach of the provisions of the
  Indenture applicable to mergers, consolidations and transfers of all or
  substantially all of the assets of URS Corporation or the failure to make
  or consummate an Offer to Purchase in accordance with the "Limitation on
  Asset Sales" or "Repurchase of Notes upon a Change of Control" covenant;

     (d) URS Corporation or any Subsidiary Guarantor defaults in the
  performance of or breaches any other covenant or agreement of URS
  Corporation in the Indenture or under the Notes (other than a default
  specified in clause (a), (b) or (c) above) and such default or breach
  continues for a period of 60 consecutive days after written notice by the
  Trustee or the Holders of 25% or more in aggregate principal amount of the
  Notes;

     (e) there occurs with respect to any issue or issues of Indebtedness of
  URS Corporation, any Significant Subsidiary or any group of Subsidiary
  Guarantors that taken together would constitute a Significant Subsidiary,
  having an outstanding principal amount of $15 million or more in the
  aggregate for all such issues of all such Persons, whether such
  Indebtedness now exists or shall hereafter be created, (I) an event of
  default that has caused the holder thereof to declare such Indebtedness to
  be due and payable prior to its Stated Maturity and such Indebtedness has
  not been discharged in full or such acceleration has not been rescinded or
  annulled within 30 days of such acceleration or (II) the failure to make a
  principal payment at the final (but not any interim) fixed maturity and
  such defaulted payment shall not have been made, waived or extended within
  30 days of such payment default;

     (f) any final judgment or order (not covered by insurance) for the
  payment of money in excess of $15 million in the aggregate for all such
  final judgments or orders against all such Persons (treating any
  deductibles, self-insurance or retention as not so covered) shall be
  rendered against URS Corporation, any Significant Subsidiary or any group
  of Subsidiary Guarantors that taken together would constitute a Significant
  Subsidiary, and shall not be paid or discharged, and there shall be any
  period of 60 consecutive days following entry of the final judgment or
  order that causes the aggregate amount for all such final judgments or
  orders outstanding and not paid or discharged against all such Persons to
  exceed $15 million during which a stay of enforcement of such final
  judgment or order, by reason of a pending appeal or otherwise, shall not be
  in effect;

     (g) a court having jurisdiction in the premises enters a decree or order
  for (A) relief in respect of URS Corporation, any Significant Subsidiary or
  any group of Subsidiary Guarantors that taken together would constitute a
  Significant Subsidiary, in an involuntary case under any applicable
  bankruptcy, insolvency or other similar law now or hereafter in effect, (B)
  appointment of a receiver, liquidator, assignee, custodian, trustee,
  sequestrator or similar official of URS Corporation, any Significant
  Subsidiary or any group of Subsidiary Guarantors that taken together would
  constitute a Significant Subsidiary, or for all or substantially all of the
  property and assets of URS Corporation, any Significant Subsidiary or any
  group of Subsidiary Guarantors that taken together would constitute a
  Significant Subsidiary, or (C) the winding up or liquidation of the affairs
  of URS Corporation, any Significant Subsidiary or any group of Subsidiary
  Guarantors that taken together would constitute a Significant Subsidiary,
  and, in each case, such decree or order shall remain unstayed and in effect
  for a period of 60 consecutive days;

     (h) URS Corporation, any Significant Subsidiary or any group of
  Subsidiary Guarantors that taken together would constitute a Significant
  Subsidiary, (A) commences a voluntary case under any applicable bankruptcy,
  insolvency or other similar law now or hereafter in effect, or consents to
  the entry of an order for relief in an involuntary case under any such law,
  (B) consents to the appointment of or taking possession by a receiver,
  liquidator, assignee, custodian, trustee, sequestrator or similar official
  of URS Corporation, any Significant Subsidiary or any

                                       62


  group of Subsidiary Guarantors that taken together would constitute a
  Significant Subsidiary, or for all or substantially all of the property and
  assets of URS Corporation, or any Significant Subsidiary or any group of
  Subsidiary Guarantors that taken together would constitute a Significant
  Subsidiary, or (C) effects any general assignment for the benefit of
  creditors; or

     (i) except as permitted by the Indenture, any Subsidiary Guarantor
  repudiates its obligations under its Note Guarantee or any Note Guarantee
  is determined to be unenforceable or invalid or shall for any reason cease
  to be in full force and effect.

   If an Event of Default (other than an Event of Default specified in clause
(g) or (h) above that occurs with respect to URS Corporation or a Subsidiary
Guarantor that is a Significant Subsidiary or any group of Subsidiary
Guarantors that taken together would constitute a Significant Subsidiary)
occurs and is continuing under the Indenture, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes, then outstanding, by
written notice to URS Corporation (and to the Trustee if such notice is given
by the Holders), may, and the Trustee at the request of such Holders shall,
declare the principal of, premium, if any, and accrued interest on the Notes to
be immediately due and payable. Upon a declaration of acceleration, such
principal of, premium, if any, and accrued interest shall be immediately due
and payable; provided that any such declaration of acceleration shall not
become effective until the earlier of (x) five Business Days after receipt of
the acceleration notice by the Bank Agent and URS Corporation or (y)
acceleration of the Indebtedness under the Credit Agreement; provided further
that such acceleration shall automatically be rescinded and annulled without
any further action required on the part of the Holders in the event that any
and all Events of Default specified in the acceleration notice under the
Indenture shall have been cured, waived or otherwise remedied as provided in
the Indenture prior to the expiration of the period referred to in the
preceding clauses (x) and (y). In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) above has occurred and is
continuing, such declaration of acceleration shall be automatically rescinded
and annulled if the event of default triggering such Event of Default pursuant
to clause (e) shall be remedied or cured by URS Corporation, the relevant
Significant Subsidiary or the relevant group of Subsidiary Guarantors or waived
by the holders of the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto. If an Event of Default
specified in clause (g) or (h) above occurs with respect to URS Corporation or
a Subsidiary Guarantor that is a Significant Subsidiary or any group of
Subsidiary Guarantors that taken together would constitute a Significant
Subsidiary, the principal of, premium, if any, and accrued interest on the
Notes then outstanding shall automatically become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. The Holders of a majority in principal amount of the outstanding Notes
by written notice to URS Corporation and to the Trustee, may waive all past
defaults and rescind and annul a declaration of acceleration and its
consequences if (x) all existing Events of Default, other than the nonpayment
of the principal of, premium, if any, and interest on the Notes that have
become due solely by such declaration of acceleration, have been cured or
waived and (y) the rescission would not conflict with any judgment or decree of
a court of competent jurisdiction. For information as to the waiver of
defaults, see "--Modification and Waiver."

   The Holders of a majority in aggregate principal amount of the outstanding
Notes may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or the Indenture, that may involve the Trustee in personal
liability, or that the Trustee determines in good faith may be unduly
prejudicial to the rights of Holders of Notes not joining in the giving of such
direction and may take any other action it deems

                                       63


proper that is not inconsistent with any such direction received from Holders
of Notes. A Holder may not pursue any remedy with respect to the Indenture or
the Notes unless:

     (1) the Holder gives the Trustee written notice of a continuing Event of
  Default;

     (2) the Holders of at least 25% in aggregate principal amount of
  outstanding Notes make a written request to the Trustee to pursue the
  remedy;

     (3) such Holder or Holders offer the Trustee indemnity satisfactory to
  the Trustee against any costs, liability or expense;

     (4) the Trustee does not comply with the request within 60 days after
  receipt of the request and the offer of indemnity; and

     (5) during such 60-day period, the Holders of a majority in aggregate
  principal amount of the outstanding Notes do not give the Trustee a
  direction that is inconsistent with the request.

   However, such limitations do not apply to the right of any Holder of a Note
to receive payment of the principal of, premium, if any, or interest on, such
Note or to bring suit for the enforcement of any such payment, on or after the
due date expressed in the Notes, which right shall not be impaired or affected
without the consent of the Holder.

   Officers of URS Corporation must certify, on or before a date not more than
90 days after the end of each fiscal year, that a review has been conducted of
the activities of URS Corporation and its Restricted Subsidiaries and URS
Corporation's and its Restricted Subsidiaries' performance under the Indenture
and that URS Corporation has fulfilled all obligations thereunder, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default and the nature and status thereof. URS Corporation will also be
obligated to notify the Trustee of any default or defaults in the performance
of any covenants or agreements under the Indenture.

Consolidation, Merger and Sale of Assets

   URS Corporation will not consolidate with, merge with or into, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially an entirety in one
transaction or a series of related transactions) to, any Person or permit any
Person to merge with or into URS Corporation, unless:

     (1) URS Corporation shall be the continuing Person, or the Person (if
  other than URS Corporation) formed by such consolidation or into which URS
  Corporation is merged or that acquired or leased such property and assets
  of URS Corporation shall be a corporation organized and validly existing
  under the laws of the United States of America or any jurisdiction thereof
  and shall expressly assume, by a supplemental indenture, executed and
  delivered to the Trustee, all of the obligations of URS Corporation on all
  of the Notes and under the Indenture;

     (2) immediately after giving effect to such transaction, no Default or
  Event of Default shall have occurred and be continuing;

     (3) immediately after giving effect to such transaction on a pro forma
  basis, URS Corporation or any Person becoming the successor obligor of the
  Notes shall have a Consolidated Net Worth equal to or greater than the
  Consolidated Net Worth of URS Corporation immediately prior to such
  transaction; provided that this clause (3) shall not apply to a
  consolidation or merger;

                                       64


     (4) immediately after giving effect to such transaction on a pro forma
  basis URS Corporation, or any Person becoming the successor obligor of the
  Notes, as the case may be, could Incur at least $1.00 of Indebtedness under
  the first paragraph of the "Limitation on Incurrence of Indebtedness"
  covenant; provided that this clause (4) shall not apply to a consolidation,
  merger or sale of all (but not less than all) of the assets of URS
  Corporation if all Liens and Indebtedness of URS Corporation or any Person
  becoming the successor obligor on the Notes, as the case may be, and its
  Restricted Subsidiaries outstanding immediately after such transaction
  would have been permitted (and all such Liens and Indebtedness, other than
  Liens and Indebtedness of URS Corporation and its Restricted Subsidiaries
  outstanding immediately prior to the transaction, shall be deemed to have
  been Incurred) for all purposes of the Indenture;

     (5) URS Corporation delivers to the Trustee an Officers' Certificate
  (attaching the arithmetic computations to demonstrate compliance with
  clauses (3) and (4)) and Opinion of Counsel, in each case stating that such
  consolidation, merger or transfer and such supplemental indenture complies
  with this provision and that all conditions precedent provided for herein
  relating to such transaction have been complied with; and

     (6) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the
  Person with which URS Corporation has entered into a transaction under this
  "Consolidation, Merger and Sale of Assets" section, shall have by amendment
  to its Note Guarantee confirmed that its Note Guarantee shall apply to the
  obligations of URS Corporation or the surviving entity in accordance with
  the Notes and the Indenture;

provided, however, that clauses (3) and (4) above do not apply if, in the good
faith determination of the Board of Directors of URS Corporation, whose
determination shall be evidenced by a Board Resolution, the principal purpose
of such transaction is to change the state of incorporation of URS Corporation
and any such transaction shall not have as one of its purposes the evasion of
the preceding limitations.

Legal Defeasance and Covenant Defeasance

   URS Corporation may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") on the 91st day after the deposit referred to below, except for:

     (1) the rights of Holders of outstanding Notes to receive payments in
  respect of the principal of, premium, if any and accrued interest on such
  Notes when such payments are due from the trust referred to below;

     (2) URS Corporation's obligations with respect to the Notes concerning
  the issuance of temporary Notes, the registration of Notes, mutilated,
  destroyed, lost or stolen Notes and the maintenance of an office or agency
  for payment and money for security payments held in trust;

     (3) the rights, powers, trusts, duties and immunities of the Trustee,
  and URS Corporation's obligations in connection therewith; and

     (4) the Legal Defeasance provisions of the Indenture.

   In addition, URS Corporation may, at its option and at any time, elect to
have the obligations of URS Corporation released ("Covenant Defeasance") with
respect to all the covenants described under "Covenants" and the provisions of
the Indenture described under clauses (3) and (4) under "Consolidation, Merger
and Sale of Assets" and thereafter any failure to comply with those

                                       65


covenants shall not constitute a Default or Event of Default with respect to
the Notes. In the event Covenant Defeasance occurs, each of clauses (c) (solely
with respect to clauses (3) and (4) under "Consolidation, Merger and Sale of
Assets"), (d), (e), (f), (i), and, except with respect to URS Corporation or a
Subsidiary Guarantor, clauses (g) and (h) under "Events of Default" under
"Events of Default" will no longer constitute an Event of Default with respect
to the Notes.

   In order to exercise either Legal Defeasance or Covenant Defeasance:

     (1) URS Corporation must irrevocably deposit with the Trustee, in trust,
  for the benefit of the Holders of the Notes, cash in U.S. dollars, US.
  Government Obligations, or a combination thereof, in such amount as will be
  sufficient, in the opinion of a nationally recognized firm of independent
  public accountants, to pay the principal of, premium, if any, and accrued
  interest on the outstanding Notes on the Stated Maturity or on the
  applicable Redemption Date, as the case may be, and URS Corporation must
  specify whether the Notes, are being defeased to maturity or to a
  particular Redemption Date; provided that URS Corporation has provided the
  Trustee with irrevocable instructions to redeem all of the outstanding
  Notes on such Redemption Date;

     (2) in the case of Legal Defeasance, URS Corporation shall have
  delivered to the Trustee either (x) an Opinion of Counsel reasonably
  acceptable to the Trustee that the Holders of the outstanding Notes will
  not recognize income, gain or loss for federal income tax purposes as a
  result of such Legal Defeasance and will be subject to federal income tax
  on the same amount, in the same manner and at the same times as would have
  been the case if such Legal Defeasance had not occurred (which Opinion of
  Counsel must be based upon, and accompanied by a copy of, a ruling of the
  Internal Revenue Service to the same effect unless there has been a change
  in the applicable federal income tax law after the Closing Date such that a
  ruling is no longer required) or (y) a ruling directed to the Trustee
  received from the Internal Revenue Service to the same effect as the
  Opinion of Counsel described in this clause (2);

     (3) in the case of Covenant Defeasance, URS Corporation shall have
  delivered to the Trustee an Opinion of Counsel to the effect set forth in
  clause (2)(x) above;

     (4) in the case of Legal Defeasance and Covenant Defeasance, URS
  Corporation shall have delivered to the Trustee an Opinion of Counsel
  reasonably acceptable to the Trustee confirming that the creation of the
  defeasance trust does not violate the Investment Company Act of 1940 and
  after the passage of 90 days following the deposit, the trust fund will not
  be subject to the effect of Section 547 of the United States Bankruptcy
  Code;

     (5) immediately after giving effect to such deposit on a pro forma
  basis, no Default or Event of Default shall have occurred and be continuing
  either (A) on the date of such deposit or (B) on the 91st day after the
  date of such deposit;

     (6) such Legal Defeasance or Covenant Defeasance will not result in a
  breach or violation of, or constitute a default under any agreement or
  instrument to which URS Corporation or any of its Subsidiaries is a party
  or by which URS Corporation or any of its Subsidiaries is bound;

     (7) in the case of Legal Defeasance and Covenant Defeasance, URS
  Corporation is not prohibited from making payments in respect of the Notes
  by the provisions described under "--Ranking;" and

     (8) URS Corporation has delivered to the Trustee an Officers'
  Certificate and an Opinion of Counsel, in each case stating that all
  conditions precedent relating to the defeasance have been complied with.

                                       66


   In the event that following Legal Defeasance or Covenant Defeasance the
Notes are declared due and payable because of the occurrence of an Event of
Default that remains applicable, the amount of money and/or U.S. Government
Obligations on deposit with the Trustee will be sufficient to pay amounts due
on the Notes at the time of their Stated Maturity but may not be sufficient to
pay amounts due on the Notes at the time of the acceleration resulting from
such Event of Default. However, URS Corporation will remain liable for such
payments and the Subsidiary Guarantors' Note Guarantees with respect to such
payments will remain in effect.

Satisfaction and Discharge

   The Indenture will be discharged and will cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of
Notes) as to all outstanding Notes when either:

     (1) all such Notes previously authenticated and delivered (except lost,
  stolen or destroyed Notes that have been replaced or paid and Notes for
  whose payment money has previously been deposited in trust or segregated
  and held in trust by URS Corporation and thereafter repaid to URS
  Corporation or discharged from such trust) have been delivered to the
  Trustee for cancellation; or

     (2) (a) all Notes not previously delivered to the Trustee for
  cancellation have become due and payable or will become due and payable at
  their Stated Maturity within one year or are to be called for redemption
  within one year upon arrangements satisfactory to the Trustee for the
  giving of notice of redemption, and URS Corporation has deposited or caused
  to be deposited with the Trustee funds in trust for such purpose in an
  amount sufficient to pay and discharge the entire Indebtedness on such
  Notes not previously delivered to the Trustee for cancellation, for
  principal (and premium, if any, on), and interest on the Notes to the date
  of such deposit (in the case of Notes that have become due and payable) or
  to the Stated Maturity or Redemption Date, as the case may be;

     (b) no Default or Event of Default with respect to the Notes shall have
  occurred and be continuing on such date of deposit;

     (c) such deposit will not result in a breach or violation of, or
  constitute a default under, the Indenture or any other agreement or
  instrument to which URS Corporation is a party or by which it is bound; and

     (d) URS Corporation has delivered to the Trustee an Officers'
  Certificate and an Opinion of Counsel, in each case stating that URS
  Corporation has complied with all conditions precedent to satisfaction and
  discharge of the Indenture.

Modification and Waiver

   The Indenture may be amended, without the consent of any Holder, to:

     (1) cure any ambiguity, defect or inconsistency in the Indenture;
  provided that such amendments do not, in the good faith opinion of the
  Board of Directors as evidenced by a Board Resolution, adversely affect the
  interests of the Holders in any material respect;

     (2) comply with the provisions described under "Consolidation, Merger
  and Sale of Assets;"

     (3) comply with any requirements of the Commission in connection with
  the qualification of the Indenture under the Trust Indenture Act;

                                       67


     (4) to create a Subsidiary Guarantee in accordance with the "Limitation
  on Issuances of Guarantees by Restricted Subsidiaries" covenant;

     (5) evidence and provide for the acceptance of appointment by a
  successor Trustee; or

     (6) to make any change that, in the good faith opinion of the Board of
  Directors as evidenced by a Board Resolution, does not materially and
  adversely affect the rights of any Holder.

   Modifications and amendments of the Indenture may be made by URS Corporation
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Notes; provided, however, that no
such modification or amendment may, without the consent of each Holder affected
thereby,

     (1) change the Stated Maturity of the principal of, or any installment
  of interest on, any Note,

     (2) change the optional redemption dates or optional redemption prices
  of the Notes from that stated under the caption "Optional Redemption,"

     (3) reduce the principal amount of, or premium, if any, or interest on,
  any Note,

     (4) change the place or currency of payment of principal of, or premium,
  if any, or interest on, any Note,

     (5) impair the right to institute suit for the enforcement of any
  payment on or after the Stated Maturity (or, in the case of a redemption,
  on or after the Redemption Date) of any Note,

     (6) waive a default in the payment of principal of, premium, if any, or
  interest on the Notes,

     (7) release any Subsidiary Guarantor from its Note Guarantee, except as
  provided in the Indenture,

     (8) modify the subordination provisions in a manner adverse to the
  Holders or

     (9) reduce the percentage or aggregate principal amount of outstanding
  Notes the consent of whose Holders is necessary for waiver of compliance
  with certain provisions of the Indenture or for waiver of certain defaults.

No Personal Liability of Incorporators, Stockholders, Officers, Directors, or
Employees

   No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of URS Corporation in the Indenture, or in any of the Notes or
because of the creation of any Indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer, director, employee or
controlling person of URS Corporation or of any successor Person thereof. Each
Holder, by accepting the Notes, waives and releases all such liability.

Concerning the Trustee

   Except during the continuance of a Default, the Trustee will not be liable,
except for the performance of such duties as are specifically set forth in such
Indenture. If an Event of Default has occurred and is continuing, the Trustee
will use the same degree of care and skill in its exercise of the rights and
powers vested in it under the Indenture as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.

                                       68


   The Indenture and provisions of the Trust Indenture Act of 1939, as amended,
incorporated by reference therein contain limitations on the rights of the
Trustee, should it become a creditor of URS Corporation, to obtain payment of
claims in certain cases or to realize on certain property received by it in
respect of any such claims, as security or otherwise. The Trustee is permitted
to engage in other transactions; provided, however, that if it acquires any
conflicting interest, it must eliminate such conflict or resign.

Book-Entry; Delivery and Form

   The certificates representing the Notes will be issued in fully registered
form without interest coupons. Notes sold in offshore transactions in reliance
on Regulation S under the Securities Act will initially be represented by one
or more permanent global Notes in definitive, fully registered form without
interest coupons (each a "Regulation S Global Note") and will be deposited with
the Trustee as custodian for, and registered in the name of a nominee of, DTC
for the accounts of Euroclear and Cedel Bank. Prior to the 40th day after the
Closing Date, beneficial interests in the Regulation S Global Notes may only be
held through Euroclear or Cedel Bank, and any resale or transfer of such
interests to U.S. persons shall not be permitted during such period unless such
resale or transfer is made pursuant to Rule 144A or Regulation S.

   Notes sold in reliance on Rule 144A will be represented by one or more
permanent global Notes in definitive, fully registered form without interest
coupons (each a "Restricted Global Note"; and together with the Regulation S
Global Notes, the "Global Notes") and will be deposited with the Trustee as
custodian for, and registered in the name of a nominee of, DTC.

   Each Global Note (and any Notes issued for exchange therefor) will be
subject to certain restrictions on transfer set forth therein as described
under "Transfer Restrictions."

   Notes transferred to Institutional Accredited Investors who are not
qualified institutional buyers ("Non-Global Purchasers") will be in registered
form without interest coupons ("Certificated Notes"). Upon the transfer of
Certificated Notes initially issued to a Non-Global Purchaser to a qualified
institutional buyer or in accordance with Regulation S, such Certificated Notes
will, unless the relevant Global Note has previously been exchanged in whole
for Certificated Notes, be exchanged for an interest in a Global Note. For a
description of the restrictions on the transfer of Certificated Notes, see
"Transfer Restrictions."

   Ownership of beneficial interests in a Global Note will be limited to
persons who have accounts with DTC ("participants") or persons who hold
interests through participants. Ownership of beneficial interests in a Global
Note will be shown on, and the transfer of that ownership will be effected only
through, records maintained by DTC or its nominee (with respect to interests of
participants) and the records of participants (with respect to interests of
persons other than participants). Qualified institutional buyers may hold their
interests in a Restricted Global Note directly through DTC if they are
participants in such system, or indirectly through organizations which are
participants in such system.

   Investors may hold their interests in a Regulation S Global Note directly
through Cedel Bank or Euroclear, if they are participants in such systems, or
indirectly through organizations that are participants in such system. On or
after the 40th day following the Closing Date, investors may also hold such
interests through organizations other than Cedel Bank or Euroclear that are
participants in the DTC system. Cedel Bank and Euroclear will hold interests in
the Regulation S Global Notes on behalf of their participants through DTC.

                                       69


   So long as DTC, or its nominee, is the registered owner or holder of a
Global Note, DTC or such nominee, as the case may be, will be considered the
sole owner or holder of the Notes represented by such Global Note for all
purposes under the Indenture and the Notes. No beneficial owner of an interest
in a Global Note will be able to transfer that interest except in accordance
with DTC's applicable procedures, in addition to those provided for under the
Indenture and, if applicable, those of Euroclear and Cedel Bank.

   Payments of the principal of, and interest on, a Global Note will be made to
DTC or its nominee, as the case may be, as the registered owner thereof.
Neither URS Corporation, the Trustee nor any Paying Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Note or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

   URS Corporation expects that DTC or its nominee, upon receipt of any payment
of principal or interest in respect of a Global Note, will credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Note as shown on the records
of DTC or its nominee. URS Corporation also expects that payments by
participants to owners of beneficial interests in such Global Note held through
such participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. Such payments
will be the responsibility of such participants.

   Transfers between participants in DTC will be effected in the ordinary way
in accordance with DTC rules and will be settled in same-day funds. Transfers
between participants in Euroclear and Cedel Bank will be effected in the
ordinary way in accordance with their respective rules and operating
procedures.

   URS Corporation expects that DTC will take any action permitted to be taken
by a holder of Notes (including the presentation of Notes for exchange as
described below) only at the direction of one or more participants to whose
account the DTC interests in a Global Note is credited and only in respect of
such portion of the aggregate principal amount of Notes as to which such
participant or participants has or have given such direction. However, if there
is an Event of Default under the Notes, DTC will exchange the applicable Global
Note for Certificated Notes, which it will distribute to its participants and
which may be legended as set forth under the heading "Transfer Restrictions."

   URS Corporation understands that: DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the Uniform Commercial
Code and a "Clearing Agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC was created to hold securities for its
participants and facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical
movement of certificates. Indirect access to the DTC system is available to
others such as banks, brokers, dealers and trust companies and certain other
organizations that clear through or maintain a custodial relationship with a
participant, either directly or indirectly ("indirect participants").

   Although DTC, Euroclear and Cedel Bank are expected to follow the foregoing
procedures in order to facilitate transfers of interests in a Global Note among
participants of DTC, Euroclear and Cedel Bank, they are under no obligation to
perform or continue to perform such procedures, and

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such procedures may be discontinued at any time. Neither URS Corporation nor
the Trustee will have any responsibility for the performance by DTC, Euroclear
or Cedel Bank or their respective participants or indirect participants of
their respective obligations under the rules and procedures governing their
operations.

   If DTC is at any time unwilling or unable to continue as a depositary for
the Global Notes and a successor depositary is not appointed by URS Corporation
within 90 days, URS Corporation will issue Certificated Notes, which may bear
the legend referred to under "Transfer Restrictions," in exchange for the
Global Notes. Holders of an interest in a Global Note may receive Certificated
Notes, which may bear the legend referred to under "Transfer Restrictions," in
accordance with the DTC's rules and procedures in addition to those provided
for under the Indenture.

Definitions

   Set forth below is a summary of certain of the defined terms used in the
covenants and other provisions of the Indenture. You should refer to the
Indenture for the full definition of all terms as well as any other capitalized
term used herein for which no definition is provided.

   "Acquired Indebtedness" means Indebtedness of a Person existing at the time
such Person becomes a Restricted Subsidiary or assumed in connection with an
Asset Acquisition by a Restricted Subsidiary; provided that Indebtedness of
such Person which is redeemed, defeased, retired or otherwise repaid at the
time of or immediately upon consummation of the transactions by which such
Person becomes a Restricted Subsidiary or such Asset Acquisition shall not be
Acquired Indebtedness.

   "Adjusted Consolidated Net Income" means, for any period, the aggregate net
income (or loss) of URS Corporation and its Restricted Subsidiaries for such
period determined in conformity with GAAP; provided that the following items
shall be excluded in computing Adjusted Consolidated Net Income (without
duplication):

     (1) the net income (or loss) of any Person that is not a Restricted
  Subsidiary, except to the extent of the amount of dividends or other
  distributions actually paid to URS Corporation or any Restricted Subsidiary
  by such Person during such period;

     (2) solely for purposes of calculating the amount of Restricted Payments
  that may be made pursuant to clause (C) of the first paragraph of the
  "Limitation on Restricted Payments" covenant, the net income (or loss) of
  any Person accrued prior to the date it becomes a Restricted Subsidiary or
  is merged into or consolidated with URS Corporation or any of its
  Restricted Subsidiaries or all or substantially all of the property and
  assets of such Person are acquired by URS Corporation or any of its
  Restricted Subsidiaries;

     (3) the net income of any Restricted Subsidiary to the extent that the
  declaration or payment of dividends or similar distributions by such
  Restricted Subsidiary of such net income is not at the time permitted by
  the operation of the terms of its charter or any agreement, instrument,
  judgment, decree, order, statute, rule or governmental regulation
  applicable to such Restricted Subsidiary;

     (4) any gains or losses (in each case on an after-tax basis)
  attributable to sales of assets outside the ordinary course of business of
  URS Corporation and its Restricted Subsidiaries;

     (5) solely for purposes of calculating the amount of Restricted Payments
  that may be made pursuant to clause (C) of the first paragraph of the
  "Limitation on Restricted Payments"

                                       71


  covenant, any amount paid or accrued as dividends on Preferred Stock of URS
  Corporation owned by Persons other than URS Corporation and any of its
  Restricted Subsidiaries;

     (6) any non-cash compensation expense incurred in connection with the
  exercise of or paid or payable with Capital Stock (other than Disqualified
  Stock) of URS Corporation or any options, warrants or other rights to
  acquire Capital Stock (other than Disqualified Stock) of URS Corporation;

     (7) writeoffs of intangible assets, including research and development,
  relating to assets acquired by URS Corporation and its Restricted
  Subsidiaries if such writeoffs are done in accordance with GAAP at the time
  of or within one year after such acquisition; and

     (8) all extraordinary gains and extraordinary losses (in each case on an
  after-tax basis).

   "Affiliate" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled
by" and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

   "Asset Acquisition" means (1) an investment by URS Corporation or any of
its Restricted Subsidiaries in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged into or consolidated
with URS Corporation or any of its Restricted Subsidiaries; provided that such
Person's primary business is related, ancillary or complementary to the
businesses of URS Corporation and its Restricted Subsidiaries on the date of
such investment, as determined in good faith by the Board of Directors or a
Senior Officer of URS Corporation, whose determination shall be conclusive, or
(2) an acquisition by URS Corporation or any of its Restricted Subsidiaries of
the property and assets of any Person other than URS Corporation or any of its
Restricted Subsidiaries that constitute substantially all of a division or
line of business of such Person; provided that the property and assets
acquired are related, ancillary or complementary to the businesses of URS
Corporation and its Restricted Subsidiaries on the date of such acquisition,
as determined in good faith by the Board of Directors or a Senior Officer of
URS Corporation, whose determination shall be conclusive.

   "Asset Disposition" means the sale or other disposition by URS Corporation
or any of its Restricted Subsidiaries (other than to URS Corporation or
another Restricted Subsidiary) of (1) all or substantially all of the Capital
Stock of any Restricted Subsidiary or (2) all or substantially all of the
assets that constitute a division or line of business of URS Corporation or
any of its Restricted Subsidiaries.

   "Asset Sale" means any sale, transfer or other disposition (including by
way of merger, consolidation or sale-leaseback transaction) in one transaction
or a series of related transactions by URS Corporation or any of its
Restricted Subsidiaries to any Person other than URS Corporation or any of its
Restricted Subsidiaries of:

     (1) all or any of the Capital Stock of any Restricted Subsidiary,

     (2) all or substantially all of the property and assets of an operating
  unit or business of URS Corporation or any of its Restricted Subsidiaries
  or

     (3) any other property and assets (other than the Capital Stock or other
  Investment in an Unrestricted Subsidiary) of URS Corporation or any of its
  Restricted Subsidiaries outside the ordinary course of business of URS
  Corporation or such Restricted Subsidiary and

                                      72


in each case, that is not governed by the provisions of the Indenture
applicable to mergers, consolidations and sales of assets of URS Corporation;
provided that "Asset Sale" shall not include:

     (a) any sales or other dispositions of inventory, receivables and other
  current assets, including cash and Temporary Cash Investments,

     (b) any sale, transfer, assignment or other disposition of damaged, worn
  out or other obsolete property in the ordinary course of business,

     (c) any sale, transfer, assignment or other disposition of assets having
  a fair market value of less than $1 million, or

     (d) any sales, transfers, assignments or other dispositions of assets
  constituting a Permitted Investment or Restricted Payment permitted to be
  made under the "Limitation on Restricted Payments" covenant.

   "Average Life" means, at any date of determination with respect to any debt
security, the quotient obtained by dividing (1) the sum of the products of (a)
the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (2) the sum of all such principal payments.

   "Bank Agent" means Wells Fargo Bank, National Association, or its successors
as agent for the lenders under the Credit Agreement.

   "Board of Directors" means the board of directors of URS Corporation or any
committee thereof duly authorized to act for such board of directors.

   "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of URS Corporation to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

   "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether outstanding on the
Closing Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.

   "Capitalized Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) of which the discounted present
value of the rental obligations of such Person as lessee, in conformity with
GAAP, is required to be capitalized on the balance sheet of such Person.

   "Capitalized Lease Obligations" means, as applied to any Person, the
discounted present value of the rental obligations under a Capitalized Lease to
the extent such obligations would appear as a liability upon the consolidated
balance sheet of such Person in accordance with GAAP.

   "Change of Control" means such time as (1) a "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) other than a
Permitted Holder, becomes the ultimate "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of more than 35% of the total voting power of the
Voting Stock of URS Corporation on a fully diluted basis; or (2) during any
period of 12 consecutive months after the Closing Date, individuals who at the
beginning of any such 12-month period constituted the Board of Directors of URS
Corporation (together with any new directors whose election by such Board of
Directors or whose nomination for election by the stockholders of URS
Corporation was approved by a vote of a majority of the directors then still in

                                       73


office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved, including new
directors designated in or provided for in an agreement regarding the merger,
consolidation or sale, transfer or other conveyance, of all or substantially
all of the assets of URS Corporation, if such agreement was approved by a vote
of such majority of directors) cease for any reason to constitute a majority of
the Board of Directors of URS Corporation then in office.

   "Closing Date" means June 23, 1999.

   "Common Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's equity, other than Preferred Stock of
such Person, whether outstanding on the Closing Date or issued thereafter,
including, without limitation, all series and classes of such common stock.

   "Consolidated EBITDA" means, for any period, Adjusted Consolidated Net
Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income:

     (1) Consolidated Interest Expense;

     (2) income taxes (other than income taxes (either positive or negative)
  attributable to extraordinary gains or losses or sales of assets);

     (3) depreciation expense;

     (4) amortization expense; and

     (5) all other non-cash items reducing Adjusted Consolidated Net Income
  (other than items that will require cash payments and for which an accrual
  or reserve is, or is required by GAAP to be, made), less all non-cash items
  increasing Adjusted Consolidated Net Income, all as determined on a
  consolidated basis for URS Corporation and its Restricted Subsidiaries in
  conformity with GAAP;

provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted
Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise
reduced in accordance with GAAP) by an amount equal to (a) the amount of the
Adjusted Consolidated Net Income attributable to such Restricted Subsidiary
multiplied by (b) the percentage ownership interest in the income of such
Restricted Subsidiary not owned on the last day of such period by URS
Corporation or any of its Restricted Subsidiaries.

   "Consolidated Interest Expense" means, for any period, the aggregate amount
of interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; and
Indebtedness that is Guaranteed or secured by URS Corporation or any of its
Restricted Subsidiaries), Preferred Stock dividends in respect of Preferred
Stock of a Restricted Subsidiary and all but the principal component of rentals
in respect of Capitalized Lease Obligations paid, accrued or scheduled to be
paid or to be accrued by URS Corporation and its Restricted Subsidiaries during
such period; excluding, however, (1) any amount of such interest of any
Restricted Subsidiary if the net income of such Restricted Subsidiary is
excluded in the calculation of Adjusted Consolidated Net Income pursuant to
clause (3) of the

                                       74


definition thereof (but only in the same proportion as the net income of such
Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated
Net Income pursuant to clause (3) of the definition thereof) and (2) any
premiums, fees and expenses (and any amortization thereof) payable in
connection with the D&M Acquisition and the financing of the D&M Acquisition,
all as determined on a consolidated basis (without taking into account
Unrestricted Subsidiaries) in conformity with GAAP. For purposes of the
preceding sentence, Preferred Stock dividends shall be deemed to be an amount
equal to the actual dividends paid divided by one minus the combined federal,
state, local and foreign income tax rate applicable to URS Corporation and its
Subsidiaries (expressed as a decimal).

   "Consolidated Net Worth" means, at any date of determination, stockholders'
equity plus, to the extent not included, any Preferred Stock of URS Corporation
as set forth on the most recently available quarterly or annual consolidated
balance sheet of URS Corporation and its Restricted Subsidiaries (which shall
be as of a date not more than 90 days prior to the date of such computation,
and which shall not take into account Unrestricted Subsidiaries), less any
amounts attributable to Disqualified Stock or any equity security convertible
into or exchangeable for Indebtedness, the cost of treasury stock and the
principal amount of any promissory notes receivable from the sale of the
Capital Stock of URS Corporation or any of its Restricted Subsidiaries, each
item to be determined in conformity with GAAP (excluding the effects of foreign
currency exchange adjustments under Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 52).

   "Convertible Subordinated Debentures" means the 6 1/2% Convertible
Subordinated Debentures due 2012 of URS Corporation issued pursuant to an
Indenture dated as of February 15, 1987 between URS Corporation and First
Interstate Bank of California, as amended, and outstanding on the Closing Date.

   "Credit Agreement" means the credit agreement dated as of June 9, 1999 by
and among URS Corporation, certain of its Subsidiaries, certain financial
institutions and Wells Fargo Bank, National Association, as administrative
agent, and including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, as such credit
agreement and/or related documents may be amended, restated, supplemented,
renewed, refinanced, extended, replaced, restructured or otherwise modified
from time to time regardless of whether with the same agent, trustee,
representative lenders or holders, including any agreement (1) extending the
maturity of any Indebtedness incurred thereunder or contemplated thereby, (2)
adding or deleting borrowers or guarantors thereunder, so long as borrowers and
guarantors include one or more of URS Corporation and its Subsidiaries and
their respective successors and assigns, or (3) increasing the amount of
Indebtedness incurred thereunder or available to be borrowed thereunder.

   "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.

   "Dames & Moore" means Dames & Moore Group, a Delaware corporation.

   "D&M Acquisition" means the consummation of (x) the tender offer by Demeter
Acquisition Corporation for all of the outstanding shares of capital stock of
Dames & Moore and (y) the merger of Demeter Acquisition Corporation with and
into Dames & Moore.

   "D&M Financing" means the transactions entered into by URS Corporation and
its Restricted Subsidiaries to finance the D&M Acquisition, including (v) the
sale of the Notes, (w) the establishment of the Credit Agreement, (x) the
issuance and sale of Preferred Stock to RCBA Strategic Partners, L.P.,

                                       75


(y) the issuance and sale of senior subordinated increasing rate notes of
URS Corporation upon consummation of the tender offer for the stock of Dames &
Moore and (z) the repayment of Indebtedness in connection with the D&M
Acquisition and the sale of the Notes.

   "Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

   "Designated Senior Indebtedness" means (1) any Indebtedness under the Credit
Agreement (except that any Indebtedness which represents a partial refinancing
of Indebtedness theretofore outstanding pursuant to the Credit Agreement,
rather than a complete refinancing thereof, shall only constitute Designated
Senior Indebtedness if such partial refinancing meets the requirements of
clause (2) below) and (2) any other Indebtedness constituting Senior
Indebtedness that, at the date of determination, has an aggregate principal
amount outstanding of at least $25 million and that is specifically designated
by URS Corporation, in the instrument creating or evidencing such Senior
Indebtedness as "Designated Senior Indebtedness."

   "Disqualified Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (1) required to be redeemed prior to
the Stated Maturity of the Notes, (2) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the Stated Maturity
of the Notes or (3) convertible into or exchangeable for Capital Stock referred
to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior
to the Stated Maturity of the Notes; provided that any Capital Stock that would
not constitute Disqualified Stock but for provisions thereof giving holders
thereof the right to require such Person to repurchase or redeem such Capital
Stock upon the occurrence of an "asset sale" or "change of control" occurring
prior to the Stated Maturity of the Notes shall not constitute Disqualified
Stock if the "asset sale" or "change of control" provisions applicable to such
Capital Stock are no more favorable to the holders of such Capital Stock than
the provisions contained in "Limitation on Asset Sales" and "Repurchase of
Notes upon a Change of Control" covenants and such Capital Stock specifically
provides that such Person will not repurchase or redeem any such stock pursuant
to such provision prior to URS Corporation's repurchase of such Notes as are
required to be repurchased pursuant to the "Limitation on Asset Sales" and
"Repurchase of Notes upon a Change of Control" covenants.

   "fair market value" means the price that would be paid in an arm's-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in
good faith by the Board of Directors or a Senior Officer of URS Corporation,
whose determination shall be conclusive; provided that if the non cash amount
exceeds $10 million, such amount shall be determined in good faith by the Board
of Directors, whose determination shall be conclusive if evidenced by a Board
Resolution.

   "Fixed Charge Coverage Ratio" means, on any Transaction Date, the ratio of
(1) the aggregate amount of Consolidated EBITDA for the then most recent four
fiscal quarters prior to such Transaction Date for which reports have been
filed with the Commission or provided to the Trustee (the "Four Quarter
Period") to (2) the aggregate Consolidated Interest Expense during such Four
Quarter Period. In making the preceding calculation,

     (A) pro forma effect shall be given to any Indebtedness Incurred or
  repaid during the period (the "Reference Period") commencing on the first
  day of the Four Quarter Period and ending on and including the Transaction
  Date (other than Indebtedness Incurred or repaid under a revolving credit
  or similar arrangement to the extent of the commitment thereunder (or under
  any predecessor revolving credit or similar arrangement) in effect on the
  last day of such Four

                                       76


  Quarter Period unless any portion of such Indebtedness is projected, in the
  reasonable judgment of the senior management of URS Corporation, to remain
  outstanding for a period in excess of 12 months from the date of the
  Incurrence thereof), in each case as if such Indebtedness had been Incurred
  or repaid on the first day of the Reference Period;

     (B) Consolidated Interest Expense attributable to interest on any
  Indebtedness (whether existing or being Incurred) computed on a pro forma
  basis and bearing a floating interest rate shall be computed as if the rate
  in effect on the Transaction Date (taking into account any Interest Rate
  Agreement applicable to such Indebtedness if such Interest Rate Agreement
  has a remaining term in excess of 12 months or, if shorter, at least equal
  to the remaining term of such Indebtedness) had been the applicable rate
  for the entire period;

     (C) pro forma effect shall be given to Asset Dispositions and Asset
  Acquisitions (including giving pro forma effect to the application of
  proceeds of any Asset Disposition) that occur during such Reference Period
  as if they had occurred and such proceeds had been applied on the first day
  of such Reference Period; and

     (D) pro forma effect shall be given to asset dispositions and asset
  acquisitions (including giving pro forma effect to the application of
  proceeds of any asset disposition) that have been made by any Person that
  has become a Restricted Subsidiary or has been merged with or into URS
  Corporation or any Restricted Subsidiary during such Reference Period and
  that would have constituted Asset Dispositions or Asset Acquisitions had
  such transactions occurred when such Person was a Restricted Subsidiary as
  if such asset dispositions or asset acquisitions were Asset Dispositions or
  Asset Acquisitions that occurred on the first day of such Reference Period;
  provided that to the extent that clause (C) or (D) of this sentence
  requires that pro forma effect be given to an Asset Acquisition or Asset
  Disposition, such pro forma calculation shall be based upon the four full
  fiscal quarters immediately preceding the Transaction Date of the Person,
  or division or line of business of the Person, that is acquired or disposed
  for which financial information is available.

   "Foreign Subsidiary" means any Subsidiary of URS Corporation that is an
entity which is a controlled foreign corporation under Section 957 of the
Internal Revenue Code.

   "GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Closing Date, including, without limitation,
those set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations contained or referred to in
the Indenture shall be computed in conformity with GAAP applied on a consistent
basis, except that calculations made for purposes of determining compliance
with the terms of the covenants and with other provisions of the Indenture
shall be made without giving effect to (a) the amortization of any expenses
incurred in connection with the D&M Acquisition or D&M Financing and (b) except
as otherwise provided, the amortization of any amounts required or permitted by
Accounting Principles Board Opinion Nos. 16 and 17.

   "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to

                                       77


purchase assets, goods, securities or services (unless such purchase
arrangements are on arm's-length terms and are entered into in the ordinary
course of business), to take-or-pay, or to maintain financial statement
conditions or otherwise) or (2) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

   "Incur" means, with respect to any Indebtedness, to incur, create, issue,
assume, Guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness,
including an "Incurrence" of Acquired Indebtedness; provided that neither the
accrual of interest, the accretion of original issue discount nor the issuance
of pay-in-kind securities as an interest or dividend payment shall be
considered an Incurrence of Indebtedness.

   "Indebtedness" means, with respect to any Person at any date of
determination (without duplication):

     (1) all indebtedness of such Person for borrowed money to the extent
  such indebtedness would appear as a liability upon the consolidated balance
  sheet of such Person in accordance with GAAP;

     (2) all obligations of such Person evidenced by bonds, debentures, notes
  or other similar instruments to the extent such obligations would appear as
  a liability upon the consolidated balance sheet of such Person in
  accordance with GAAP;

     (3) all obligations of such Person in respect of letters of credit or
  other similar instruments (including reimbursement obligations with respect
  thereto, but excluding obligations with respect to letters of credit
  (including trade letters of credit) securing obligations (other than
  obligations described in (1) or (2) above or (5), (6) or (7) below) entered
  into in the ordinary course of business of such Person to the extent such
  letters of credit are not drawn upon or, if drawn upon, to the extent such
  drawing is reimbursed no later than the third Business Day following
  receipt by such Person of a demand for reimbursement);

     (4) all obligations of such Person to pay the deferred and unpaid
  purchase price of property or services, which purchase price is due more
  than six months after the date of placing such property in service or
  taking delivery and title thereto or the completion of such services,
  except Trade Payables;

     (5) all Capitalized Lease Obligations;

     (6) all Indebtedness of other Persons secured by a Lien on any asset of
  such Person, regardless of whether such Indebtedness is assumed by such
  Person; provided that the amount of such Indebtedness shall be the lesser
  of (A) the fair market value of such asset at such date of determination
  and (B) the amount of such Indebtedness so secured;

     (7) all Indebtedness of other Persons Guaranteed by such Person to the
  extent such Indebtedness is Guaranteed by such Person;

     (8) all obligations to redeem or repurchase Preferred Stock of a
  Restricted Subsidiary; and

     (9) to the extent not otherwise included in this definition, obligations
  under Currency Agreements and Interest Rate Agreements (other than Currency
  Agreements and Interest Rate Agreements designed solely to protect URS
  Corporation or its Restricted Subsidiaries against

                                      78


  fluctuations in foreign currency exchange rates or interest rates and that
  do not increase the Indebtedness of the obligor outstanding at any time
  other than as a result of fluctuations in foreign currency exchange rates
  or interest rates or by reason of fees, indemnities and compensation
  payable thereunder).

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation, provided

     (A) that the amount outstanding at any time of any Indebtedness issued
  with original issue discount is the face amount of such Indebtedness less
  the remaining unamortized portion of the original issue discount of such
  Indebtedness at such time as determined in conformity with GAAP,

     (B) that money borrowed and set aside at the time of the Incurrence of
  any Indebtedness in order to prefund the payment of the interest on such
  Indebtedness shall not be deemed to be "Indebtedness" so long as such money
  is held to secure the payment of such interest,

     (C) that the amount of Indebtedness at any time of any Preferred Stock
  shall be the greater of its voluntary or involuntary liquidation preference
  and the maximum fixed redemption or repurchase price in respect thereof,

     (D) that Indebtedness shall not include

       (w) any liability for federal, state, local or other taxes,

       (x) obligations under performance, bid, surety, appeal or similar
    bonds provided in the ordinary course of business,

       (y) obligations arising in the ordinary course of business out of
    standby letters of credit covering workers' compensation, performance
    or similar obligations to the extent such letters of credit are not
    drawn upon or, if drawn upon, to the extent such drawing is reimbursed
    no later than the third Business Day following receipt by the issuer of
    such letters of credit a demand for reimbursement, or

       (z) obligations pursuant to agreements providing for
    indemnification, adjustment of purchase price or similar obligations,
    or Guarantees or letters of credit, performance, bid, surety, appeal or
    similar bonds securing any obligations of URS Corporation or any of its
    Restricted Subsidiaries pursuant to such agreements, in any case
    Incurred in connection with the disposition of any business, assets or
    Restricted Subsidiary (other than Guarantees of Indebtedness Incurred
    by any Person acquiring all or any portion of such business, assets or
    Restricted Subsidiary for the purpose of financing such acquisition),
    so long as the principal amount does not to exceed the gross proceeds
    actually received by URS Corporation or any Restricted Subsidiary in
    connection with such disposition.

   "Indenture" means the indenture, dated as of June 23, 1999, by and among URS
Corporation, as issuer, the Subsidiary Guarantors, as defined therein, and
Firstar Bank of Minnesota, N.A., as Trustee.

   "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement.

                                       79


   "Investment" in any Person means any direct or indirect advance, loan or
other extension of credit (including, without limitation, by way of Guarantee
or similar arrangement; but excluding advances to customers or suppliers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable, prepaid expenses or deposits on the balance sheet of URS
Corporation or its Restricted Subsidiaries or endorsements for collection or
deposit arising in the ordinary course of business) or capital contribution to
(by means of any transfer of cash or other property to others or any payment
for property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, bonds, notes, debentures or other similar
instruments issued by, such Person and shall include (1) the designation of a
Restricted Subsidiary as an Unrestricted Subsidiary and (2) the retention of
the Capital Stock (or any other Investment) by URS Corporation or any of its
Restricted Subsidiaries, of (or in) any Person that has ceased to be a
Restricted Subsidiary. For purposes of the definition of "Unrestricted
Subsidiary" and the "Limitation on Restricted Payments" covenant, the amount of
or a reduction in an Investment shall be equal to the fair market value thereof
at the time such Investment is made or reduced.

   "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof or any agreement
to give any security interest).

   "Moody's" means Moody's Investors Service, Inc. and its successors.

   "Net Cash Proceeds" means:

     (a) with respect to any Asset Sale, the proceeds of such Asset Sale in
  the form of cash or cash equivalents, including payments in respect of
  deferred payment obligations (to the extent corresponding to the principal,
  but not interest, component thereof) when received in the form of cash or
  cash equivalents and proceeds from the conversion of other property
  received when converted to cash or cash equivalents, net of:

       (1) brokerage commissions and other fees and expenses (including
    fees and expenses of counsel and investment bankers) related to such
    Asset Sale;

        (2) provisions for all taxes (regardless of whether such taxes will
    actually be paid or are payable) as a result of such Asset Sale without
    regard to the consolidated results of operations of URS Corporation and
    its Restricted Subsidiaries, taken as a whole;

        (3) payments made to repay Indebtedness or any other obligation
    outstanding at the time of such Asset Sale that either (x) is secured
    by a Lien on the property or assets sold or (y) is required to be paid
    as a result of such sale; and

        (4) appropriate amounts to be provided by URS Corporation or any
    Restricted Subsidiary as a reserve against any liabilities associated
    with such Asset Sale, including, without limitation, pension and other
    post-employment benefit liabilities, liabilities related to
    environmental matters and liabilities under any indemnification
    obligations associated with such Asset Sale, all as determined in
    conformity with GAAP; and

      (b) with respect to any issuance or sale of Capital Stock, the proceeds
  of such issuance or sale in the form of cash or cash equivalents, including
  payments in respect of deferred payment obligations (to the extent
  corresponding to the principal, but not interest, component thereof) when
  received in the form of cash or cash equivalents and proceeds from the
  conversion of other property received when converted to cash or cash
  equivalents, net of attorney's fees, accountants' fees, underwriters' or
  placement agents' fees, discounts or commissions and

                                       80


  brokerage, consultant and other fees incurred in connection with such
  issuance or sale and net of taxes paid or payable as a result thereof.

   "Note" means any note issued under the Indenture, including any old note
and any new note.

   "Note Guarantee" means any guarantee of the obligations of URS Corporation
under the Indenture and the Notes by any Subsidiary Guarantor.

   "Offer to Purchase" means an offer to purchase Notes by URS Corporation
from the Holders commenced by mailing a notice to the Trustee and each Holder
stating:

      (1) the covenant pursuant to which the offer is being made and that all
  Notes validly tendered will be accepted for payment on a pro rata basis;

      (2) the purchase price and the date of purchase (which shall be a
  Business Day no earlier than 30 days nor later than 60 days from the date
  such notice is mailed) (the "Payment Date");

      (3) that any Note not tendered will continue to accrue interest
  pursuant to its terms;

      (4) that, unless URS Corporation defaults in the payment of the
  purchase price, any Note accepted for payment pursuant to the Offer to
  Purchase shall cease to accrue interest on and after the Payment Date;

      (5) that Holders electing to have a Note purchased pursuant to the
  Offer to Purchase will be required to surrender the Note, together with the
  form entitled "Option of the Holder to Elect Purchase" on the reverse side
  of the Note completed, to the Paying Agent at the address specified in the
  notice prior to the close of business on the Business Day immediately
  preceding the Payment Date;

      (6) that Holders will be entitled to withdraw their election if the
  Paying Agent receives, not later than the close of business on the third
  Business Day immediately preceding the Payment Date, a telegram, facsimile
  transmission or letter setting forth the name of such Holder, the principal
  amount of Notes delivered for purchase and a statement that such Holder is
  withdrawing his election to have such Notes purchased; and

      (7) that Holders whose Notes are being purchased only in part will be
  issued new Notes equal in principal amount to the unpurchased portion of
  the Notes surrendered; provided that each Note purchased and each new Note
  issued shall be in a principal amount of $1,000 or integral multiples
  thereof.

   "Officer" means, with respect to URS Corporation, (1) the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President or the
Chief Financial Officer and (2) the Treasurer or any Assistant Treasurer or
the Secretary or any Assistant Secretary.

   "Permitted Holder" means Richard C. Blum & Associates, L.P. and its
Affiliates.

   "Permitted Investment" means:

      (1) an Investment in URS Corporation, a Subsidiary Guarantor or a
  Person which will, upon the making of such Investment, become a Subsidiary
  Guarantor or be merged or consolidated with or into or transfer or convey
  all or substantially all its assets to, URS Corporation or a Subsidiary
  Guarantor; provided that such person's primary business is related,
  ancillary or complementary to the businesses of URS Corporation and its
  Restricted Subsidiaries on the date of such Investment, as determined in
  good faith by the Board of Directors or a Senior Officer of URS
  Corporation, whose determination shall be conclusive;

                                      81


      (2) cash and Temporary Cash Investments;

      (3) payroll, travel and similar advances to cover matters that are
  expected at the time of such advances ultimately to be treated as expenses
  in accordance with GAAP;

      (4) stock, obligations or securities received in satisfaction of
  judgments or received in connection with the restructuring or workout of
  the obligations of, or the bankruptcy of, suppliers, or customers, or
  received pursuant to a plan of reorganization of any supplier or customer,
  in each case in settlement of delinquent obligations or disputes with
  customers or suppliers;

      (5) an Investment in an Unrestricted Subsidiary to the extent
  consisting of an Investment in another Unrestricted Subsidiary;

      (6) Interest Rate Agreements and Currency Agreements designed solely to
  protect URS Corporation or its Restricted Subsidiaries against fluctuations
  in interest rates or foreign currency exchange rates;

      (7) any of the Notes;

      (8) an Investment in a Restricted Subsidiary that is a Foreign
  Subsidiary; and

      (9) an Investment in a Restricted Subsidiary which is not a Subsidiary
  Guarantor, provided that the aggregate amount of such Investments under
  this clause (9) does not exceed $25 million plus the net reduction in
  Investments made pursuant to this clause (9) resulting from distributions
  on or repayments of such Investments or from the Net Cash Proceeds from the
  sale or other disposition of any such Investment (except in each case, in
  order to avoid duplication, to the extent any such payments or proceeds
  have been or would be included in the calculation of Adjusted Consolidated
  Net Income for purposes of clause (C)(1) of the "Limitation on Restricted
  Payments" covenant) or from such Person becoming a Subsidiary Guarantor
  (valued in each case as provided in the definition of "Investments");
  provided that the net reduction in any Investment shall not exceed the
  amount of such Investment.

   "Preferred Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's preferred or preference equity, whether
outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.

   "Purchase Money Indebtedness" of any Person means any Indebtedness,
including Capitalized Leases, of such Person to any seller or other Person,
which is Incurred to finance the acquisition, construction, installation or
improvement of any Replacement Assets and which is incurred concurrently with,
or within 180 days following, such acquisition, construction, installation or
improvement.

   "Registration Rights Agreement" means the Registration Rights Agreement,
dated the Closing Date, among URS Corporation, the Subsidiaries of URS
Corporation named therein and Morgan Stanley & Co. Incorporated and certain
permitted assigns specified therein.

   "Replacement Assets" means, on any date, property or assets (other than
current assets) of a nature or type or that are used or useful in a business
(or an Investment in a company having property or assets of a nature or type,
or engaged in a business) similar or related to the nature or type of the
property and assets of, or the business of, URS Corporation and its Restricted
Subsidiaries existing on such date, as determined in good faith by the Board of
Directors or a Senior Officer of URS Corporation, whose determination shall be
conclusive.

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   "Restricted Subsidiary" means any Subsidiary of URS Corporation other than
an Unrestricted Subsidiary.

   "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, and its successors.

   "Senior Indebtedness" means the following obligations of URS Corporation or
any Subsidiary Guarantor, whether outstanding on the Closing Date or thereafter
Incurred: (1) all Indebtedness and all other monetary obligations (including,
without limitation, expenses, fees, principal, interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim in such proceeding) reimbursement obligations
under letters of credit and indemnities payable in connection therewith) of URS
Corporation under (or in respect of) the Credit Agreement or any Interest Rate
Agreement or Currency Agreement relating to the Indebtedness under the Credit
Agreement and (2) all Indebtedness and all other monetary obligations of URS
Corporation or any Subsidiary Guarantor (other than the Notes and the Note
Guarantees, the Convertible Subordinated Debentures and the Senior Subordinated
Debentures), including principal and interest on such Indebtedness, unless such
Indebtedness, by its terms or by the terms of any agreement or instrument
pursuant to which such Indebtedness is issued, is pari passu with, or
subordinated in right of payment to, the Notes; provided that the term "Senior
Indebtedness" shall not include (a) any Indebtedness of URS Corporation or any
Subsidiary Guarantor that, when Incurred, was without recourse to URS
Corporation or to such Subsidiary Guarantor, (b) any Indebtedness of URS
Corporation or any Subsidiary Guarantor to a Subsidiary of URS Corporation, or
to a joint venture in which URS Corporation has an interest, (c) any
Indebtedness of URS Corporation or any Subsidiary Guarantor, to the extent not
permitted by the "Limitation on Incurrence of Indebtedness" covenant or the
"Limitation on Senior Subordinated Indebtedness" covenant, (d) any repurchase,
redemption or other obligation in respect of Disqualified Stock, (e) any
Indebtedness to any employee of URS Corporation or any of its respective
Subsidiaries, (f) any liability for taxes owed or owing by URS Corporation or
any Subsidiary Guarantor, or (g) any Trade Payables.

   "Senior Officer" of any Person means the Chief Executive Officer or Chief
Financial Officer of such Person.

   "Senior Subordinated Debentures" means the 8 5/8% Senior Subordinated
Debentures due 2004 of URS Corporation issued pursuant to the Indenture dated
as of March 16, 1989 between URS Corporation and MTrust Corp., National
Association, as trustee, as amended.

   "Senior Subordinated Obligations" means any principal of, premium, if any,
or interest on the Notes payable pursuant to the terms of the Notes or the Note
Guarantees or upon acceleration, including any amounts received upon the
exercise of rights of rescission or other rights of action (including claims
for damages) or otherwise, to the extent relating to the purchase price of the
Notes or amounts corresponding to such principal, premium, if any, or interest
on the Notes.

   "Significant Subsidiary" means, at any date of determination, any Restricted
Subsidiary that, together with its Subsidiaries, (a) for the most recent fiscal
year of URS Corporation, accounted for more than 10% of the consolidated
revenues of URS Corporation and its Restricted Subsidiaries or (b) as of the
end of such fiscal year, was the owner of more than 10% of the consolidated
assets of URS Corporation and its Restricted Subsidiaries, all as set forth on
the most recently available consolidated financial statements of URS
Corporation for such fiscal year.


                                       83


   "Stated Maturity" means (1) with respect to any debt security, the date
specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (2) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

   "Subsidiary" means, with respect to any Person, any corporation, association
or other business entity of which more than 50% of the voting power of the
outstanding Voting Stock is owned, directly or indirectly, by such Person and
one or more other Subsidiaries of such Person.

   "Subsidiary Guarantor" means any Restricted Subsidiary that provides a
Guarantee of URS Corporation's obligations under the Indenture and the Notes.

   "Temporary Cash Investment" means any of the following:

      (1) direct obligations of the United States of America or any agency
  thereof or obligations fully and unconditionally guaranteed by the United
  States of America or any agency thereof maturing no more than one year from
  the date of acquisition thereof;

      (2) time deposit accounts, certificates of deposit, bankers'
  acceptances and money market deposits maturing within one year of the date
  of acquisition thereof issued by a bank or trust company which is organized
  under the laws of the United States of America, any state thereof or any
  foreign country recognized by the United States of America, and which bank
  or trust company has capital, surplus and undivided profits aggregating in
  excess of $100 million (or the foreign currency equivalent thereof) and has
  outstanding debt which is rated "A" (or such similar equivalent rating) or
  higher by at least one nationally recognized statistical rating
  organization (as defined in Rule 436 under the Securities Act) or any
  money-market fund sponsored by a registered broker dealer or mutual fund
  distributor;

      (3) repurchase obligations with a term of not more than 30 days for
  underlying securities of the types described in clause (1) above entered
  into with a bank or trust company meeting the qualifications described in
  clause (2) above;

      (4) commercial paper, maturing not more than one year after the date of
  acquisition thereof, with a rating at the time as of which any investment
  therein is made of "P-1" (or higher) according to Moody's or "A-1" (or
  higher) according to S&P;

      (5) securities with maturities of one year or less from the date of
  acquisition issued or fully and unconditionally guaranteed by any state,
  commonwealth or territory of the United States of America, or by any
  political subdivision or taxing authority thereof, and rated at least "A"
  by S&P or Moody's; and

      (6) any mutual fund that has at least 95% of its assets continuously
  invested in investments of the types described in clauses (1) through (5)
  and has the highest rating obtainable from either Moody's or S&P.

   "Trade Payables" means, with respect to any Person, any accounts payable or
any other indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person or any of its Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods or
services.

   "Transaction Date" means, with respect to the Incurrence of any Indebtedness
by URS Corporation or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

                                       84


   "Unrestricted Subsidiary" means (1) any Subsidiary of URS Corporation that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below; and (2) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of URS
Corporation) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, URS Corporation
or any Restricted Subsidiary; provided that (a) any Guarantee by URS
Corporation or any Restricted Subsidiary of any Indebtedness of the Subsidiary
being so designated shall be deemed an "Incurrence" of such Indebtedness and an
"Investment" by URS Corporation or such Restricted Subsidiary (or both, if
applicable) at the time of such designation; (b) either (x) the Subsidiary to
be so designated has total assets of $1,000 or less or (y) if such Subsidiary
has assets greater than $1,000, such designation would be permitted under the
"Limitation on Restricted Payments" covenant and (c) if applicable, the
Incurrence of Indebtedness and the Investment referred to in clause (a) of this
proviso would be permitted under the "Limitation on Incurrence of Indebtedness"
and "Limitation on Restricted Payments" covenants. The Board of Directors may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that (1) no Default or Event of Default shall have occurred and be continuing
at the time of or after giving effect to such designation and (2) all Liens and
Indebtedness of such Unrestricted Subsidiary outstanding immediately after such
designation would, if Incurred at such time, have been permitted to be Incurred
(and shall be deemed to have been Incurred) for all purposes of the Indenture.
Any such designation by the Board of Directors shall be evidenced to the
Trustee by promptly filing with the Trustee a copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the preceding provisions.

   "U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof at any time
prior to the Stated Maturity of the Notes, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

   "Voting Stock" means with respect to any Person, Capital Stock of any class
or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

   "Wholly Owned" means, with respect to any Subsidiary of any Person, the
ownership of all of the outstanding Capital Stock of such Subsidiary (other
than any director's qualifying shares, shares owned by professional engineers
in connection with licensing requirements or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.

                                       85


Registration Rights

   The following is a summary of the material provisions of the registration
rights agreement applicable to the old notes. The registration rights agreement
is an exhibit to the registration statement of which this prospectus forms a
part and is incorporated by reference in this prospectus in its entirety. A
copy of the registration rights agreement is available from us by any holder of
old notes upon request.

   We and our subsidiaries that are parties to the registration rights
agreement agreed with Morgan Stanley & Co. Incorporated, for the benefit of the
holders of the old notes, that we and the Subsidiary Guarantors will use our
best efforts, at our cost, to file and cause to become effective a registration
statement with respect to a registered offer to exchange the old notes for new
notes, guaranteed by the Subsidiary Guarantors, with terms identical to the old
notes, except that the new notes will not bear legends restricting their
transfer.

   For each old note surrendered to us under the exchange offer, the holder of
such old note will receive a new note of equal principal amount. Interest on
each new note shall accrue from the last interest payment date on which
interest was paid on the old notes so surrendered or, if no interest has been
paid on such old notes, from the Closing Date. Interest on the old notes
validly surrendered to us under the exchange offer and accepted by us for
exchange will cease to accrue upon issuance of the new notes. Old notes not
tendered in the exchange offer shall bear interest at the same rate as the new
notes and be subject to all of the terms and conditions specified in the
Indenture and to the transfer restrictions.

   In the event that applicable interpretations of the staff of the Securities
and Exchange Commission do not permit us to effect the exchange offer, or under
other circumstances specified in the registration rights agreement, we and the
Subsidiary Guarantors shall, at our cost, use our best efforts to cause to
become effective a shelf registration statement with respect to resales of the
old notes. We and the Subsidiary Guarantors will use our best efforts to keep
such shelf registration statement effective until the expiration of the time
period referred to in Rule 144(k) under the Securities Act after the Closing
Date, or such shorter period that will terminate when all old notes covered by
the shelf registration statement have been sold pursuant to the shelf
registration statement. We and the Subsidiary Guarantors shall, in the event of
such a shelf registration, provide to each holder of old notes copies of the
prospectus, notify each holder when the shelf registration statement for the
old notes has become effective and take certain other actions as are required
to permit resales of the old notes. A holder that sells its old notes pursuant
to the shelf registration statement generally:

    (1) will be required to be named as a selling security holder in the
  related prospectus and to deliver a prospectus to purchasers,

    (2) will be subject to certain of the civil liability provisions under
  the Securities Act in connection with such sales and

    (3) will be bound by the provisions of the registration rights agreement
  that are applicable to such a holder (including certain indemnification
  obligations).

   In the event that the exchange offer is not consummated and the shelf
registration statement is not declared effective on or prior to the date that
is 210 days after the Closing Date, the annual interest rate borne by the old
notes will increase by .5% until the exchange offer is consummated or the shelf
registration statement is declared effective.

                                       86


                DESCRIPTION OF OUR OTHER PRINCIPAL INDEBTEDNESS

Senior Secured Credit Facility

   Our senior secured credit facility provides for three term loan facilities
in the aggregate amount of $450 million and a revolving credit facility in the
amount of $100 million. The term loan facilities consist of Term Loan A, a $250
million tranche, Term Loan B, a $100 million tranche and Term Loan C, another
$100 million tranche. As part of the Financing Plan, we borrowed $450 million
pursuant to the term loan facilities.

   Principal amounts under Term Loan A become due, commencing on October 31,
1999, in the amount of approximately $12 million in such year. Thereafter and
through the sixth anniversary of the Funding Date, annual principal payments
under Term Loan A range from $25 million to a maximum of $62.5 million with
Term Loan A expiring and the then outstanding principal amount becoming due and
repayable in full in year six. Principal amounts under Term Loan B become due,
commencing on October 31, 1999, in the amount of $1 million in each year
through the sixth anniversary of the Funding Date, with Term Loan B expiring
and the then outstanding principal amount becoming due and repayable in full in
equal quarterly installments in year seven. Principal amounts under Term Loan C
become due, commencing on October 31, 1999, in the amount of $1 million in each
year through the seventh anniversary of the Funding Date, with Term Loan C
expiring and the then outstanding principal amount becoming due and repayable
in full in equal quarterly installments in year eight. The revolving credit
facility expires, and is repayable in full on the sixth anniversary of the
Funding Date.

   The term loans each bear interest at a rate per annum equal to, at our
option, either the Base Rate or LIBOR, in each case plus an applicable margin.
The revolving credit facility bears interest at a rate per annum equal to, at
our option, either the Base Rate, LIBOR or the Adjusted Sterling Rate, in each
case plus an applicable margin. The applicable margin adjusts according to a
performance pricing grid based on our ratio of Consolidated Total Funded Debt
to Consolidated EBITDA (as defined therein). The "Base Rate" is defined as the
higher of Wells Fargo Bank, National Association's Prime Rate and the Federal
Funds Rate plus 0.50%. "LIBOR" is defined as the offered quotation by first
class banks in the London interbank market to Wells Fargo Bank, National
Association for dollar deposits, as adjusted for reserve requirements. The
"Adjusted Sterling Rate" is defined as the rate per annum displayed by Reuters
at which Sterling is offered to Wells Fargo Bank, National Association in the
London interbank market as determined by the British Bankers' Association.

   We are required to prepay the loans under our senior secured credit facility
with:

  .  100% of the net cash proceeds of all asset sales by us including sales
     of stock of our subsidiaries, net of selling expenses, taxes and
     prepayments of debt required in connection with the sale of such assets,
     subject to limited exceptions

  .  100% of the amount of any returned surplus assets of our or our
     subsidiaries' pension plans, net of transaction costs and taxes

  .  100% of the net cash proceeds of our or our subsidiaries' issuances of
     debt securities, subject to limited exceptions

  .  100% of the net cash proceeds received under any casualty insurance
     policy or as a result of any condemnation or similar action to the
     extent not expended on repairs or reinvested in replacement assets

                                       87


  .  50% of the net cash proceeds of our or our subsidiaries' issuances of
     equity securities, subject to limited exceptions and

  .  75% of excess cash flow if our leverage ratio is greater than or equal
     to 4.0 to 1.0, or 50% of excess cash flow if our leverage ratio is less
     than 4.0 to 1.0.

   Prepayments shall be applied first to the term loans and thereafter to the
loans under the revolving credit facility and the reduction of the commitments
thereunder. In addition, to the extent that the outstanding loans under the
revolving credit facility exceed the commitments under the revolving credit
facility, we shall be required to prepay the excess.

   We, at our option, may prepay the loans under our senior secured credit
facility in minimum principal amounts of $5 million without premium or penalty,
subject to reimbursement of the lenders' breakage or redeployment costs in the
case of prepayment of LIBOR loans or Sterling Rate loans.

   All of our wholly-owned domestic subsidiaries with gross revenues
aggregating 90% or more of our and our domestic subsidiaries' aggregate gross
revenues on a consolidated basis and, if not otherwise included, all of our
wholly-owned domestic subsidiaries with annual gross revenues of $5 million or
more will become guarantors of the senior secured credit facility. Our and the
guaranteeing entities' obligations shall be secured by a first priority
perfected security interest in all existing and after-acquired personal
property and all of our and the guaranteeing entities' after-acquired material
real property, including a pledge of the capital stock of the our domestic and
foreign subsidiaries with gross revenues aggregating 90% of more of our and our
domestic subsidiaries' aggregate gross revenues on a consolidated basis,
subject to certain exceptions.

   Our senior secured credit facility contains customary financial covenants,
which include a minimum current ratio, a minimum fixed charge coverage ratio, a
minimum level of EBITDA, as defined therein, and a maximum ratio of
Consolidated Total Funded Debt to Consolidated EBITDA, as defined therein. Our
senior secured credit facility contains customary covenants which include,
without limitation, restrictions on mergers, consolidations, acquisitions, sale
of assets, payment of dividends, redemptions or repurchases of stock,
transactions with stockholders and affiliates, liens, capital expenditures,
negative pledges, indebtedness, contingent obligations and investments. The
senior secured credit facility also prohibits prepayments of the notes and
amendments to the terms of the notes. Our senior secured credit facility
includes a material adverse effect event of default and other customary events
of default, including a change of control of us. Borrowings under the senior
secured credit facility are subject to numerous conditions.

6 1/2% Convertible Subordinated Debentures

   Our 6 1/2% Convertible Subordinated Debentures are due in 2012 and are
convertible into our common shares at the rate of $206.30 per share. Interest
is payable semiannually in February and August. Sinking fund payments
calculated to retire 70% of the debentures prior to maturity began in February
1998. The 6 1/2% Convertible Subordinated Debentures are subordinate to our
senior subordinated credit facility. As of April 30, 1999 we owed approximately
$1,935,000 on our 6 1/2% Convertible Subordinated Debentures.

8 5/8% Senior Subordinated Debentures

   Our 8 5/8% Senior Subordinated Debentures are due in 2004. Interest is
payable semiannually in January and July. The 8 5/8% Senior Subordinated
Debentures are subordinate to our senior secured credit facility. As of April
30, 1999, we owed approximately $6,455,000 on our Senior Subordinated
Debentures.

                                       88


                              PLAN OF DISTRIBUTION

   Each broker-dealer that receives new notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the new notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where the old
notes were acquired as a result of market-making activities or other trading
activities. We have agreed that for a period of not more than 180 days after
the effectiveness of the registration statement of which this prospectus forms
a part, we will make this prospectus, as amended or supplemented, available to
any broker-dealer that requests these documents from the Exchange Agent for use
in connection with resales of the new notes.

   We will not receive any proceeds from any sale of new notes by broker-
dealers. New notes received by broker-dealers for their own account in the
exchange offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the new notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any resale of the new notes may be made
directly to purchasers or to or though brokers or dealers who may receive
compensation in the form of commissions or concessions from any such broker-
dealer and/or the purchasers of any such new notes. Any broker-dealer that
resells new notes that were received by it for its own account in the exchange
offer and any broker or dealer that participates in a distribution of the new
notes may be deemed to be an "underwriter" within the meaning of the Securities
Act. Any profit on any resale of new notes and any commissions or concessions
received by any persons deemed to be underwriters may be deemed to be
underwriting compensation under the Securities Act. The enclosed letter of
transmittal states that by acknowledging that it will deliver and be delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

   Following completion of the exchange offer, we may, in our sole discretion,
commence one or more additional exchange offers to holders of old notes who did
not exchange their old notes for new notes in the exchange offer on terms which
may differ from those contained in the prospectus and the enclosed letter of
transmittal. This prospectus, as it may be amended or supplemented from time to
time, may be used by us in connection with any additional exchange offers.
These additional exchange offers may take place from time to time until all
outstanding old notes have been exchanged for new notes, subject to the terms
and conditions contained in the prospectus and letter of transmittal
distributed by us in connection with these additional exchange offers.

                                       89


                                 LEGAL MATTERS

   The legality of the new notes will be passed upon for us by Skadden, Arps,
Slate, Meagher & Flom LLP, Los Angeles, California.

                                    EXPERTS

   The consolidated balance sheets of URS Corporation and subsidiaries as of
October 31, 1998 and 1997, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the
years in the three-year period ended October 31, 1998 incorporated in this
prospectus by reference to the Annual Report on Form 10-K/A of URS Corporation
for the year ended October 31, 1998 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

   The consolidated statements of financial position of Dames & Moore and
subsidiaries as of March 26, 1999 and March 27, 1998 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended March 26, 1999 are
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

   We are incorporating by reference into this prospectus the information we
file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until the expiration of the exchange offer. This means that we are disclosing
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus.
The information that we file later with the SEC will automatically update and
supersede information in this prospectus. We have filed the following documents
with the SEC, and we are incorporating those documents in this prospectus by
reference:

       (1)our Annual Report on Form 10-K for the fiscal year ended October
  31, 1998

       (2)our Annual Report on Form 10-K/A for the fiscal year ended October
  31, 1998, filed August 4, 1999

       (3)our Quarterly Reports on Form 10-Q for the fiscal quarters ended
  January 31, 1999 and April 30, 1999

       (4)our Quarterly Report on Form 10-Q/A for the fiscal quarter ended
  April 30, 1999, filed August 4, 1999


       (5)our Current Report on Form 8-K filed May 7, 1999

       (6)our Current Report on Form 8-K filed June 8, 1999

       (7)our Current Report on Form 8-K filed June 11, 1999

       (8)our Current Report on Form 8-K/A filed June 22, 1999

       (9)our Current Report on Form 8-K filed July 1, 1999

      (10)our Current Report on Form 8-K/A filed August 4, 1999 and

      (11)our Proxy Statement on Schedule 14A for our Annual Meeting of
  Stockholders on March 23, 1999.

                                       90


   You may request a free copy of any of our filings with the SEC by writing or
telephoning us at URS Corporation, 100 California Street, Suite 500, San
Francisco, California 94111-4529, Attention: Chief Financial Officer, (415)
774-2700.

                             AVAILABLE INFORMATION

   We have filed with the SEC a Registration Statement on Form S-4, of which
this prospectus forms a part, under the Securities Act, in connection with our
offering of the new notes. As permitted by the rules and regulations of the
SEC, this prospectus does not contain all of the information in the
registration statement. You will find additional information about us, the
subsidiary guarantors and the new notes in the registration statement. Any
statements made in this prospectus concerning the provisions of legal documents
are not necessarily complete and you should read the documents that are filed
as exhibits to the registration statement.

   We do not expect that the subsidiary guarantors will be subject to the
informational requirements of the Exchange Act. You may inspect and copy the
registration statement, including exhibits, and, when filed, our periodic
reports, statements and other information filed with the SEC at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at 7 World Trade Center, New York, New York 10048 and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies may be obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC also
maintains a Web site at http://www.sec.gov which will contain, when filed, our
reports, statements and other information filed with the SEC.

                                       91


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

   We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must
not rely on unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in
this prospectus is current as of          , 1999.

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

                               TABLE OF CONTENTS



                                                                          Page
                                                                          ----
                                                                       
Prospectus Summary.......................................................   1
Risk Factors.............................................................   8
Forward-Looking Statements...............................................  16
Use of Proceeds..........................................................  17
The Exchange Offer.......................................................  18
United States Federal Income Tax Consequences............................  27
The Dames & Moore Acquisition and Financing Plan ........................  30
Capitalization...........................................................  33
Selected Consolidated Financial Information of URS Corporation...........  34
Management's Discussion and Analysis of Results of Operations and
 Financial Condition.....................................................  35
Description of Notes.....................................................  43
Description of Our Other Principal Indebtedness..........................  87
Plan of Distribution.....................................................  89
Legal Matters............................................................  90
Experts..................................................................  90
Incorporation of Documents By Reference..................................  90
Available Information....................................................  91


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


                                  $200,000,000

                          [LOGO OF URS CORPORATION]

                          12 1/4% Senior Subordinated

                            Exchange Notes due 2009


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

                                   PROSPECTUS
                                ---------------


                                        , 1999

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


                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify any person who was or is a party or witness or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reasons of the
fact that he or she is or was a director, officer, employee or agent of the
corporation) by reasons of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise. Depending on the character of the proceeding, a
corporation may indemnify against expenses, costs and fees (including
attorneys' fees) judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the
person indemnified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. If the person indemnified is not
wholly successful in such action, suit or proceeding, but is successful, on the
merits or otherwise, in one or more but less than all claims, issues or matters
in such proceeding, he or she may be indemnified against expenses actually and
reasonably incurred in connection with each successfully resolved claim, issue
or matter. In the case of an action or suit by or in the right of the
corporation, no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery of the
State of Delaware, or the court in which such action or suit was brought, shall
determine that, despite the adjudication of liability, such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Section 145 provides that, to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or manner therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

   Our By-laws provide for our indemnification of our directors and officers to
the fullest extent permitted by Delaware law and such right to indemnification
shall continue as to a person who has ceased to be our director or officer and
shall inure to the benefit of his or her heirs, executors and administrators.
Our By-laws provide that every person will be indemnified against any and all
judgments, fines, expenses including attorney fees, amounts paid in settling or
otherwise disposing of threatened, pending or completed actions, suits or
proceedings (including an action by or in the right of us, subject to certain
conditions), whether by fact that he is or was our director or officer or is or
was serving at our request as a director or officer of another corporation,
subject in all instances to the requirements that such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to our best interests, and with respect to any criminal action or proceeding,
had no reasonable cause to believe such person's conduct was unlawful. While
these provisions provide directors with protection from awards for monetary
damages for breaches of their duty of care, they do not eliminate such duty.
Accordingly, these provisions will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care.

                                      II-1


   We have purchased and maintain insurance to protect persons entitled to
indemnification in accordance with our By-laws against liabilities asserted
against or incurred by them in their capacity or arising out of their status.

Item 21. Exhibits.

   The following exhibits are filed as part of this Registration Statement:



 Exhibit No.                             Description
 -----------                             -----------
          
   1.1       Placement Agreement, dated June 18, 1999, by and among URS
             Corporation, the subsidiaries of URS Corporation listed on
             Schedule I thereto, as guarantors, and Morgan Stanley & Co.
             Incorporated, as placement agent, filed as Exhibit 2.7 to our
             Current Report on Form 8-K, filed July 1, 1999 and incorporated
             herein by reference.
   2.1       Agreement and Plan of Merger, dated May 5, 1999, among Dames &
             Moore Group, URS Corporation and Demeter Acquisition Corporation,
             filed as Exhibit 2.1 to our Current Report on Form 8-K, filed May
             7, 1999 and incorporated herein by reference.
   4.1       Indenture, dated as of February 15, 1987, between URS Corporation
             and First Interstate Bank of California, Trustees, relating to
             $57.5 million of our 6 1/2% Convertible Subordinated Debentures
             Due 2012, filed as Exhibit 4.10 to our Registration Statement on
             Form S-2 (SEC File No. 33-11668) and incorporated herein by
             reference.
   4.2       Amendment Number 1 to Indenture governing 6 1/2% Convertible
             Subordinated Debentures due 2012, dated February 21, 1990, between
             URS Corporation and First Interstate Bank of California, Trustee,
             filed as Exhibit 4.9 to our Registration Statement on Form S-1
             (SEC File No. 33-56296) and incorporated herein by reference.
   4.3       Indenture, dated as of March 16, 1989, between URS Corporation and
             MTrust Corp., National Association, Trustee relating to our 8 5/8%
             Senior Subordinated Debentures due 2004, filed as Exhibit 13C to
             our Form T-3 under the Trust Indenture Act of 1939 (SEC File No.
             22-19189) and incorporated herein by reference.
   4.4       Amendment Number 1 to Indenture governing 8 5/8% Senior
             Subordinated Debentures due 2004, dated as of April 7, 1989, filed
             as Exhibit 4.11 to our Registration Statement on Form S-1 (SEC
             File No. 33-56296) and incorporated herein by reference.
   4.5       Amendment Number 2 to Indenture governing 8 5/8% Senior
             Subordinated Debentures due 2004, dated February 21, 1990, between
             URS Corporation and MTrust Corp. National Association, Trustee,
             filed as Exhibit 4.12 to our Registration Statement on Form S-1
             (SEC File No. 33-56296) and incorporated herein by reference.
   4.6       Indenture, dated as of June 23, 1999, by and among URS
             Corporation, as issuer, the Subsidiary Guarantors, as defined
             therein, and Firstar Bank of Minnesota, N.A., as Trustee, relating
             to our 12 1/4% Senior Subordinated Notes due 2009, filed as
             Exhibit 2.5 to our Current Report on Form 8-K, filed July 1, 1999
             and incorporated herein by reference.
   4.7       Registration Rights Agreement dated June 23, 1999, by and among
             URS Corporation, the Guarantors listed on Annex A thereto and
             Morgan Stanley & Co. Incorporated, filed as Exhibit 2.6 to our
             Current Report on Form 8-K, filed July 1, 1999, and incorporated
             herein by reference.
   4.8       Form of URS Corporation 12 1/4% Senior Subordinated Note due 2009
             (included in Exhibit 4.6).
   4.9       Form of URS Corporation 12 1/4% Senior Subordinated Exchange Note
             due 2009 (included in Exhibit 4.6).
  +5.1       Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
             legality of the securities being registered hereby.
  23.1       Consent of PricewaterhouseCoopers LLP.
  23.2       Consent of KPMG LLP.



                                      II-2




 Exhibit No.                            Description
 -----------                            -----------
          
  23.3       Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
             Exhibit 5.1).
  24.1       Powers of Attorney (included in the signature pages to the
             Registration Statement).
 +28.1       Form T-1 Statement of Eligibility of Firstar Bank of Minnesota,
             N.A., as trustee.
  99.1       Form of Letter or Transmittal.
  99.2       Form of Guidelines for Certification of Taxpayer Identification
             Number on Substitute Form W-9.
  99.3       Form of Notice of Guaranteed Delivery.
  99.4       Form of Letter to Brokers, Dealers, Commercial Banks, Trust
             Companies and Other Nominees.
  99.5       Form of Letter to Clients.

- --------

+ To be filed by an amendment to this Registration Statement.

Item 22. 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:

       (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;

       (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Securities and Exchange Commission pursuant to Rule 424(b) if,
    in the aggregate, the changes in volume and price represent no more
    than 20 percent change in the maximum aggregate offering price set
    forth in the "Calculation of Registration Fee" table in the effective
    registration statement; and

       (iii) To include any material information with respect to the plan
    of distribution not previously disclosed in the registration statement
    or any material change to such information in the registration
    statement.

     (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 offering.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by one or more
of the registrants 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

                                      II-3


asserted by such director, officer or controlling person in connection with the
securities being registered, each 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 Securities Act and will be governed
by the final adjudication of such issue.

   The undersigned registrants hereby undertake to file an application for the
purposes of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act, as amended (the "TIA"), in
accordance with the rules and regulation prescribed by the Commission under
Section 305(b)(2) of the TIA.

                                      II-4


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Francisco, State of California, on this 31st day
of July, 1999.

                                          URS CORPORATION

                                                 /s/ Kent P. Ainsworth
                                          By:
                                              --------------------------------
                                              Kent P. Ainsworth
                                              Executive Vice President,
                                              Chief Financial Officer and
                                              Secretary

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                    
     /s/ Martin Koffel                     /s/ Kent P. Ainsworth
 -------------------------------------- --------------------------------------
 Martin Koffel                          Kent P. Ainsworth
 Chief Executive Officer, President and Executive Vice President,
 Chairman of the Board                  Chief Financial Officer and Secretary
 (Principal Executive Officer)          (Principal Financial and Accounting
                                        Officer)
    /s/ Richard C. Blum                    /s/ Armen Der Marderosian
 -------------------------------------- --------------------------------------
 Richard C. Blum                        Armen Der Marderosian
 Vice Chairman of the Board             Director
    /s/ S. Robert Foley, Jr.                /s/ Richard B. Madden
 -------------------------------------- --------------------------------------
 Admiral S. Robert Foley, Jr. USN       Richard B. Madden
 (Ret.)                                 Director
 Director
     /s/ Jean-Yves Perez                  /s/ Richard Q. Praeger
 -------------------------------------- --------------------------------------
 Jean-Yves Perez                      Richard Q. Praeger
 Director                             Director

     /s/ Irwin L. Rosenstein              /s/ William D. Walsh
 -------------------------------------- --------------------------------------
 Irwin L. Rosenstein                  William D. Walsh
 Director                             Director

 


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC., a
                                          Colorado corporation


                                          By:    /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
     /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

        /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                      II-6


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC., a
                                          Connecticut corporation


                                                  /s/ Irwin L. Rosenstein
                                          By: _________________________________
                                            Irwin L. Rosenstein President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
    /s/ Irwin L. Rosenstein               /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

       /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                      II-7


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC., a
                                          Maryland corporation

                                                /s/ Irwin L. Rosenstein
                                          By: _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.


   /s/ Irwin L. Rosenstein                /s/ Kent P. Ainsworth
- --------------------------------          -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)


  /s/ William A. Stevenson                  /s/ Jerry L. Glass
________________________________          ___________________________________
William A. Stevenson                      Jerry L. Glass
Director                                  Director

                                      II-8


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC. --
                                          CALIFORNIA


                                          By:   /s/ Irwin L. Rosenstein
                                             _________________________________
                                             Irwin L. Rosenstein

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
       /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer and Director
                                          (Principal Financial and Accounting
                                          Officer)

         /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                      II-9


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC. --
                                          OHIO


                                          By:  /s/ Irwin L. Rosenstein
                                             _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       


    /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
________________________________________  ______________________________________
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)



    /s/ Richard L. DeWitt
________________________________________
Richard L. DeWitt
Director



                                     II-10


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC. --
                                          WASHINGTON


                                          By:   /s/ Irwin L. Rosenstein
                                             _________________________________
                                             Irwin L. Rosenstein
                                             President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
    /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)
        /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-11


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC.
                                          GREAT LAKES


                                          By:   /s/ Irwin L. Rosenstein
                                             _________________________________
                                             Irwin L. Rosenstein
                                             President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       


    /s/ Irwin L. Rosenstein                      /s/ Kent P. Ainsworth
________________________________________     ___________________________________
Irwin L. Rosenstein                          Kent P. Ainsworth
President and Director                       Executive Vice President, Chief
(Principal Executive Officer)                Financial Officer, Secretary and
                                             Director
                                             (Principal Financial and Accounting
                                             Officer)


    /s/ William A. Stevenson                     /s/ Richard L. DeWitt
________________________________________     __________________________________
William A. Stevenson                         Richard L. DeWitt
Director                                     Director



                                     II-12


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC.
                                          PACIFIC


                                          By:    /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July  , 1999 by the following persons
in the capacities indicated.

                                       
     /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)
        /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-13


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC.
                                          SOUTHERN


                                          By:   /s/ Irwin L. Rosenstein
                                             _________________________________
                                             Irwin L. Rosenstein
                                             President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
     /s/ Irwin L. Rosenstein                    /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)
        /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-14


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE, INC.
                                          SOUTHWEST


                                          By:   /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
         /s/ Irwin L. Rosenstein                  /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

      /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-15


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE GROUP,
                                          INC.


                                                  /s/ Irwin L. Rosenstein
                                          By: _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
      /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

       /s/ Martin M. Koffel                         /s/ Joseph Masters
- ------------------------------------      -------------------------------------
Martin M. Koffel                          Joseph Masters
Director                                  Director



                                     II-16


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE GROUP
                                           CONSULTANTS, INC.


                                          By:   /s/ Irwin L. Rosenstein
                                             _________________________________
                                             Irwin L. Rosenstein President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
     /s/  Irwin L. Rosenstein                      /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

        /s/ Martin M. Koffel                    /s/ Marvin J. Bloom
- ------------------------------------      -------------------------------------
Martin M. Koffel                          Marvin J. Bloom
Director                                  Director

     /s/ Thomas J. Clancy                       /s/ Francis J. Geran
- ------------------------------------      -------------------------------------
Thomas J. Clancy                          Francis J. Geran
Director                                  Director



                                     II-17


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE
                                           CONSULTANTS, INC.


                                          By:   /s/ Irwin L. Rosenstein
                                             _________________________________
                                             Irwin L. Rosenstein President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
        /s/ Irwin L. Rosenstein                 /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)
     /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-18


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE
                                          CONSULTANTS, INC.--COLORADO


                                          By:   /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
      /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

         /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-19


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS CONSULTANTS, INC.--FLORIDA


                                          By:   /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
        /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

        /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-20


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Sacramento, State of California, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE FEDERAL
                                          SERVICES, INC.


                                          By:   /s/ Gary V. Jandegian
                                              _________________________________
                                              Gary V. Jandegian
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
       /s/ Gary V. Jandegian                    /s/ Donald K. Whitenight
- ------------------------------------      -------------------------------------
Gary V. Jandegian                         Donald K. Whitenight
President and Director                    Director
(Principal Executive Officer)
(Principal Financial and Accounting
Officer)



                                     II-21


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Francisco, State of California, on this 31st day
of July, 1999.

                                          URS GREINER WOODWARD-CLYDE LICENSING
                                          CORP.


                                                   /s/ Cynthia Jorgensen
                                          By: _________________________________
                                              Cynthia Jorgensen
                                              President and Treasurer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
    /s/ Cynthia Jorgensen                        /s/ John P. Garniewski, Jr.
- ------------------------------------      -------------------------------------
Cynthia Jorgensen                         John P. Garniewski, Jr.
President, Treasurer and Director         Director
(Principal Executive Officer)
(Principal Financial and Accounting
Officer)




                                     II-22


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE OPERATING
                                          SERVICES, INC.


                                          By:   /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
    /s/ Irwin L. Rosenstein                   /s/ Cynthia L. Jorgensen
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Cynthia L. Jorgensen
President and Director                    Vice President and Treasurer
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)
    /s/ Peter J. Pedalino
- ------------------------------------
Peter J. Pedalino
Director



                                     II-23


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE
                                          INTERNATIONAL AMERICAS, INC.


                                          By:    /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
    /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

       /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-24


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE
                                          INTERNATIONAL HOLDINGS, INC.


                                          By:   /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
    /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)


     /s/ Jean-Yves Perez                           /s/ Joeseph Masters
- ------------------------------------      -------------------------------------
Jean-Yves Perez                           Joseph Masters
Director                                  Director



                                     II-25


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          URS GREINER WOODWARD-CLYDE
                                           ENGINEERING, INC.


                                          By:  /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
      /s/ Irwin L. Rosenstein                    /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Executive Vice President, Chief
(Principal Executive Officer)             Financial Officer, Secretary and
                                          Director
                                          (Principal Financial and Accounting
                                          Officer)

       /s/ Martin M. Koffel
- ------------------------------------
Martin M. Koffel
Director



                                     II-26


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 31st day of
July, 1999.

                                          WVP CORPORATION


                                          By:  /s/ Irwin L. Rosenstein
                                              _________________________________
                                              Irwin L. Rosenstein
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.


      /s/ Irwin L. Rosenstein                   /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Irwin L. Rosenstein                       Kent P. Ainsworth
President and Director                    Vice President and Chief Financial
(Principal Executive Officer)             Officer (Principal Financial and
                                          Accounting Officer)

    /s/ Dan L. Chilton
- ------------------------------------      -------------------------------------
Dan L. Chilton                            William A. Stevenson
Director                                  Director

                                     II-27


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado, on this 31st day of July,
1999.

                                          GCH ACQUISITION CORPORATION

                                                  /s/ Jean-Yves Perez
                                          By:
                                              ---------------------------------
                                              Jean-Yves Perez
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
          /s/ Jean-Yves Perez                       /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Jean-Yves Perez                           Kent P. Ainsworth
President and Director                    Secretary
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)

         /s/ Peter J. Nicholson
- ------------------------------------



                                     II-28


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado, on this 31st day of July,
1999.

                                          GEO-CON, INC.


                                          By:    /s/ Jean-Yves Perez
                                              _________________________________
                                              Jean-Yves Perez
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
       /s/ Jean-Yves Perez                       /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Jean-Yves Perez                           Kent P. Ainsworth
President and Director                    Secretary
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)

          /s/ Peter J. Nicholson
- ------------------------------------
Peter J. Nicholson
Director



                                     II-29


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Francisco, State of California, on this 31st day
of July, 1999.

                                          DAMES & MOORE GROUP


                                          By:    /s/ Martin M. Koffel
                                             ---------------------------------
                                             Martin M. Koffel
                                             Chairman of the Board and Chief
                                             Executive Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
   /s/ Martin M. Koffel                        /s/ Kent P. Ainsworth
- ------------------------------------      -------------------------------------
Martin M. Koffel                          Kent P. Ainsworth
Chairman of the Board and Chief           Chief Financial Officer and Director
Executive Officer                         (Principal Financial and Accounting
(Principal Executive Officer)             Officer)

   /s/ Joseph Masters                          /s/ Jean-Yves Perez
- ------------------------------------      -------------------------------------
Joseph Masters                            Jean-Yves Perez
Director                                  Director

    /s/ Arthur C. Darrow
- ------------------------------------
Arthur C. Darrow
Director



                                     II-30


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Covina, State of California, on this 31st day of
July, 1999.

                                        AMAN ENVIRONMENTAL CONSTRUCTION, INC.


                                        By:   /s/ Steven M. Aman
                                            ____________________________________
                                            Steven M. Aman
                                            President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.


                                       
    /s/ Steven M. Aman                            /s/ Mark A. Snell
- ------------------------------------      -------------------------------------
Steven M. Aman                            Mark A. Snell
President                                 Chief Financial Officer
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)


     /s/ Alan P. Krusi                           /s/ Kevin J. Freeman
- ------------------------------------      -------------------------------------
Alan P. Krusi                             Kevin J. Freeman
Director                                  Director



                                     II-31


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Minneapolis, State of Minnesota, on this 31st day of
July, 1999.

                                          BRW GROUP, INC.


                                          By:   /s/ Richard Volsfeld
                                              _________________________________
                                              Richard Volsfeld
                                              Senior Vice President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.


                                       
/s/ Richard Volsfeld                      /s/ Mark A. Snell
- ------------------------------------      -------------------------------------
Richard Volsfeld                          Mark A. Snell
Senior Vice President                     Chief Financial Officer
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)

          /s/ Arthur C. Darrow                   /s/ Donald E. Hunt
- ------------------------------------      -------------------------------------
Arthur C. Darrow                          Donald E. Hunt
Director                                  Director

       /s/ Glenn D. Martin
- ------------------------------------
Glenn D. Martin
Director



                                     II-32


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Covina, State of California, on this 31st day of
July, 1999.

                                          CLEVELAND WRECKING COMPANY


                                          By:  /s/ James Sheridan
                                              _________________________________
                                              James Sheridan President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       

    /s/ James Sheridan                         /s/ Mark A. Snell
- ------------------------------------      -------------------------------------
James Sheridan                            Mark A. Snell
President                                 Chief Financial Officer and Director
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)



                                     II-33


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Covina, State of California, on this 31st day of
July, 1999.

                                          CONTRACTING RESOURCES INTERNATIONAL,
                                          INC.


                                          By:   /s/ Steven M. Aman
                                              _________________________________
                                              Steven M. Aman
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
        /s/ Steven M. Aman                       /s/ Mark A. Snell
- ------------------------------------      -------------------------------------
Steven M. Aman                            Mark A. Snell
President                                 Chief Financial Officer and Director
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)

      /s/ Alan P. Krusi                          /s/ Kevin J. Freeman
- ------------------------------------      -------------------------------------
Alan P. Krusi                             Kevin J. Freeman
Director                                  Director

         /s/ William Webb
- ------------------------------------
William Webb
Director



                                     II-34


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, State of California, on this 31st day
of July, 1999.

                                          DAMES & MOORE, INC.


                                          By:    /s/ Arthur C. Darrow
                                             _________________________________
                                             Arthur C. Darrow Chief Executive
                                             Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
       /s/ Arthur C. Darrow                       /s/ Mark A. Snell
- -------------------------------------     -------------------------------------
Arthur C. Darrow                          Mark A. Snell
Chief Executive Officer and Director      Chief Financial Officer and Director
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)



                                     II-35


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Torrance, State of California, on this 31st day of
July, 1999.

                                          DECISIONQUEST, INC.


                                          By:  /s/ Philip K. Anthony
                                             _________________________________
                                             Philip K. Anthony President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       

    /s/ Philip K. Anthony                     /s/ Mark A. Snell
________________________________________  ______________________________________
Philip K. Anthony                         Mark A. Snell
President and Director                    Chief Financial Officer
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)



    /s/ Arthur C. Darrow                      /s/ Henry Klehn, Jr.
________________________________________  ______________________________________
Arthur C. Darrow                          Henry Klehn, Jr.
Director                                  Director



    /s/ Stephanie A. Hunter                   /s/ Donald E. Vinson
________________________________________  ______________________________________
Stephanie A. Hunter                       Donald E. Vinson
Director                                  Director



                                     II-36


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, State of California, on this 31st day
of July, 1999.

                                          O'BRIEN-KREITZBERG, INC.


                                          By:  /s/ Alan P. Krusi
                                              _________________________________
                                              Alan P. Krusi
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
         /s/ Alan P. Krusi                        /s/ Mark A. Snell
- ------------------------------------      -------------------------------------
Alan P. Krusi                             Mark A. Snell
President and Director                    Chief Financial Officer
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)

         /s/ Arthur C. Darrow             /s/ Kevin J. Freeman
- ------------------------------------      -------------------------------------
Arthur C. Darrow                          Kevin J. Freeman
Director                                  Director

        /s/ Thomas W. Bishop                    /s/ Fred C. Kreitzberg
- ------------------------------------      -------------------------------------
Thomas W. Bishop                          Fred C. Kreitzberg
Director                                  Director



                                     II-37


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, State of California, on this 31st day
of July, 1999.

                                          RADIAN ACQUISITION CORPORATION


                                                   /s/ Mark A. Snell
                                          By:
                                              ---------------------------------
                                              Mark A. Snell
                                              Chief Financial Officer and
                                              Secretary

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
       /s/ Mark A. Snell                        /s/ Arthur C. Darrow
- ------------------------------------      -------------------------------------
Director (Principal Executive Officer)
(Principal Financial and Accounting
Officer)



                                     II-38


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, State of California, on this 31st day
of July, 1999.

                                          RADIAN INTERNATIONAL LLC


                                          By:   /s/ Arthur C. Darrow
                                              _________________________________
                                              Arthur C. Darrow
                                              Chairman

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
          /s/ Arthur C. Darrow                       /s/ Mark A. Snell
- ------------------------------------      -------------------------------------
Arthur C. Darrow                          Mark A. Snell
Chairman and Director                     Chief Financial Officer and Director
(Principal Executive Officer)             (Principal Financial and
                                          Accounting Officer)



                                     II-39


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hayward, State of California, on this 31st day of
July, 1999.

                                          SIGNET TESTING LABORATORIES, INC.


                                          By:    /s/ Edwin L. Parker
                                              _________________________________
                                              Edwin L. Parker
                                              President

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
          /s/ Edwin L. Parker                   /s/ Mark A. Snell
- ------------------------------------      ------------------------------------
Edwin L Parker                            Mark A. Snell
President and Director                    Chief Financial Officer
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)

    /s/ Kevin J. Freeman
- ------------------------------------
Kevin J. Freeman
Director



                                     II-40


   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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New Orleans, State of Louisiana, on this 31st day of
July, 1999.

                                          WALK, HAYDEL & ASSOCIATES, INC.


                                          By:    /s/ Peter R. Quirk
                                             _________________________________
                                             Peter R. Quirk
                                             President and Chief Executive
                                             Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kent P. Ainsworth and Joseph Masters, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his or
her behalf, individually and in the capacities stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as such
signatory might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 31, 1999 by the following
persons in the capacities indicated.

                                       
     /s/ Peter R. Quirk                            /s/ Mark A. Snell
- ------------------------------------      -------------------------------------
Peter R. Quirk                            Mark A. Snell
President and Chief Executive Officer     Chief Financial Officer
(Principal Executive Officer)             (Principal Financial and Accounting
                                          Officer)

        /s/ Arthur C. Darrow                     /s/ Glenn D. Martin
- ------------------------------------      -------------------------------------
Arthur C. Darrow                          Glenn D. Martin
Director                                  Director

    /s/ Henry Klehn, Jr.                        /s/ Frank H. Walk
- ------------------------------------      -------------------------------------
Henry Klehn, Jr.                          Frank H. Walk
Director                                  Director



                                     II-41


                                 EXHIBIT INDEX



 Exhibit
   No.                                 Description
 -------                               -----------
      
   1.1   Placement Agreement, dated June 18, 1999, by and among URS
         Corporation, the subsidiaries of URS Corporation listed on Schedule I
         thereto, as guarantors, and Morgan Stanley & Co. Incorporated, as
         placement agent, filed as Exhibit 2.7 to our Current Report on Form 8-
         K, filed July 1, 1999 and incorporated herein by reference.
   2.1   Agreement and Plan of Merger, dated May 5, 1999, among Dames & Moore
         Group, URS Corporation and Demeter Acquisition Corporation, filed as
         Exhibit 2.1 to our Current Report on Form 8-K, filed May 7, 1999 and
         incorporated herein by reference.
   4.1   Indenture, dated as of February 15, 1987, between URS Corporation and
         First Interstate Bank of California, Trustees, relating to $57.5
         million of our 6 1/2% Convertible Subordinated Debentures Due 2012,
         filed as Exhibit 4.10 to our Registration Statement on Form S-2 (SEC
         File No. 33-11668) and incorporated herein by reference.
   4.2   Amendment Number 1 to Indenture governing 6 1/2% Convertible
         Subordinated Debentures due 2012, dated February 21, 1990, between URS
         Corporation and First Interstate Bank of California, Trustee, filed as
         Exhibit 4.9 to our Registration Statement on Form S-1 (SEC File No.
         33-56296) and incorporated herein by reference.
   4.3   Indenture, dated as of March 16, 1989, between URS Corporation and
         MTrust Corp., National Association, Trustee relating to our 8 5/8%
         Senior Subordinated Debentures due 2004, filed as Exhibit 13C to our
         Form T-3 under the Trust Indenture Act of 1939 (SEC File No. 22-19189)
         and incorporated herein by reference.
   4.4   Amendment Number 1 to Indenture governing 8 5/8% Senior Subordinated
         Debentures due 2004, dated as of April 7, 1989, filed as Exhibit 4.11
         to our Registration Statement on Form S-1 (SEC File No. 33-56296) and
         incorporated herein by reference.
   4.5   Amendment Number 2 to Indenture governing 8 5/8% Senior Subordinated
         Debentures due 2004, dated February 21, 1990, between URS Corporation
         and MTrust Corp. National Association, Trustee, filed as Exhibit 4.12
         to our Registration Statement on Form S-1 (SEC File No. 33-56296) and
         incorporated herein by reference.
   4.6   Indenture, dated as of June 23, 1999, by and among URS Corporation, as
         issuer, The Subsidiary Guarantors, as defined therein, and Firstar
         Bank of Minnesota, N.A., as Trustee, relating to our 12 1/4% Senior
         Subordinated Notes due 2009, filed as Exhibit 2.5 to our Current
         Report on Form 8-K, filed July 1, 1999 and incorporated herein by
         reference.

   4.7   Registration Rights Agreement dated June 23, 1999, by and among URS
         Corporation, the Guarantors listed on Annex A thereto and Morgan
         Stanley & Co. Incorporated, filed as Exhibit 2.6 to our Current Report
         on Form 8-K, filed July 1, 1999, and incorporated herein by reference.
   4.8   Form of URS Corporation 12 1/4% Senior Subordinated Note due 2009
         (included in Exhibit 4.6).
   4.9   Form of URS Corporation 12 1/4% Senior Subordinated Exchange Note due
         2009 (included in Exhibit 4.6)
  +5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
         legality of the securities being registered hereby.
  23.1   Consent of PricewaterhouseCoopers LLP.

  23.2   Consent of KPMG LLP.
  23.3   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
         Exhibit 5.1).
  24.1   Powers of Attorney (included in the signature pages to the
         Registration Statement).
 +28.1   Form T-1 Statement of Eligibility of Firstar Bank of Minnesota, N.A.,
         as trustee.





 Exhibit
   No.                                 Description
 -------                               -----------
      
  99.1   Form of Letter or Transmittal.
  99.2   Form of Guidelines for Certification of Taxpayer Identification Number
         on Substitute Form W-9.
  99.3   Form of Notice of Guaranteed Delivery.
  99.4   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
         and Other Nominees.
  99.5   Form of Letter to Clients.

- --------
+ To be filed by an amendment to this Registration Statement.

EX-23.1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

   We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of URS Corporation of our report dated December 18, 1998,
except for Note 16, as to which the date is July 27, 1999, relating to the
financial statements appearing in URS Corporation's Annual Report on Form 10-
K/A for the year ended October 31, 1998. We also consent to the references to
us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Francisco, California
August 3, 1999

EX-23.2

                                                                    EXHIBIT 23.2

                        Consent of Independent Auditors'

The Board of Directors
Dames & Moore Group:

   We consent to the incorporation by reference of our report dated May 21,
1999, except as to Note 19 which is as of August 2, 1999, with respect to the
consolidated statements of financial position as of March 26, 1999 and March
27, 1998 and the related consolidated statements of operations, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended March 26, 1999, and the related schedule, which report is
incorporated by reference in the Form S-4 of URS Corporation and to the
reference to our firm under the heading Experts in the registration statement.

                                          KPMG LLP

Los Angeles, California
August 4, 1999

EX-99.1

                                                                   Exhibit 99.1
                             LETTER OF TRANSMITTAL

                                URS Corporation

                               Offer to Exchange
             12 1/4% Senior Subordinated Exchange Notes due 2009,
   which have been registered under the Securities Act of 1933, as amended,
              pursuant to the Prospectus, dated          , 1999,
                        for All Issued and Outstanding
                  12 1/4% Senior Subordinated Notes due 2009

 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
    , 1999, UNLESS THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
       PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.


                 The Exchange Agent for the Exchange Offer is:

                        FIRSTAR BANK OF MINNESOTA, N.A.

                                                              
  By Regular or Certified                       By Facsimile:           By Overnight Courier or Hand:
            Mail:
                              (Eligible Guarantor Institutions Only)

 Firstar Bank of Minnesota,      Firstar Bank of Minnesota, N.A.     Firstar Bank of Minnesota, N.A.
            N.A.
    101 E. Fifth Street                101 E. Fifth Street                 101 E. Fifth Street
 St. Paul, Minnesota 55101          St. Paul, Minnesota 55101           St. Paul, Minnesota 55101
  Attention: Frank Leslie            Attention: Frank Leslie             Attention: Frank Leslie
                                       Fax: (651) 229-6415

                                     To Confirm by Telephone
                                     or for Information Call:

                                 Firstar Bank of Minnesota, N.A.
                                       101 E. Fifth Street
                                    St. Paul, Minnesota 55101
                                     Attention: Frank Leslie
                                      Phone: (651) 229-2600

 

  Delivery of this Letter of Transmittal to an address other than those listed
above, or transmission of instructions by facsimile other than as set forth
above, will not constitute a valid delivery of your Old Notes.

  By signing this Letter of Transmittal, you hereby acknowledge that you have
received and reviewed the Prospectus, dated          , 1999, of URS
Corporation and this Letter of Transmittal. The Prospectus, together with this
Letter of Transmittal, constitutes URS Corporation's offer to exchange an
aggregate principal amount of up to $200,000,000 of its 12 1/4% Senior
Subordinated Exchange Notes due 2009 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of our issued and outstanding 12 1/4%
Senior Subordinated Notes due 2009 (the "Old Notes"). The Old Notes were
issued in an offering under Rule 144A of the Securities Act that was not
registered under the Securities Act. This Exchange Offer is being extended to
all holders of the Old Notes.

  If you decide to tender your Old Notes, and we accept the Old Notes, this
will constitute a binding agreement between you and URS Corporation, subject
to the terms and conditions set forth in the Prospectus and this Letter of
Transmittal. Unless you comply with the procedures described in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures," you
must do one of the following on or prior to the expiration of the Exchange
Offer to participate in the Exchange Offer:

  .  tender your Old Notes by sending the certificates for your Old Notes, in
     proper form for transfer, a properly completed and duly executed Letter
     of Transmittal, with any required signature guarantees,


     and all other documents required by this Letter of Transmittal to the
     Exchange Agent at one of the addresses listed above; or

  .  tender your Old Notes by using the book-entry transfer procedures
     described in the Prospectus under the caption "The Exchange Offer --
     Book-Entry Transfer," and transmitting this Letter of Transmittal, with
     any required signature guarantees, or an Agent's Message (as defined
     below) instead of this Letter of Transmittal to the Exchange Agent.

  In order for a book-entry transfer to constitute a valid tender of your Old
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "Book-Entry Confirmation") of your Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the
expiration of the Exchange Offer. The term "Agent's Message" means a message,
transmitted by The Depository Trust Company and received by the Exchange Agent
and forming a part of the Book-Entry Confirmation, which states that The
Depository Trust Company has received an express acknowledgment from you that
you have received and have agreed to be bound by the terms of this Letter of
Transmittal. If you use this procedure, we may enforce the Letter of
Transmittal against you.

  Delivery of documents to The Depository Trust Company's book-entry transfer
facility will not constitute delivery to the Exchange Agent.

  If you are a holder of Old Notes and wish to tender your Old Notes in the
Exchange Offer, but (1) the Old Notes are not immediately available, (2) time
will not permit your Old Notes or other required documents to reach the
Exchange Agent before the expiration of the Exchange Offer, or (3) the
procedure for book-entry transfer cannot be completed prior to the expiration
of the Exchange Offer, you may tender Old Notes by following the procedures
described in the Prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures."

  Only registered holders of Old Notes -- which term, for purposes of this
Letter of Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position listing as the
owner of the Old Notes -- are entitled to tender their Old Notes for exchange
in the Exchange Offer. If you are a beneficial owner whose Old Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and you wish to tender your Old Notes in the Exchange Offer, you
should promptly contact the person in whose name the Old Notes are registered
and instruct that person to tender on your behalf. If you wish to tender in
the Exchange Offer on your own behalf, prior to completing and executing this
Letter of Transmittal and delivering the certificates for your Old Notes, you
must either make appropriate arrangements to register ownership of the Old
Notes in your name or obtain a properly completed bond power from the person
in whose name the Old Notes are registered.

  You must complete this Letter of Transmittal if you are a registered holder
of Old Notes which term, for purposes of this Letter of Transmittal, includes
any participant in The Depository Trust Company's system whose name appears on
a security position listing as the owner of the Old Notes -- and either (1)
you wish to tender the certificates representing your Old Notes to the
Exchange Agent together with this Letter of Transmittal or (2) you wish to
tender your Old Notes by book-entry transfer to the Exchange Agent's account
at The Depository Trust Company and you elect to submit this Letter of
Transmittal to the Exchange Agent instead of an Agent's Message.

  In order to properly complete this Letter of Transmittal, you must: (1)
complete the box entitled "Description of Old Notes Tendered," (2) if
appropriate, check and complete the boxes relating to book-entry transfer and
guaranteed delivery and the boxes entitled "Special Issuance Instructions" and
"Special Delivery Instructions," (3) sign this Letter of Transmittal by
completing the box entitled "Sign Here" and (4) complete the box entitled
"Substitute Form W-9." By completing the box entitled "Description of Old
Notes Tendered" and signing below, you will have tendered your Old Notes for
exchange on the terms and conditions described in the Prospectus and this
Letter of Transmittal. You should read the detailed instructions below before
completing this Letter of Transmittal.

                                       2


                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

        BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES




- ---------------------------------------------------------------------------------------------------
                              DESCRIPTION OF SHARES TENDERED
- ---------------------------------------------------------------------------------------------------
 Name and Address of Registered Holder            1                    2                  3
- ---------------------------------------------------------------------------------------------------
                                                                              
                                                                   Aggregate           Principal
                                              Certificate      Principal Amount         Amount
                                              Number(s)*        of Old Note(s)         Tendered**
                                         ----------------------------------------------------------
                                         ----------------------------------------------------------
                                         ----------------------------------------------------------
                                         ----------------------------------------------------------
                                         ----------------------------------------------------------
                                         ----------------------------------------------------------
                                         Total:
- ---------------------------------------------------------------------------------------------------
  *  Need not be completed by holders who tender by book-entry transfer.

 **  Old Notes tendered by this Letter of Transmittal must be in
     denominations of $1,000 principal amount and any integral multiple
     thereof. Unless otherwise indicated in column 3, a holder will be deemed
     to have tendered ALL of the Old Notes represented by the certificate(s)
     listed in column 1. See Instruction 4.
 ---------------------------------------------------------------------------------------------------


                    BOXES BELOW TO BE CHECKED AS APPLICABLE

- --------------------------------------------------------------------------------
 [_] Check here if the certificate(s) representing your Old Notes is being
     tendered with this Letter of Transmittal.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
 [_] Check here if the certificate(s) representing your Old Notes has been
     lost, destroyed or stolen and you require assistance in obtaining a new
     certificate(s).

     Certificate Number(s) _____________________________________________________
     Principal Amount(s) Represented ___________________________________________

     You must contact the Exchange Agent to obtain instructions for replacing
     lost, destroyed or stolen certificate(s) representing Old Notes. (See
     Instruction 12)
- --------------------------------------------------------------------------------

                                       3



- ------------------------------------       -------------------------------------
    SPECIAL ISSUANCE INSTRUCTIONS             SPECIAL DELIVERY INSTRUCTIONS
    (See Instructions 1, 5 and 6)             (See Instructions 1, 5 and 6)


 To be completed ONLY if New Notes         To be completed ONLY if New Notes
 or Old Notes not tendered or              or Old Notes not tendered or
 exchanged are to be issued in the         exchanged are to be delivered to
 name of someone other than the            someone other than the registered
 registered holder of the Old Notes        holder of the Old Notes whose
 whose name(s) appear below.               name(s) appear(s) below or to the
                                           registered holder at an address
                                           other than that shown below.

 [_] Old Note(s) to:                       [_] Old Note(s) to:

 [_] New Note(s) to:                       [_] New Note(s) to:


 Name ______________________________       Name ______________________________
             (Please Print)                          (Please Print)

 Address ___________________________       Address ___________________________

 ___________________________________       ___________________________________
             (Zip Code)                                (Zip Code)

 Telephone Number  (   )    -              Telephone Number  (   )    -
                   -----------------                         -----------------
 ___________________________________       ___________________________________
    (Tax Identification or Social             (Tax Identification or Social
  Security No.) (See Instruction 9)         Security No.) (See Instruction 9)
- ------------------------------------       -------------------------------------

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

 [_] Check here and enclose a photocopy of the Notice of Guaranteed Delivery
     if tendered Old Notes are being delivered under a Notice of Guaranteed
     Delivery previously sent to the Exchange Agent and complete the
     following:

     Name(s) of Registered Holder(s) ________________________________________

     Window Ticket Number (if any) __________________________________________

     Date of Execution of Notice of Guaranteed Delivery _____________________

     Name of Institution Which Guaranteed Delivery __________________________

         If delivered by Book-Entry Transfer, complete the following:

     Name of Tendering Institution __________________________________________

     Account Number _________________________________________________________

     Transaction Code Number ________________________________________________
- --------------------------------------------------------------------------------


            BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY

- --------------------------------------------------------------------------------
 [_] Check here if tendered Old Notes are being delivered by book-entry
     transfer to the Exchange Agent's account at The Depository Trust Company
     and complete the following:

     Name of Tendering Institution __________________________________________

     Account Number _________________________________________________________

     Transaction Code Number ________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 [_] Check here if Old Notes that are not tendered or not exchanged are to be
     returned by crediting. The Depository Trust Company account number
     indicated above.
- --------------------------------------------------------------------------------

                                       4


Ladies and Gentlemen:

  Upon the terms and subject to the conditions of the Exchange Offer, as
described in the Prospectus and this Letter of Transmittal, I hereby tender to
URS Corporation the aggregate principal amount of Old Notes described above in
the box entitled "Description of Old Notes Tendered" in exchange for a like
principal amount of New Notes which have been registered under the Securities
Act.

  Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered by this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer--including, if the
Exchange Offer is extended or amended, the terms and conditions of any
extension or amendment--I hereby sell, assign and transfer to, or upon the
order of, URS Corporation all right, title and interest in and to the Old
Notes tendered by this Letter of Transmittal. I hereby irrevocably constitute
and appoint the Exchange Agent as my agent and attorney-in-fact--with full
knowledge that the Exchange Agent is also acting as the agent of URS
Corporation in connection with the Exchange Offer--with respect to the
tendered Old Notes, with full power of substitution, such power of attorney
being deemed to be an irrevocable power coupled with an interest, subject only
to the right of withdrawal described in the Prospectus, to (1) deliver
certificates for the tendered Old Notes to URS Corporation together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
URS Corporation, upon receipt by the Exchange Agent, as my agent, of the New
Notes to be issued in exchange for the tendered Old Notes, (2) present
certificates for the tendered Old Notes for transfer, and to transfer the
tendered Old Notes on the books of URS Corporation, and (3) receive for the
account of URS Corporation all benefits and otherwise exercise all rights of
ownership of the tendered Old Notes, all in accordance with the terms and
conditions of the Exchange Offer.

  I hereby represent and warrant that I have full power and authority to
tender, sell, assign and transfer the Old Notes tendered by this Letter of
Transmittal and that, when the tendered Old Notes are accepted for exchange,
URS Corporation will acquire good, marketable and unencumbered title to the
tendered Old Notes, free and clear of all liens, restrictions, charges and
encumbrances, and that the tendered Old Notes are not subject to any adverse
claims or proxies. I will, upon request, execute and deliver any additional
documents deemed by URS Corporation or the Exchange Agent to be necessary or
desirable to complete the exchange, sale, assignment and transfer of the Old
Notes tendered by this Letter of Transmittal, and I will comply with my
obligations under the Registration Rights Agreement, dated as of June 23, 1999
(the "Registration Rights Agreement"), among URS Corporation, certain of its
subsidiaries and Morgan Stanley & Co. Incorporated. I have read and I agree to
all of the terms of the Exchange Offer.

  The name(s) and address(es) of the registered holder(s)--which term, for
purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes--of the Old Notes tendered by this
Letter of Transmittal are printed above as they appear on the certificate(s)
representing the Old Notes. The certificate number(s) and the Old Notes that I
wish to tender are indicated in the appropriate boxes above.

  Unless I have otherwise indicated by completing the box entitled "Special
Issuance Instructions" above, I hereby direct that the New Notes be issued in
the name(s) of the undersigned or, in the case of a book-entry transfer of Old
Notes, that the New Notes be credited to the account indicated above
maintained with The Depository Trust Company. Similarly, unless I have
otherwise indicated by completing the box entitled "Special Delivery
Instructions," I hereby direct that the New Notes be delivered to the address
shown below my signature.

  If I have (1) tendered any Old Notes that are not exchanged in the Exchange
Offer for any reason or (2) submitted certificates for more Old Notes than I
wish to tender, unless I have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions," I
hereby direct that certificates for any Old Notes that are not tendered or not
exchanged should be issued in the name of the undersigned, if applicable, and
delivered to the address shown below my signature or, in the case of a book-
entry transfer of Old Notes, that Old Notes that are not tendered or not
exchanged be credited to the account indicated above maintained with The
Depository Trust Company, in each case, at URS Corporation's expense, promptly
following the expiration or termination of the Exchange Offer.

                                       5


  I understand that if I decide to tender Old Notes, and URS Corporation
accepts the Old Notes for exchange, this will constitute a binding agreement
between me and URS Corporation, subject to the terms and conditions set forth
in the Prospectus and this Letter of Transmittal.

  I also recognize that, under certain circumstances described in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer," URS Corporation may not be required to accept for exchange any of the
Old Notes tendered by this Letter of Transmittal.

  By tendering Old Notes and executing this Letter of Transmittal, or
delivering an Agent's Message instead of this Letter of Transmittal, I hereby
represent and agree that: (1) I am not an "affiliate" (as defined in Rule 405
under the Securities Act) of URS Corporation; (2) any New Notes I receive in
the Exchange Offer are being acquired by me in the ordinary course of my
business; (3) at the time of the commencement of the Exchange Offer, neither I
nor, to my knowledge, anyone receiving New Notes from me, has any arrangement
or understanding with any person to participate in the distribution (as
defined in the Securities Act) of the New Notes in violation of the Securities
Act; (4) if I am not a Participating Broker-Dealer (as defined below), that I
am not engaged in, and do not intend to engage in, the distribution of the New
Notes; and (5) if I am a Participating Broker-Dealer, that I will receive the
New Notes for my own account in exchange for Old Notes that I acquired as a
result of my market-making or other trading activities and that I will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of the New Notes I receive. As used in this Letter of Transmittal,
a "Participating Broker-Dealer" is a broker-dealer that receives New Notes for
its own account in exchange for Old Notes that it acquired as a result of
market-making or other trading activities. If I am a Participating Broker-
Dealer, by making the representation set forth above and delivering a
prospectus in connection with any resale transaction involving the New Notes,
I understand that I will not be deemed to have admitted that I am an
"underwriter" within the meaning of the Securities Act.

  URS Corporation has agreed, subject to the terms of the Registration Rights
Agreement, that for a period of not more than 180 days after the date of
acceptance of Old Notes for exchange, it will make the Prospectus, as amended
or supplemented from time to time, available to any Participating Broker-
Dealer for use in connection with resales of the New Notes. Each Participating
Broker-Dealer, by tendering Old Notes and executing this Letter of
Transmittal, or delivering an Agent's Message instead of this Letter of
Transmittal, agrees that, upon receipt of notice from URS Corporation of the
occurrence of any event or the discovery of any fact which makes any statement
contained or incorporated by reference in the Prospectus untrue in any
material respect or which causes the Prospectus to omit to state a material
fact necessary in order to make the statements contained or incorporated by
reference in the Prospectus, in light of the circumstances under which they
were made, not misleading, the Participating Broker-Dealer will suspend the
sale of New Notes under the Prospectus. Each Participating Broker-Dealer
further agrees that, upon receipt of a notice from URS Corporation to suspend
the sale of New Notes as provided above, the Participating Broker-Dealer will
suspend resales of the New Notes until (1) URS Corporation has amended or
supplemented the Prospectus to correct the misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the
Participating Broker-Dealer or (2) URS Corporation has given notice that the
sale of the New Notes may be resumed, as the case may be. If URS Corporation
gives notice to suspend the sale of the New Notes as provided above, it will
extend the period referred to above during which Participating Broker-Dealers
are entitled to use the Prospectus in connection with the resale of New Notes
by the number of days during the period from and including the date of the
giving of such notice to and including the date when Participating Broker-
Dealers receive copies of the supplemented or amended Prospectus necessary to
permit resales of the New Notes or to and including the date on which URS
Corporation has given notice that the sale of New Notes may be resumed, as the
case may be.

  As a result, a Participating Broker-Dealer who intends to use the Prospectus
in connection with resales of New Notes received in exchange for Old Notes in
the Exchange Offer must notify URS Corporation, on or prior to the expiration
of the Exchange Offer, that it is a Participating Broker-Dealer. Participating
Broker-Dealers must send the required written notice to URS Corporation's
executive offices located at 100 California Street, Suite 500, San Francisco,
CA 94111, Attention: Joseph Masters, General Counsel, and this notice must be
received by URS Corporation at or prior to the expiration of the Exchange
Offer.

                                       6


  Interest on the New Notes will accrue (1) from the later of (a) the last
date to which interest was paid on the Old Notes surrendered in exchange for
the New Notes or (b) if the Old Notes are surrendered for exchange on a date
in a period which includes the record date for an interest payment date to
occur on or after the date of the exchange and as to which interest will be
paid, the date to which interest will be paid on such interest payment date or
(2) if no interest has been paid on the Old Notes, from June 23, 1999.

  All authority conferred in or agreed to be conferred in this Letter of
Transmittal will survive my death or incapacity, and any obligation of mine
under this Letter of Transmittal will be binding upon my heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns. Except as stated in the Prospectus,
this tender is irrevocable.

                                       7



                                   SIGN HERE

                         (SEE INSTRUCTIONS 2, 5 AND 6)
                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
      (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

 This Letter of Transmittal must be signed by (1) the registered holder(s)--
 which term, for purposes of this Letter of Transmittal, includes any
 participant in The Depository Trust Company's system whose name appears on a
 security position listing as the holder of the Old Notes--exactly as the
 name(s) of the registered holder(s) appear(s) on the certificate(s) for the
 Old Notes tendered or on the register of holders maintained by URS
 Corporation, or (2) by any person(s) authorized to become the registered
 holder(s) by endorsements and documents transmitted with this Letter of
 Transmittal--including any opinions of counsel, certifications and other
 information as may be required by URS Corporation for the Old Notes to
 comply with the restrictions on transfer applicable to the Old Notes. If the
 signature below is by a trustee, executor, administrator, guardian,
 attorney-in-fact, officer of a corporation or another acting in a similar
 fiduciary or representative capacity, please set forth the signer's full
 title. See Instruction 5.

 X ___________________________________________________________________________

 X ___________________________________________________________________________
                        Signature(s) of Stockholder(s)

 Dated: _______________________________________________________________ , 1999

 Name(s) _____________________________________________________________________
                                (Please Print)

 _____________________________________________________________________________

 Capacity ____________________________________________________________________

 Address _____________________________________________________________________

 _____________________________________________________________________________
                                  (Zip Code)

 Tax Identification or Social Security No. ___________________________________
                                                  (See Instruction 9)

 Area Code and Telephone No. _________________________________________________


                            SIGNATURE(S) GUARANTEED
                        (See Instruction 2, if required)

 Eligible Guarantor Institution ______________________________________________

 Official Signature __________________________________________________________

 Dated: _______________________________________________________________ , 1999


                                       8


            TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES

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

                 PAYOR'S NAME: FIRSTAR BANK OF MINNESOTA, N.A.
- --------------------------------------------------------------------------------
                            PART 1-- PLEASE PROVIDE
      SUBSTITUTE            YOUR TIN IN THE BOX AT      TIN _________________
       Form W-9             RIGHT AND CERTIFY BY          (Social Security
                            SIGNING AND DATING BELOW     Number or Employer
                                                           Identification
                                                               Number)

     Department of         ----------------------------------------------------
     the Treasury          PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
       Internal            (SEE INSTRUCTIONS)
    Revenue Service        ----------------------------------------------------

  Payor's Request for      PART 3--CERTIFICATION--UNDER PENALTIES OF
       Taxpayer            PERJURY, I CERTIFY THAT (1) The number shown on
 Identification Number     this form is my correct TIN (or I am waiting
      ("TIN") and          for a number to be issued to me), and (2) I am
     Certification         not subject to backup withholding because: (a)
                           I am exempt from backup withholding, or (b) I
                           have not been notified by the Internal Revenue
                           Service (the "IRS") that I am subject to backup
                           withholding as a result of a failure to report
                           all interest or dividends or (c) the IRS has
                           notified me that I am no longer subject to
                           backup withholding.

                           SIGNATURE _________________________  DATE ________
- --------------------------------------------------------------------------------

  You must cross out item (2) in Part 3 above if you have been notified by the
IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART
                         1 OF THE SUBSTITUTE FORM W-9

- --------------------------------------------------------------------------------
            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

   I certify under penalties of perjury that a taxpayer identification number
 has not been issued to me, and that I mailed or delivered an application to
 receive a taxpayer identification number to the appropriate Internal Revenue
 Service Center or Social Security Administration Office (or I intend to mail
 or deliver an application in the near future). I understand that if I do not
 provide a taxpayer identification number to the payor within 60 days, the
 Payor is required to withhold 31 percent of all cash payments made to me
 thereafter until I provide a number.

 _____________________________________    _________________________________
                Signature                               Date
- --------------------------------------------------------------------------------


NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
       WITHHOLDING OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE
       ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
       ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.



                                 INSTRUCTIONS

        Forming Part of the Terms and Conditions of the Exchange Offer

  1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. You must complete this Letter of Transmittal if you are a holder
of Old Notes--which term, for purposes of this Letter of Transmittal, includes
any participant in The Depository Trust Company's system whose name appears on
a security position listing as the holder of the Old Notes--and either (1) you
wish to tender the certificates representing your Old Notes to the Exchange
Agent together with this Letter of Transmittal or (2) you wish to tender your
Old Notes by book-entry transfer to the Exchange Agent's account at The
Depository Trust Company and you elect to submit this Letter of Transmittal to
the Exchange Agent instead of an Agent's Message. In order to constitute a
valid tender of your Old Notes, unless you comply with the procedures for
Guaranteed Delivery described below, the Exchange Agent must receive the
following documents at one of the addresses listed above on or prior to the
expiration of the Exchange Offer: (1) certificates for the Old Notes, in
proper form for transfer, or Book-Entry Confirmation of transfer of the Old
Notes into the Exchange Agent's account at The Depository Trust Company, (2) a
properly completed and duly executed Letter of Transmittal, with any required
signature guarantees, or, in the case of a Book-Entry Confirmation, an Agent's
Message instead of this Letter of Transmittal, and (3) all other documents
required by this Letter of Transmittal. Old Notes tendered in the Exchange
Offer must be in denominations of $1,000 principal amount and any integral
multiple thereof.

  If you are a holder of the Old Notes and wish to tender your Old Notes, but
(1) the certificates for Old Notes are not immediately available, (2) time
will not permit your certificates for Old Notes or other required documents to
reach the Exchange Agent before the expiration of the Exchange Offer, or (3)
the procedure for book-entry transfer cannot be completed prior to the
expiration of the Exchange Offer, you may effect a tender if: (1) the tender
is made through an Eligible Guarantor Institution (as defined below); (2)
prior to the expiration of the Exchange Offer, the Exchange Agent receives
from an Eligible Guarantor Institution a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form we have provided,
setting forth your name and address and the amount of Old Notes you are
tendering and stating that the tender is being made by Notice of Guaranteed
Delivery; and (3) the Exchange Agent receives within three New York Stock
Exchange, Inc. ("NYSE") trading days after the date of execution of the Notice
of Guaranteed Delivery: (a) the certificates for all physically tendered Old
Notes, in proper form for transfer, or a Book-Entry Confirmation of transfer
of the Old Notes into the Exchange Agent's account at The Depository Trust
Company, as the case may be, (b) a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees, or, in the case of a
Book-Entry Confirmation, an Agent's Message instead of the Letter of
Transmittal, and (c) all other documents required by the Letter of
Transmittal. The Notice of Guaranteed Delivery may be sent by overnight
courier, hand delivery, registered or certified mail or facsimile transmission
and must include a guarantee by an Eligible Guarantor Institution in the form
set forth in the Notice.

  The method of delivery of certificates for Old Notes, Letters of
Transmittal, Agent's Messages and all other required documents is at your
election. If you deliver your Old Notes by mail, we recommend registered mail,
properly insured, with return receipt requested. In all cases, you should
allow sufficient time to assure timely delivery. Do not send certificates for
Old Notes, Letters of Transmittal, Agent's Messages or other required
documents to URS Corporation.

  URS Corporation will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of this Letter of Transmittal or
delivery of an Agent's Message instead of the Letter of Transmittal, waives
any right to receive any notice of the acceptance of such tender.

  2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:

  (a) this Letter of Transmittal is signed by the registered holder--which
      term, for purposes of this Letter of Transmittal, includes any
      participant in The Depository Trust Company's system whose name

                                      10


     appears on a security position listing as the owner of the Old Notes--of
     Old Notes tendered with this Letter of Transmittal, unless such
     holder(s) has completed either the box entitled "Special Issuance
     Instructions" or the box entitled "Special Delivery Instructions" above,
     or

  (b) the Old Notes are tendered for the account of a firm that is an
      Eligible Guarantor Institution.

  In all other cases, an Eligible Guarantor Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.

  An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
means:

  .  Banks (as defined in Section 3(a) of the Federal Deposit Insurance Act);

  .  Brokers, dealers, municipal securities dealers, municipal securities
     brokers, government securities dealers and government securities brokers
     (as defined in the Exchange Act);

  .  Credit unions (as defined in Section 19B(1)(A) of the Federal Reserve
     Act);

  .  National securities exchanges, registered securities associations and
     clearing agencies (as these terms are defined in the Exchange Act); and

  .  Savings associations (as defined in Section 3(b) of the Federal Deposit
     Insurance Act).

  3. INADEQUATE SPACE. If the space provided in the box captioned "Description
of Old Notes Tendered" is inadequate, the certificate number(s) and/or the
principal amount of Old Notes and any other required information should be
listed on a separate signed schedule which is attached to this Letter of
Transmittal.

  4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in denominations of $1,000 principal amount and integral
multiples thereof. If you are tendering less than all of the Old Notes
evidenced by any certificate you are submitting, please fill in the principal
amount of Old Notes which are to be tendered in column 3 ("Principal Amount of
Old Notes Tendered") of the box entitled "Description of Old Notes Tendered."
In that case, unless you have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions",
new certificate(s) for the remainder of the Old Notes that were evidenced by
your old certificate(s) will be sent to the registered holder of the Old
Notes, promptly after the expiration of the Exchange Offer. All Old Notes
represented by certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.

  Except as otherwise provided in this Letter of Transmittal, tenders of Old
Notes may be withdrawn at any time on or prior to the expiration of the
Exchange Offer. For a withdrawal to be effective, a written notice of
withdrawal must be received by the Exchange Agent prior to the expiration of
the Exchange Offer at one of the addresses listed above. Any notice of
withdrawal must specify the name of the person who tendered the Old Notes to
be withdrawn, identify the Old Notes to be withdrawn, including the principal
amount of the Old Notes, and, where certificates for Old Notes have been
transmitted, specify the name in which the Old Notes are registered, if
different from that of the withdrawing holder. If certificates for Old Notes
have been delivered or otherwise identified to the Exchange Agent, then, prior
to the release of the certificates, the withdrawing holder must also submit
the serial numbers of the particular certificates to be withdrawn and a signed
notice of withdrawal with signatures guaranteed by an Eligible Guarantor
Institution unless the holder is an Eligible Guarantor Institution. If Old
Notes have been tendered using the procedure for book-entry transfer described
in the Prospectus under the caption "The Exchange Offer--Book-Entry Transfer,"
any notice of withdrawal must specify the name and number of the account at
The Depository Trust Company to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of the book-entry transfer facility. All
questions as to the validity, form and eligibility--including time of
receipt--of these notices will be determined by URS Corporation. Any such
determination will be final and binding. Any Old Notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer. Any Old Notes which have been

                                      11


tendered for exchange but which are not exchanged for any reason will be
returned to the registered holder without cost to that holder as soon as
practicable after withdrawal, non-acceptance of tender or termination of the
Exchange Offer. In the case of Old Notes tendered using the procedure for
book-entry transfer described in the Prospectus under the caption "The
Exchange Offer--Book-Entry Transfer," the Old Notes will be credited to the
tendering holder's account with The Depository Trust Company. Properly
withdrawn Old Notes may be retendered at any time on or prior to the
expiration of the Exchange Offer by following one of the procedures described
in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering Old Notes."

  5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.

  If any of the Old Notes tendered hereby are registered in the name of two or
more joint owners, all such owners must sign this Letter of Transmittal.

  If any tendered Old Notes are registered in different name(s) on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registered holders.

  When this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes listed and transmitted by this Letter of Transmittal, no
endorsement(s) of certificate(s) or separate bond power(s) are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on the certificate(s) or bond power(s) must be
guaranteed by an Eligible Guarantor Institution.

  If a person or persons other than the registered holder(s) of Old Notes
signs the Letter of Transmittal, certificates for the Old Notes must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered holder(s) that appears on the certificates for the
Old Notes and also must be accompanied by any opinions of counsel,
certifications and other information as URS Corporation may require in
accordance with the restrictions on transfer applicable to the Old Notes.
Signatures on certificates or bond powers must be guaranteed by an Eligible
Guarantor Institution.

  If you are a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation, or act in a similar fiduciary or representative
capacity, and wish to sign this Letter of Transmittal or any certificates for
Old Notes or bond powers, you must indicate your status when signing. If you
are acting in any of these capacities, you must submit proper evidence
satisfactory to us of your authority to so act unless we waive this
requirement.

  6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued
in the name of a person other than the signer of this Letter of Transmittal,
or if New Notes are to be delivered to someone other than the signer of this
Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained with The Depository Trust Company. See Instruction 4.

  7. IRREGULARITIES. All questions as to the validity, form, eligibility--
including time of receipt--and acceptance of Old Notes tendered for exchange
will be determined by URS Corporation in its sole discretion. Our
determination will be final and binding. We reserve the absolute right to
reject any and all tenders of Old Notes improperly tendered or to not accept
any Old Notes, the acceptance of which might be unlawful as determined by us
or our counsel. We also reserve the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any Old Notes either
before or after the expiration of the Exchange Offer--including the right to
waive the ineligibility of any holder who seeks to tender Old Notes in the
Exchange Offer. Our interpretation of the terms and conditions of the Exchange
Offer as to any particular Old Notes either before or after the expiration of
the Exchange Offer--including the terms and conditions of the Letter of
Transmittal and the accompanying instructions--will be final and binding.
Unless waived, any defects or irregularities in connection with tenders of Old
Notes for exchange must be cured within a reasonable period of

                                      12


time, as determined by us. Neither we, the Exchange Agent nor any other person
has any duty to give notification of any defect or irregularity with respect
to any tender of Old Notes for exchange, nor will we have any liability for
failure to give such notification.

  8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at the addresses
and telephone number listed on the front of this Letter of Transmittal.
Additional copies of the Prospectus, this Letter of Transmittal or the Notice
of Guaranteed Delivery may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.

  9. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a tendering holder whose Old Notes are accepted
for exchange must provide the Exchange Agent (as payor) with such holder's
correct Taxpayer Identification Number (a "TIN"), which, in the case of a
holder who is an individual, is such holder's social security number. If the
Exchange Agent is not provided with the correct TIN or an adequate basis for
an exemption, such holder may be subject to a $50 penalty imposed by the
Internal Revenue Service and backup withholding in an amount equal to 31% of
the amount of any reportable payments made after the exchange to such
tendering holder. If withholding results in an overpayment of taxes, a refund
may be obtained.

  To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder is exempt from backup withholding, (ii) the
holder has not been notified by the Internal Revenue Service that such holder
is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding.

  Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
Holder should write "Exempt" in Part 2 of Substitute Form W-9. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. In
order for a nonresident alien or foreign entity to qualify as exempt, such
person must submit a completed Form W-8, "Certificate of Foreign Status,"
signed under penalty of perjury attesting to such exempt status. Such form may
be obtained from the Exchange Agent.

  If the Old Notes are held in more than one name or are not in the name of
the actual owner, consult the W-9 Guidelines for information on which TIN to
report.

  If the holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, write "Applied For" in the
space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number set forth herein. If the holder does not provide such holder's TIN to
the Exchange Agent within 60 days, backup withholding will begin and continue
until such holder furnishes such holder's TIN to the Exchange Agent. Note:
Writing "Applied For" on the form means that the holder has already applied
for a TIN or that such holder intends to apply for one in the near future.

  10. WAIVER OF CONDITIONS. URS Corporation's obligation to complete the
Exchange Offer is subject to the conditions described in the Prospectus under
the caption "The Exchange Offer--Conditions to the Exchange Offer." These
conditions are for our benefit only and we may assert them regardless of the
circumstances giving rise to any condition. We may also waive any condition in
whole or in part at any time in our sole discretion. Our failure at any time
to exercise any of the foregoing rights will not constitute a waiver of that
right and each right is an ongoing right that we may assert at any time.

  11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Old Notes, by execution of
this Letter of Transmittal, waive any right to receive notice of the
acceptance of Old Notes for exchange.

                                      13


  12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
check the box above regarding lost, destroyed or stolen certificates and
promptly notify the Exchange Agent. The holder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificate(s) have been
followed.

  13. TRANSFER TAXES. URS Corporation will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old Notes not
exchanged are to be delivered to, or are to be registered or issued in the
name of, any person other than the registered holder of the Old Notes tendered
hereby, or if tendered Old Notes are registered in the name of any person
other than the person signing this Letter, or if a transfer tax is imposed for
any reason other than the transfer of Old Notes to URS Corporation or its
order pursuant to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder. Except as
provided in this Instruction 13, it will not be necessary for transfer tax
stamps to be affixed to the Old Notes specified in this Letter of Transmittal.

  IMPORTANT: Unless you comply with the Guaranteed Delivery Procedures
described above, this Letter of Transmittal (or a facsimile of this Letter of
Transmittal), or, in the case of Old Notes tendered by book-entry transfer to
the Exchange Agent's account at The Depository Trust Company, an Agent's
Message instead of this Letter of Transmittal, and all other required
documents must be received by the Exchange Agent on or prior to the expiration
of the Exchange Offer.

                                      14

EX-99.2

                                                                   Exhibit 99.2

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the
Payer. Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.



- ----------------------------------------------------------------------------------------------------
                                                       Give the
For this type of account:                              SOCIAL SECURITY
                                                       number of--
- ----------------------------------------------------------------------------------------------------
                                                    
1. An individual's account                             The individual

2. Two or more individuals                             The actual owner of the
   (joint account)                                     account or, if combined
                                                       funds, any one of the
                                                       individuals(1)

3. Husband and wife (joint                             The actual owner of the
   account)                                            account or, if joint
                                                       funds, either person(1)

4. Custodian account of a minor                        The minor(2)
   (Uniform Gift to Minors Act)

5. Adult and minor (joint account)                     The adult or, if the
                                                       minor is the only
                                                       contributor, the minor(1)

6. Account in the name of guardian or                  The ward, minor, or
   committee for a designated ward,                    incompetent person(3)
   minor, or incompetent person

7. a. The revocable savings trust account              The grantor-trustee(1)
      (grantor is also trustee)

   b. Any "trust" account that is not a                The actual owner(1)
      legal or valid trust under State law

8. Sole proprietorship account                         The owner(4)




- ----------------------------------------------------------------------------------------------------
                                                       Give the EMPLOYER
For this type of account:                              IDENTIFICATION
                                                       number of --
- ----------------------------------------------------------------------------------------------------
                                                    
9. A valid trust, estate, or pension trust             The legal entity (do not
                                                       furnish the identifying
                                                       number of the personal
                                                       representative or trustee
                                                       unless the legal entity
                                                       itself is not designated
                                                       in the account title.)(5)

10. Corporate account                                  The corporation

11. Religious, charitable, or educational              The organization
    organization account

12. Partnership account held in the                    The partnership
    name of the business

13. Association, club, or other tax-                   The organization
    exempt organization

14. A broker or registered nominee                     The broker or nominee

15. Account with the Department                        The public entity
    of Agriculture in the name of a public
    entity (such as a State or local
    government, school district, or
    prison) that receives agricultural
    program payments
- ----------------------------------------------------------------------------------------------------


(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's social security number.
(4) Show the name of the owner. If the owner does not have an employer
    identification number, furnish the owner's social security number.
(5) List first and circle the name of the legal trust, estate, or pension
    trust.

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL
      BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.


            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER OF SUBSTITUTE FORM W-9
                                     Page 2
Obtaining a Number

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
resident individual), or Form SS-4, Application for Employer Identification
Number (for businesses and all other entities), Form W-7 for International
Taxpayer Identification Number (for alien individuals required to file U.S. tax
returns) at an office of the Social Security Administration or the Internal
Revenue Service.

To complete the Substitute Form W-9, if you do not have a taxpayer
identification number, write "Applied For" in the space for the taxpayer
identification number in Part 1, sign and date the Form, and give it to the
requester. Generally, you will then have 60 days to obtain a taxpayer
identification number and furnish it to the requester. If the requester does
not receive your taxpayer identification number within 60 days, backup
withholding, if applicable, will begin and will continue until you furnish your
taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include
the following:*

  . A corporation.
  . A financial institution.
  . An organization exempt from tax under section 501(A), or an individual
    retirement plan or a custodial account under Section 403(b)(7).
  . The United States or any agency or instrumentality thereof.
  . A State, the District of Columbia, a possession of the United States, or
    any subdivision or instrumentality thereof.
  . A foreign government, a political subdivision, agency or instrumentality
    thereof.
  . An international organization or any agency, or instrumentality thereof.
  . A registered dealer in securities or commodities registered in the United
    States or a possession of the United States.
  . A real estate investment trust.
  . A common trust fund operated by a bank under section 584(a)
  . An exempt charitable remainder trust, or a non-exempt trust described in
    section 4947(a)(1).
  . An entity registered at all times during the year under the Investment
    Company Act of 1940.
  . A foreign central bank of issue.

 Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

  . Payments to nonresident aliens subject to withholding under section 1441.
  . Payments to partnerships not engaged in a trade or business in the U.S.
    and which have at least one nonresident partner.

  . Payments of patronage dividends where the amount received is not paid in
    money.
  . Payments made by certain foreign organizations.
  . Payments made to a nominee.

 Payments of interest not generally subject to backup withholding include the
following:

  . Payments of interest on obligations issued by individuals.

    Note: You may be subject to backup withholding if (i) this interest is
    $600 or more (ii) this interest is paid in the course of the payor's trade
    or business and (iii) you have not provided your correct taxpayer identi-
    fication number to the payor.

  . Payments of tax-exempt interest (including exempt-interest dividends un-
    der section 852).
  . Payments described in section 6049(b)(5) to non-resident aliens.
  . Payments on tax-free covenant bonds under section 1451.
  . Payments made by certain foreign organizations.
  . Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2, SIGN AND DATE THE FORM AND
RETURN IT TO THE PAYOR.

 Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup with-
holding. For details, see the regulations under sections 6041, 6041A(a), 6045,
and 6050A.

Privacy Act Notice.--Section 6109 requires most recipients of dividends, inter-
est, or other payments to give taxpayer identification numbers to payors who
must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payors must be
given the numbers whether or not recipients are required to file tax returns.
Payors must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payor. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail
to furnish your taxpayer identification number to a payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) Civil Penalty for False Statements With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.--If you falsify certifications
or affirmations you are subject to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE

- --------
* Unless otherwise noted herein, all references relate to section numbers or
  references to the Internal Revenue Code and the regulations promulgated
  thereunder.

EX-99.3

                                                                   Exhibit 99.3

                                URS CORPORATION
                         Notice Of Guaranteed Delivery

  This form or one substantially equivalent to this form must be used to
accept the offer (the "Exchange Offer") of URS Corporation to exchange an
aggregate principal amount of up to $200,000,000 of its 12 1/4% Senior
Subordinated Exchange Notes due 2009 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of its issued and outstanding 12 1/4%
Senior Subordinated Notes due 2009 (the "Old Notes"), which were issued in an
offering under Rule 144A of the Securities Act that were not registered under
the Securities Act. The Exchange Offer will expire at 5:00 p.m., New York City
time, on          , 1999, unless extended (as it may be extended, the
"Expiration Date"). As described in the enclosed Prospectus, dated          ,
1999 (the "Prospectus"), if you are a registered holder of Old Notes and wish
to tender your Old Notes, but (1) the certificates for Old Notes are not
immediately available, (2) time will not permit your certificates for Old
Notes or other required documents to reach Firstar Bank of Minnesota, N.A., as
exchange agent (the "Exchange Agent"), before the Expiration Date or (3) the
procedure for book-entry transfer cannot be completed before the Expiration
Date, you may effect a tender of your Old Notes if (1) the tender is made
through an Eligible Guarantor Institution (as defined in the Prospectus under
the caption "The Exchange Offer--Procedures for Tendering Old Notes");
(2) prior to the Expiration Date, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in this form, setting forth your name and
address, and the amount of Old Notes you are tendering and stating that the
tender is being made by Notice of Guaranteed Delivery. These documents may be
sent by overnight courier, registered or certified mail or facsimile
transmission. If you elect to use this procedure, you must also guarantee that
within three New York Stock Exchange, Inc. ("NYSE") trading days after the
date of execution of the Notice of Guaranteed Delivery, the certificates for
all physically tendered Old Notes, in proper form for transfer, or a Book-
Entry Confirmation (as defined in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering Old Notes") of transfer of the Old
Notes into the Exchange Agent's account at The Depository Trust Company
(including the Agent's Message (as defined in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering Old Notes") that forms a part of
the Book-Entry Confirmation), as the case may be, a properly completed and
duly executed Letter of Transmittal, with any required signature guarantees,
and all other documents required by the Letter of Transmittal, will be
deposited by the Eligible Guarantor Institution with the Exchange Agent; and
(3) the Exchange Agent receives the certificates for all physically tendered
Old Notes, in proper form for transfer, or a Book-Entry Confirmation of
transfer of the Old Notes into the Exchange Agent's account at The Depository
Trust Company, as the case may be, a properly completed and duly executed
Letter of Transmittal, with any required signature guarantees, and all other
required documents or, in the case of a Book-Entry Confirmation, a properly
completed and duly executed Letter of Transmittal, with any required signature
guarantees, or an Agent's Message instead of the Letter of Transmittal, in
each case, within three NYSE trading days after the date of execution of this
Notice of Guaranteed Delivery.

         Delivery to: Firstar Bank of Minnesota, N.A., Exchange Agent

                                                                   
  By Regular or Certified Mail:              By Facsimile:                By Overnight Courier or Hand:
                                  (Eligible Guarantor Institutions Only)
 Firstar Bank of Minnesota, N.A.     Firstar Bank of Minnesota, N.A.     Firstar Bank of Minnesota, N.A.
      101 E. Fifth Street                 101 E. Fifth Street                 101 E. Fifth Street
   St. Paul, Minnesota 55101            St. Paul, Minnesota 55101           St. Paul, Minnesota 55101
    Attention: Frank Leslie              Attention: Frank Leslie             Attention: Frank Leslie
                                           Fax: (651) 229-6415

                                        To Confirm by Telephone
                                        or for Information Call:

                                     Firstar Bank of Minnesota, N.A.
                                          101 E. Fifth Street
                                        St. Paul, Minnesota 55101
                                         Attention: Frank Leslie
                                          Phone: (651) 229-2600

 

                                       1


  Delivery of a Letter of Transmittal or Agent's Message to an address other
than the address listed above or transmission of instructions by facsimile
other than as set forth above is not valid delivery of the Letter of
Transmittal or Agent's Message.

Ladies and Gentlemen:

  Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to URS
Corporation the principal amount of Old Notes set forth below pursuant to the
guaranteed delivery procedure described in the Prospectus under the caption
"The Exchange Offer-- Guaranteed Delivery Procedures."

- --------------------------------------------------------------------------------
     Principal Amount of Old Notes       If Old Notes will be delivered by
              Tendered:*                 book-entry transfer to The
 $____________________________________   Depository Trust Company, provide
 Certificate Nos. (if available):        account number.


_______________________________________  Account Number_______________________

  Total Principal Amount Represented
                  by
       Old Notes Certificate(s):

 $____________________________________

- -------------------------------------------------------------------------------
  All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
- -------------------------------------------------------------------------------

                               PLEASE SIGN HERE

X ____________________________       ____________

X ____________________________       ____________
    Signature(s) of Owner(s)              Date
    or Authorized Signatory

    Area Code and Telephone Number: (   )
                                    -------------

  Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.

- --------
* Must be in denominations of principal amount of $1,000 and any integral
  multiple thereof.

                                       2


                     Please print name(s) and address(es)


Name(s):
             ___________________________________________________________________
             ___________________________________________________________________
             ___________________________________________________________________

Capacity:
             ___________________________________________________________________

Address(es):
             ___________________________________________________________________
             ___________________________________________________________________
             ___________________________________________________________________

                                   GUARANTEE
                   (Not to be used for signature guarantee)

  The undersigned, an Eligible Guarantor Institution, hereby guarantees that
the certificates representing the principal amount of Old Notes tendered
hereby in proper form for transfer, or timely confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures," together with
any required signature guarantee and any other documents required by the
Letter of Transmittal, will be received by the Exchange Agent at the address
set forth above, no later than three NYSE trading days after the Expiration
Date.

_____________________________________     _____________________________________
            Name of Firm                          Authorized Signature


_____________________________________     _____________________________________
             Address                                     Title


                                          Name: _______________________________
_____________________________________               (Please Type or Print)
              Zip Code


Area Code and Tel. No. ______________     Dated: _______________________________

NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
      OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
      LETTER OF TRANSMITTAL.

                                       3

EX-99.4

                                                                   EXHIBIT 99.4
                                URS CORPORATION

                               Offer to Exchange
             12 1/4% Senior Subordinated Exchange Notes due 2009,
                       Which Have Been Registered Under
                    the Securities Act of 1933, as Amended,
                        for all Issued and Outstanding
                  12 1/4% Senior Subordinated Notes due 2009

To: Brokers, Dealers, Commercial Banks,
    Trust Companies and Other Nominees:

  URS Corporation, a Delaware corporation ("URS"), is offering, subject to the
terms and conditions set forth in its Prospectus, dated          , 1999 (the
"Prospectus"), relating to the offer (the "Exchange Offer") of URS to exchange
an aggregate principal amount of up to $200,000,000 of its 12 1/4% Senior
Subordinated Exchange Notes due 2009 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of its issued and outstanding 12 1/4%
Senior Subordinated Notes due 2009 (the "Old Notes"). The Old Notes were
issued on June 23, 1999 in an offering under Rule 144A of the Securities Act
that was not registered under the Securities Act. The Exchange Offer is being
extended to all holders of the Old Notes in order to satisfy certain
obligations of URS contained in the Registration Rights Agreement, dated as of
June 23, 1999, among URS, certain of its subsidiaries and Morgan Stanley & Co.
Incorporated. The New Notes are substantially identical to the Old Notes,
except that the transfer restrictions and registration rights applicable to
the Old Notes do not apply to the New Notes.

We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

  1. Prospectus dated          , 1999;

  2. The Letter of Transmittal for your use and for the information of your
     clients;

  3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
     if: (a) certificates for the Old Notes are not immediately available,
     (b) time will not permit the certificates for the Old Notes or other
     required documents to reach the Exchange Agent before the expiration of
     the Exchange Offer or (c) the procedure for book-entry transfer cannot
     be completed prior to the expiration of the Exchange Offer;

  4. A form of letter that may be sent to your clients for whose account you
     hold Old Notes registered in your name or the name of your nominee, with
     space provided for obtaining the clients' instructions with respect to
     the Exchange Offer;

  5. Guidelines for Certification of Taxpayer Identification Number on
     Substitute Form W-9; and

  6. Return envelopes addressed to Firstar Bank of Minnesota, N.A., the
     Exchange Agent for the Exchange Offer.



  Your prompt action is requested. The Exchange Offer will expire at 5:00
P.M., New York City time, on          , 1999, unless the Exchange Offer is
extended (as it may be extended, the "Expiration Date"). Old Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time before the
Expiration Date.

Unless a holder of Old Notes complies with the procedures described in the
Prospectus under the caption "Guaranteed Delivery Procedures," the holder must
do one of the following on or prior to the Expiration Date to participate in
the Exchange Offer:

  . tender the Old Notes by sending the certificates for the Old Notes, in
    proper form for transfer, a properly completed and duly executed Letter
    of Transmittal, with any required signature guarantees, and all other
    documents required by the Letter of Transmittal, to Firstar Bank of
    Minnesota, N.A., as Exchange Agent, at one of the addresses listed in the
    Prospectus under the caption "Exchange Agent"; or

  . tender the Old Notes by using the book-entry procedures described in the
    Prospectus under the caption "Book Entry Transfer" and transmitting a
    properly completed and duly executed Letter of Transmittal, with any
    required signature guarantees, or an Agent's Message instead of the
    Letter of Transmittal, to the Exchange Agent.

  In order for a book-entry transfer to constitute a valid tender of Old Notes
in the Exchange Offer, the Exchange Agent must receive a confirmation of book-
entry transfer (a "Book-Entry Confirmation") of the Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the
Expiration Date. The term "Agent's Message" means a message, transmitted by
the Depository Trust Company and received by the Exchange Agent and forming a
part of the Book-Entry Confirmation, which states that The Depository Trust
Company has received an express acknowledgment from the tendering holder of
Old Notes that the holder has received and has agreed to be bound by the
Letter of Transmittal.

  If a registered holder of Old Notes wishes to tender the Old Notes in the
Exchange Offer, but (a) the certificates for the Old Notes are not immediately
available, (b) time will not permit the certificates for the Old Notes or
other required documents to reach the Exchange Agent before the Expiration
Date, or (c) the procedure for book-entry transfer cannot be completed before
the Expiration Date, a tender of Old Notes may be effected by following the
Guaranteed Delivery Procedures described in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."

  URS will, upon request, reimburse brokers, dealers, commercial banks, trust
companies and other nominees for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. URS will pay or cause to be paid all stock transfer taxes applicable
to the exchange of Old Notes in the Exchange Offer, except as set forth in
Instruction 13 of the Letter of Transmittal.

  Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to Firstar
Bank of Minnesota, N.A., the Exchange Agent for the Exchange Offer, at its
address and telephone number set forth on the front of the Letter of
Transmittal.

                                 Very truly yours,

                                 URS CORPORATION

  NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF URS CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

EX-99.5

                                                                   Exhibit 99.5

                                URS CORPORATION

                               Offer to Exchange
             12 1/4% Senior Subordinated Exchange Notes due 2009,
                       Which Have Been Registered Under
                    the Securities Act of 1933, as Amended,
                        for all Issued and Outstanding
                  12 1/4% Senior Subordinated Notes due 2009

To Our Clients:

  Enclosed for your consideration is a Prospectus, dated       , 1999 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of URS Corporation
("URS") to exchange an aggregate principal amount of up to $200,000,000 of its
12 1/4% Senior Subordinated Exchange Notes due 2009 (the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of our issued and outstanding
12 1/4% Senior Subordinated Notes due 2009 (the "Old Notes"), which were
issued in an offering under Rule 144A of the Securities Act that were not
registered under the Securities Act. The Exchange Offer is being extended to
all holders of the Old Notes in order to satisfy certain obligations of URS
contained in the Registration Rights Agreement, dated as of June 23, 1999,
(the "Registration Rights Agreement"), among URS, URS's subsidiary guarantors,
and Morgan Stanley & Co. Incorporated. The New Notes are substantially
identical to the Old Notes, except that the transfer restrictions and
registration rights relating to the Old Notes do not apply to the New Notes.

  These materials are being forwarded to you as the beneficial owner of the
Old Notes held by us for your account but not registered in your name. A
tender of such Old Notes may only be made by us as the holder of record and
pursuant to your instructions.

  Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

  Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M.,
New York City time, on       , 1999, unless the Exchange Offer is extended.
Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time before the expiration of the Exchange Offer.

  Your attention is directed to the following:

  1. The Exchange Offer is for any and all Old Notes.

  2. The Exchange Offer is subject to certain conditions set forth in the
     Prospectus under the caption "The Exchange Offer--Conditions to the
     Exchange Offer."

  3. Any transfer taxes incident to the transfer of Old Notes from the holder
     to URS will be paid by URS, except as otherwise provided in Instruction
     13 of the Letter of Transmittal.

  4. The Exchange Offer expires at 5:00 P.M., New York City time, on       ,
     1999, unless the Exchange Offer is extended.

  If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letter of Transmittal is furnished to you for information
only and may not be used directly by you to tender Old Notes.


                         INSTRUCTIONS WITH RESPECT TO
                              THE EXCHANGE OFFER

  The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the Exchange Offer made by URS
Corporation with respect to its Old Notes.

  This will instruct you to tender the Old Notes held by you for the account
of the undersigned, subject to the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.

  Please tender the Old Notes held by you for my account as indicated below:

    12 1/4% Senior Subordinated Notes due 2009 $__________________ (Aggregate
    Principal Amount of Old Notes)

    [_] Please do not tender any Old Notes held by you for my account.

    Dated: ____________, 1999

Signature(s): _________________________________________________________________

Print Name(s) here: ___________________________________________________________

(Print Address(es)): __________________________________________________________

(Area Code and Telephone Number(s)):___________________________________________

(Tax Identification or Social Security Number(s)): ____________________________

  None of the Old Notes held by us for your account will be tendered unless we
receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Old Notes held by us for
your account.