SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94113 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol URS CORP /NEW/ [ URS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/29/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								5,845,104	D(1)
Common Stock	10/29/2004		A(10)		325	A	$26.86	109,600	D(2)
Common Stock								346,195	D(3)(8)
Common Stock								221,588	D(4)(8)
Common Stock								102,700	D(5)(8)
Common Stock								230,810	D(6)(8)
Common Stock								34,267	D(7)(8)
Common Stock								243	D(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	$26.86	10/29/2004		A		325		(11)	(11)	Common Stock	325	$26.86	1,348	D(10)(11)

1. Name and Address of Reporting Person* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94113 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM RICHARD C (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM STRATEGIC GP LLC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RICHARD C BLUM & ASSOCIATES INC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic, and (ii) Richard C. Blum, a managing member of Blum GP. Both Blum GP anad Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

2. These shares are owned directly by Richard C. Blum who is a director of the Issuer.

3. These shares are owned directly by BK Capital Partners IV, L.P.

4. These shares are owned directly by Stinson Capital Partners, L.P.

5. These shares are owned directly by Stinson Capital Partners II, L.P.

6. These shares are owned directly by Stinson Capital Partners (QP), L.P.

7. These shares are owned directly by Stinson Capital Fund (Cayman), Ltd.

8. These shares may be deemed to be owned indirectly by the following parties: (i) Blum Capital Partners, L.P. ("Blum LP"), an investment manager with voting and investment discretion for the investment advisory account described in Note (7) and the general partner of the limited partnerships described in Notes (3), (4), (5) and (6); (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP; and (iii) Richard C. Blum, a significant stockholder and chairman of RCBA Inc. Blum LP, RCBA Inc. and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

9. These shares are owned directly by Blum LP. They may be deemed to be owned indirectly by RCBA Inc. and Richard C. Blum, as described in Note (8). RCBA Inc. and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

10. These shares were issued directly to Richard C. Blum pursuant to the Issuer's 1999 Equity Incentive Plan.

11. The shares of phantom stock are fully vested and will be issued to Richard C. Blum upon his termination of service as a director.

Remarks:

	See Attached Signature Page	11/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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