8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2002

URS Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-7567
(Commission File No.) 94-1381538
(I.R.S. Employer Identification No.)

100 California Street, Suite 500,
San Francisco, California 94111-4529
(Address of principal executive offices and zip code)

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

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 9. Regulation FD Disclosure.
SIGNATURE
EXHIBIT INDEX
Statement of Principal Executive Officer
Statement of Principal Financial Officer

Item 7. Financial Statements and Exhibits.

     (c)  Exhibits.

The following exhibits are furnished herewith:

Exhibit
Number	Description
99.1	Statement under oath of Principal Executive Officer, Martin M. Koffel, in response to the Securities and Exchange Commission’s order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460)
99.2	Statement under oath of Principal Financial Officer, Kent P. Ainsworth, in response to the Securities and Exchange Commission’s order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460)

Item 9. Regulation FD Disclosure.

On September 9, 2002, the URS Corporation’s Principal Executive Officer, Martin M. Koffel, and Principal Financial Officer, Kent P. Ainsworth, submitted their statements under oath in response to the order of the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460).

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	URS CORPORATION
Dated: September 9, 2002	By:	/s/   Kent Ainsworth
		Kent P. Ainsworth Executive Vice President Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Statement under oath of Principal Executive Officer, Martin M. Koffel, in response to the Securities and Exchange Commission’s order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460)
99.2	Statement under oath of Principal Financial Officer, Kent P. Ainsworth, in response to the Securities and Exchange Commission’s order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460)

EX-99.1 3 f84310exv99w1.htm STATEMENT OF PRINCIPAL EXECUTIVE OFFICER

EXHIBIT 99.1

Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings

I, Martin M. Koffel, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of the URS Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K of the URS Corporation for the year ended October 31, 2001 filed with the Commission on January 16, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the URS Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/   Martin M. Koffel Martin M. Koffel
Chief Executive Officer

September 6, 2002 Subscribed and sworn to
before me this 6th day of
September, 2002.
    
/s/   Carol Brummerstedt Notary Public

My Commission Expires:
January 10, 2006

[notary seal]

EX-99.2 4 f84310exv99w2.htm STATEMENT OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 99.2

Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings

I, Kent P. Ainsworth, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of the URS Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K of the URS Corporation for the year ended October 31, 2001 filed with the Commission on January 16, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the URS Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/   Kent Ainsworth Kent Ainsworth
Chief Financial Officer
September 6, 2002 Subscribed and sworn to
before me this 6th day of
September, 2002.
   
/s/   Carol Brummerstedt Notary Public

My Commission Expires:
January 10, 2006

[notary seal]

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

exv99w1

EX-99.2

exv99w2