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):  May 6, 2004



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


                                   Delaware
                (State or other jurisdiction of incorporation)


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


                      600 Montgomery Street, 26th Floor
                    San Francisco, California  94111-2728
            (Address of principal executive offices and zip code)


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






Item 7.         Financial Statements, Pro Forma Financial Information and
                Exhibits.

        (c)     Exhibits

                99.1    Press Release, dated May 6, 2004, entitled "URS
                Corporation Reports $230 Million of Note Redemptions - Debt to
                Total Capitalization Ratio Will Be Reduced to Below 40%."

Item 12.        Results of Operations and Financial Condition

        On May 6, 2004, URS Corporation issued a press release entitled "URS
Corporation Reports $230 Million of Note Redemptions - Debt to Total
Capitalization Ratio Will Be Reduced to Below 40%."  A copy of the press
release is furnished pursuant to Item 12 as Exhibit 99.1 hereto.  Exhibit 99.1
attached hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended.


                                  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:  May 6, 2004                     By:     /s/ Kent P. Ainsworth
                                           ------------------------------
                                           Kent P. Ainsworth
                                           Executive Vice President, Chief
                                           Financial Officer and Secretary
                                           (Principal Financial Officer)


                                EXHIBIT INDEX


Exhibit
Number          Description
- -------         -----------
99.1            Press Release, dated May 6, 2004, entitled "URS Corporation
                Reports $230 Million of Note Redemptions - Debt to Total
                Capitalization Ratio Will Be Reduced to Below 40%.

EX-99.1

                                                                EXHIBIT 99.1
[URS LOGO]



Contacts:

URS Corporation                                 Citigate Sard Verbinnen

Kent P. Ainsworth                               Hugh Burns/Jamie Tully
Executive Vice President                        (212) 687-8080
& Chief Financial Officer
OR
David C. Nelson
Vice President & Corporate Treasurer
(415) 774-2700


           URS CORPORATION REPORTS $230 MILLION OF NOTE REDEMPTIONS

       Debt To Total Capitalization Ratio Will Be Reduced To Below 40%

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

        SAN FRANCISCO, CA - May 6, 2004 - URS Corporation (NYSE: URS) announced
 today that it has issued notices for the redemptions of $70 million of its
11 1/2% Senior Notes due 2009 and $160 million of its 12 1/4% Senior
Subordinated Notes due 2009.

        The Note redemptions will be funded with the net proceeds of the
Company's recently completed public offering of 8.1 million shares of its
Common Stock at a public offering price of $26.50 per share, including the 7.5
million shares previously announced and an additional 600,000 shares sold upon
partial exercise of the underwriters' over-allotment option, and with
borrowings under its existing Senior Secured Credit Agreement.

        The announced redemptions will reduce the Company's net debt by an
aggregate of $180 million, which will reduce the Company's debt to total
capitalization ratio to below 40% during the third quarter ending July 31,
2004.

        Commenting on the transactions, Martin M. Koffel, Chairman and Chief
Executive Officer, stated: "Over the past decade, we have used debt to finance
a series of strategic acquisitions, which we have successfully integrated to
create one of the largest engineering and design services firms in the world
and one of the leading providers of operations and maintenance services to the
U.S. federal government.  I am pleased that, with the redemptions announced
today, we will have



achieved our stated goal, following our 2002 acquisition of EG&G, of reducing
our debt to capitalization ratio to below 40%.  Although we have demonstrated
our ability to service our debt load, the redemptions will benefit our already
strong cash flow."

        Mr. Koffel continued: "The Note redemptions will immediately save the
Company approximately $27 million in annualized interest cost.  These
transactions will improve our financial strength, enhance stockholder value and
allow us to continue to invest in the business and further enhance our ability
to perform for our clients."

        This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of the Notes and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale is
unlawful.

        URS Corporation offers a comprehensive range of professional planning
and design, systems engineering and technical assistance, program and
construction management, and operations and maintenance services for surface
transportation, air transportation, rail transportation, industrial process,
facilities and logistics support, water/wastewater treatment, hazardous waste
management and military platforms support.  Headquartered in San Francisco, the
Company operates in over 20 countries with approximately 26,000 employees
providing engineering and technical services to federal, state and local
governmental agencies as well as private clients in the chemical,
manufacturing, pharmaceutical, forest products, mining, oil and gas, and
utilities industries (www.urscorp.com).

                                    # # #

Statements contained in this press release that are not historical facts may
constitute forward-looking statements, including statements relating to the
Company's future prospects, leverage ratios and growth opportunities.  The
Company believes that its expectations are reasonable and are based on
reasonable assumptions.  However, such forward-looking statements by their
nature involve risks and uncertainties that could cause actual results to
differ materially from the results predicted.  The potential risks and
uncertainties include, but are not limited to: the recent economic downturn;
the Company's dependence on government appropriations; changes in regulations;
the Company's ability to manage its contracts; the Company's ability to service
its debt;  pending and future litigation; industry competition; the Company's
ability to attract and retain key individuals; risks associated with
international operations; the Company's ability to successfully integrate its
accounting and management information systems; and other factors discussed more
fully in the Company's reports filed from time to time with the Securities and
Exchange Commission.  The Company assumes no obligation to update any
forward-looking statements.