UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):   June 1, 2005

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

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

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

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure.

     On June 1, 2005, URS Corporation (the “Company”) announced that it is commencing a tender offer (the “Note Repurchase”) to purchase, for cash, any and all of its outstanding $130 million aggregate principal amount of 11¹/2% Senior Notes Due 2009. The Company intends to fund the Note Repurchase with proceeds from a proposed public offering of 3.69 million shares of common stock, together with available cash and borrowings, if necessary. A copy of the press release, entitled “URS Corporation Announces Tender Offer for Outstanding 11¹/2% Notes; Proceeds from Offering of Common Stock to be Used for Note Repurchase,” is furnished and not filed pursuant to Item 7.01 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.

Item 9.01  Financial Statements and Exhibits.

(c)   Exhibits

99.1   Press Release, dated June 1, 2005, entitled “URS Corporation Announces Tender Offer for Outstanding 11¹/2% Notes; Proceeds from Offering of Common Stock to be Used for Note Repurchase.”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URS CORPORATION
Dated:   June 1, 2005	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit
No.		Description
	99.1	Press Release, dated June 1, 2005, entitled “URS Corporation Announces Tender Offer for Outstanding 111/2% Notes; Proceeds from Offering of Common Stock to be Used for Note Repurchase.”