8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington DC 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): July 26, 2004

Jacobs Engineering Group Inc.

(Exact name of Registrant as specified in its charter)

Delaware	1-7463	95-4081636
(State of incorporation)	(SEC File No.)	(IRS Employer identification number)

1111 S. Arroyo Parkway, Pasadena, California	91105
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number (including area code): (626) 578-3500

Item 12. Results of Operations and Financial Condition

On July 26, 2004, the Registrant issued a press release announcing its results of operations for the third quarter of fiscal 2004 as well as certain other financial information. A copy of the press release is attached to this Form 8-K as Exhibit 99.1

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SIGNATURES

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.

JACOBS ENGINEERING GROUP INC.
By:	/s/ John W. Prosser, Jr.
Name:	John W. Prosser, Jr.
Title:	Executive Vice President
	Finance and Administration

Date: July 27, 2004

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Exhibit Index

99.1 Press Release dated July 26, 2004.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE July 26, 2004

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

Jacobs Engineering Group Inc.

Reports Earnings for the Third Quarter of Fiscal 2004

PASADENA, CALIF. - Jacobs Engineering Group Inc. (NYSE:JEC) announced net earnings of $29.9 million, or $0.52 per diluted share, on revenues of $1.1 billion for the third quarter of fiscal 2004 ended June 30, 2004. This compares to net earnings of $32.9 million, or $0.58 per diluted share, on revenues of $1.1 billion for the third quarter of fiscal 2003.

For the nine months ended June 30, 2004, Jacobs reported net earnings of $98.5 million, or $1.72 per diluted share, on revenues of $3.4 billion. This compares to net earnings of $94.5 million, or $1.68 per diluted share, on revenues of $3.6 billion for the nine months ended June 30, 2003.

Jacobs also announced backlog at June 30, 2004 totaling $7.0 billion, including a technical professional services component of $3.6 billion. This compares to total backlog and technical professional services backlog of $6.5 billion and $3.3 billion, respectively, at June 30, 2003. During the quarter, Jacobs removed approximately $310.0 million from backlog, including $150.0 million relating to procurement activity on a large oil and gas project where the client decided to perform the procurement directly.

Commenting on the results for the third quarter of fiscal 2004, Chief Executive Officer Noel G. Watson stated, “We are obviously disappointed with this quarter’s results. As we stated in our press release on June 28, we had several projects where our work was suspended or delayed, and one project that was cancelled entirely. In spite of these events, our business prospects remain strong. We had a solid sales quarter, and our backlog at quarter-end totals $7.0 billion, in spite of the backlog adjustments made.”

In commenting on the earnings outlook for the remainder of fiscal 2004, Chief Financial Officer John W. Prosser, Jr. stated, “Our guidance for fiscal 2004 is between $2.22 and $2.28 per share. Our preliminary guidance for fiscal year 2005 reflects achieving earnings in the range of $2.40 to $2.70 per share.”

Jacobs will host a conference call at 11:00 a.m. Eastern time on Tuesday, July 27, 2004, which will be webcast live on the Internet on www.jacobs.com. The taped teleconference is accessible from any touch-tone phone and will be available 24 hours a day through August 3, 2004. The dial-in number for the audio replay is 719.457.0820, confirmation code 786079.

Jacobs, with over 35,000 employees and revenues approaching $5.0 billion, provides technical, professional, and construction services globally.

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Any statements made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’s best judgement as to what may occur in the future. However, Jacobs’ actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions (“Future Factors”), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section “Forward-Looking Statements” included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s 2003 Annual Report on Form 10-K.

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Financial Highlights:

Results of Operations (in thousands, except per-share data)

	Three Months Ended June 30						Nine Months Ended June 30
	2004			2003			2004			2003
Revenues	$	1,119,536		$	1,131,105		$	3,378,549		$	3,552,391
Costs and Expenses:
Direct costs of contracts		(960,418	)		(972,991	)		(2,889,257	)		(3,084,370	)
Selling, general and administrative expenses		(112,487	)		(107,564	)		(337,458	)		(322,114	)
Operating Profit		46,631			50,550			151,834			145,907
Other Income (Expense):
Interest income		573			393			2,117			783
Interest expense		(649	)		(557	)		(2,221	)		(2,565	)
Miscellaneous income (expense), net		(509	)		168			(184	)		1,229
Total other income (expense)		(585	)		4			(288	)		(553	)
Earnings Before Taxes		46,046			50,554			151,546			145,354
Income Tax Expense		(16,116	)		(17,694	)		(53,041	)		(50,874	)
Net Earnings	$	29,930		$	32,860		$	98,505		$	94,480
Earnings Per Share:
Basic	$	0.53		$	0.59		$	1.76		$	1.72
Diluted		0.52			0.58			1.72			1.68
Weighted Average Shares Used to Calculate Earnings Per Share:
Basic		56,274			55,334			56,037			55,013
Diluted		57,555			56,643			57,414			56,211

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Other Operational Information (in thousands)

	Three Months Ended June 30				Nine Months Ended June 30
	2004		2003		2004		2003
Revenues by Major Component:
Technical professional services	$	549,283	$	539,285	$	1,688,796	$	1,606,518
Field services		570,253		591,820		1,689,753		1,945,873
Total	$	1,119,536	$	1,131,105	$	3,378,549	$	3,552,391
Depreciation Before Taxes	$	8,217	$	8,981	$	25,442	$	26,669
Capital Expenditures	$	8,975	$	5,107	$	24,596	$	20,792

Selected Balance Sheet and Backlog Information (in thousands):

	At June 30,
	2004		2003
Balance Sheet Information:
Cash and cash equivalents	$	173,302	$	109,979
Working capital		473,659		288,333
Total debt		26,903		34,543
Stockholders’ equity		957,035		811,149
Backlog Information:
Technical professional services	$	3,648,100	$	3,257,400
Field services		3,374,500		3,251,600
Total	$	7,022,600	$	6,509,000