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): April 25, 2005

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

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):

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

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

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

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

Jacobs Engineering Group Inc.

Item 2.02 Results of Operations and Financial Condition

On April 25, 2005, the Registrant issued a press release announcing its earnings results for the quarter ended March 31, 2005, and certain other financial information. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

On page 4 of the press release the Company provides revenues by major component. Although total revenues by major component set forth in the press release are accurate, certain technical professional services revenue was inadvertently categorized as field services revenue for the three and six months ended March 31, 2004. The values for technical professional services for the three and six months ended March 31, 2004 should read $573,551 and $1,139,513, respectively and the values for field services for the three and six months ended March 31, 2004 should read $550,333 and $1,119,500, respectively.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

The following exhibit is furnished as part of this Report pursuant to Item 2.02.

99.1 Press Release dated April 25, 2005 announcing the Company’s financial results for the quarter ended March 31, 2005 and the Company’s earnings guidance for the remainder of the fiscal year ending September 30, 2005.

The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including the exhibit, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.

Page 2

Jacobs Engineering Group Inc.

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 hereunto 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: April 26, 2005

Page 3

Jacobs Engineering Group Inc.

Exhibit Index

99.1 Press Release dated April 25, 2005

Page 4

Jacobs Engineering Group Inc.

EX-99.1

Exhibit 99.1

1111 South Arroyo Parkway 7084	Press Release
P.O. Box 7084
Pasadena, California 91105-7084 U.S.A.
1.626.578.3500 Fax 1.626.578.6916

FOR IMMEDIATE RELEASE                         April 25, 2005

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

Jacobs Engineering Group Inc. Financial Results

for the Second Quarter of Fiscal 2005

PASADENA, CALIF. — Jacobs Engineering Group Inc. (NYSE: JEC) —

Second Quarter Highlights:

• Backlog increases 13.9% from March 31, 2004 to $8.2 billion

• Revenues increase 23.1% from the second quarter of fiscal 2004 to $1.4 billion

• $0.61 EPS – On target

• Fiscal 2005 EPS guidance is $2.44 to $2.62

Jacobs announced today net earnings of $35.7 million, or $0.61 per diluted share, on revenues of $1.4 billion for the second quarter of fiscal 2005 ended March 31, 2005. This compares to net earnings of $34.8 million, or $0.61 per diluted share, on revenues of $1.1 billion for the second quarter of fiscal 2004.

Commenting on the results for the second quarter, Jacobs Chairman and CEO Noel G. Watson stated, “We had a very good second quarter of fiscal 2005. Our results continued to be in-line with management’s expectations, and we continue to book new work at a solid pace. Our backlog at March 31, 2005 includes significant wins from clients in the oil and gas, U.S. federal programs, and infrastructure markets.”

For the six months ended March 31, 2005, Jacobs reported net earnings of $68.2 million, or $1.17 per diluted share, on revenues of $2.7 billion. This compares to net earnings of $68.6 million, or $1.20 per diluted share, on revenues of $2.3 billion for the same period in fiscal 2004.

Jacobs also announced backlog at March 31, 2005 totaling $8.2 billion, including a technical professional services component of $4.5 billion. This compares to total backlog and technical professional services backlog of $7.2 billion and $3.6 billion, respectively, at March 31, 2004.

Jacobs Engineering Group Inc.

Commenting on the Company’s earnings outlook for the remainder of the fiscal year, Jacobs Chief Financial Officer John W. Prosser, Jr. stated, “We are narrowing our earnings per share guidance to a range of $2.44 to $2.62 for fiscal 2005.”

Jacobs is hosting a conference call at 11:00 a.m. Eastern time on Tuesday, April 26, 2005, which they are webcasting live at www.jacobs.com. The taped teleconference is accessible from any touch-tone phone and will be available 24 hours a day through May 3, 2005. The dial-in number for the audio replay is 706.645.9291 (reference code 5460044).

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

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 2004 Annual Report on Form 10-K.

[ MORE ]

Jacobs Engineering Group Inc.

Financial Highlights:

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

	Three Months Ended March 31						Six Months Ended March 31
	2005			2004			2005			2004
Revenues	$	1,383,195		$	1,123,884		$	2,666,495		$	2,259,013
Costs and Expenses:
Direct costs of contracts		(1,181,719	)		(955,972	)		(2,276,281	)		(1,928,839	)
Selling, general and administrative expenses		(143,837	)		(115,127	)		(279,856	)		(224,971	)
Operating Profit		57,639			52,785			110,358			105,203
Other Income (Expense):
Interest income		977			584			1,787			1,544
Interest expense		(1,647	)		(756	)		(3,542	)		(1,572	)
Miscellaneous income (expense), net		(1,248	)		887			(2,053	)		325
Total other income (expense)		(1,918	)		715			(3,808	)		297
Earnings Before Taxes		55,721			53,500			106,550			105,500
Income Tax Expense		(20,061	)		(18,725	)		(38,360	)		(36,925	)
Net Earnings	$	35,660		$	34,775		$	68,190		$	68,575
Earnings Per Share:
Basic	$	0.63		$	0.62		$	1.20		$	1.23
Diluted		0.61			0.61			1.17			1.20
Weighted Average Shares Used to Calculate Earnings Per Share:
Basic		56,953			55,995			56,848			55,932
Diluted		58,444			57,343			58,204			57,349

Jacobs Engineering Group Inc.

Other Operational Information (in thousands)

	Three Months Ended March 31				Six Months Ended March 31
	2005		2004		2005		2004
Revenues by Major Component:
Technical professional services	$	732,167	$	522,478	$	1,373,008	$	1,017,528
Field services		651,028		601,406		1,293,487		1,241,485
Total	$	1,383,195	$	1,123,884	$	2,666,495	$	2,259,013
Depreciation Before Taxes	$	9,602	$	8,606	$	19,065	$	17,226
Capital Expenditures	$	15,406	$	8,016	$	22,883	$	15,621

Selected Balance Sheet and Backlog Information (in thousands):

	At March 31,
	2005		2004
Balance Sheet Information:
Cash and cash equivalents	$	155,143	$	171,992
Working capital		497,792		450,945
Total debt		121,294		19,912
Stockholders’ equity		1,090,528		925,616
Backlog Information:
Technical professional services	$	4,537,600	$	3,614,000
Field services		3,690,300		3,609,700
Total	$	8,227,900	$	7,223,700

Jacobs Engineering Group Inc.