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 21, 2008

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:

¨ 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))

Item 2.02 Results of Operations and Financial Condition

On April 21, 2008, the Registrant issued a press release announcing its financial results for the second quarter of fiscal 2008 and for the six months ended March 31, 2008, and certain other financial information. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

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 21, 2008 announcing the Company’s financial results for the second quarter of fiscal 2008 and for the six months ended March 31, 2008 and the Company’s earnings guidance for the fiscal year ending September 30, 2008.

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

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 22, 2008

Page 3

Exhibit Index

99.1 Press Release dated April 21, 2008

Page 4

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE April 21, 2008

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

Jacobs Engineering Group Inc. Reports Record Earnings

and Backlog for the Second Quarter of Fiscal 2008

PASADENA, CALIF.—Jacobs Engineering Group Inc. (NYSE:JEC) announced today its financial results for the second quarter of fiscal 2008 ended March 31, 2008.

Second Quarter Fiscal 2008 Highlights:

• Diluted EPS for the second quarter grew to $0.80, a 45.5% increase over the corresponding quarter last year

• Diluted EPS for the six months ended March 31, 2008 grew to $1.59, a 50.0% increase over the corresponding period last year

• Net earnings for the second quarter rose to $99.3 million, a 47.7% increase over the corresponding quarter last year

• Net earnings for the six months ended March 31, 2008 rose to $197.7 million, a 53.9% increase over the corresponding period last year

• Backlog increased $5.5 billion, or 51.5%, from March 31, 2007 to $16.2 billion

Jacobs reported today record net earnings of $99.3 million, or $0.80 per diluted share, on revenues of $2.7 billion for its second quarter of fiscal 2008 ended March 31, 2008. This compares to net earnings of $67.2 million, or $0.55 per diluted share, on revenues of $2.1 billion for the same period last year.

For the six months ended March 31, 2008, Jacobs reported net earnings of $197.7 million, or $1.59 per diluted share, on revenues of $5.1 billion. This compares to net earnings of $128.5 million, or $1.06 per diluted share, on revenues of $4.1 billion for the same period in fiscal 2007.

Included in the Company’s results of operations for the six months ended March 31, 2008 is an after-tax gain of $5.4 million, or $0.04 per diluted share, from the sale of its interest in a company that provides specialized operations and maintenance services, such as snow removal and pavement repair, for highways and associated facilities.

Jacobs also announced backlog totaling $16.2 billion at March 31, 2008, including a technical professional services component of $7.6 billion. This compares to total backlog and technical professional services backlog of $10.7 billion and $5.8 billion, respectively, at March 31, 2007.

Page 5

Commenting on the results for the second quarter, Jacobs President and CEO Craig L. Martin stated, “We continue to be pleased with our results, both in terms of earnings and backlog growth. Our markets are strong as well, so our outlook remains positive.”

Also commenting on the results for the second quarter and on the Company’s earnings outlook for the remainder of fiscal 2008, Jacobs Chief Financial Officer John W. Prosser, Jr. stated, “Reflecting another strong quarter, we are increasing our earnings per share guidance for fiscal 2008 to a range of $3.00 to $3.30 inclusive of the one-time gain in the first quarter.”

Jacobs is hosting a conference call at 11:00 a.m. Eastern time on Tuesday, April 22, 2008, which they are webcasting live on the Internet at www.jacobs.com. The taped teleconference is accessible from any touch-tone phone and will be available 24 hours a day through April 29, 2008. The dial-in number for the audio replay is 888.286.8010 and for international callers the dial-in number is 617.801.6888 (confirmation code 25067937).

Jacobs, with over 54,000 employees and revenues exceeding $9.0 billion, provides technical, professional, and construction services globally.

Statements made in this press release that are not based on historical fact are forward-looking statements. Although such statements are based on management’s current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements. We caution the reader that there are a variety of factors that could cause business conditions and results to differ materially from what is contained in our forward-looking statements. For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements please refer to our 2007 Form 10-K, and in particular the discussions contained under Item 1 –Business; Item 1A – Risk Factors; Item 3 – Legal Proceedings; and Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. We also caution the readers of this release that we do not undertake to update any forward-looking statements made herein.

[ MORE ]

Page 6

Financial Highlights:

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

	Three Months Ended March 31						Six Months Ended March 31
	2008			2007			2008			2007
Revenues	$	2,664,794		$	2,091,704		$	5,136,611		$	4,110,212
Costs and Expenses:
Direct costs of contracts		(2,230,200	)		(1,800,880	)		(4,314,047	)		(3,547,938	)
Selling, general, and administrative expenses		(280,442	)		(188,335	)		(527,156	)		(365,411	)
Operating Profit		154,152			102,489			295,408			196,863
Other (Expense) Income:
Interest income		3,298			5,285			7,878			9,533
Interest expense		(569	)		(1,954	)		(1,870	)		(3,548	)
Miscellaneous (expense) income, net		(1,707	)		(779	)		7,463			(2,084	)
Total other income, net		1,022			2,552			13,471			3,901
Earnings Before Taxes		155,174			105,041			308,879			200,764
Income Tax Expense		(55,862	)		(37,815	)		(111,197	)		(72,276	)
Net Earnings	$	99,312		$	67,226		$	197,682		$	128,488
Earnings Per Share (“EPS”):
Basic	$	0.82		$	0.57		$	1.64		$	1.09
Diluted	$	0.80		$	0.55		$	1.59		$	1.06
Weighted Average Shares Used to Calculate EPS:
Basic		120,955			118,129			120,520			117,891
Diluted		124,280			121,805			124,149			121,580

[ MORE ]

Page 7

Other Operational Information (in thousands):

	Three Months Ended March 31				Six Months Ended March 31
	2008		2007		2008		2007
Revenues by Major Component:
Technical professional services	$	1,478,325	$	1,100,678	$	2,804,354	$	2,057,360
Field services		1,186,469		991,026		2,332,257		2,052,852
Total	$	2,664,794	$	2,091,704	$	5,136,611	$	4,110,212
Depreciation (pre-tax)	$	14,987	$	12,454	$	29,337	$	23,339
Capital Expenditures	$	25,516	$	19,554	$	43,862	$	34,544

Selected Balance Sheet and Backlog Information (in thousands):

	At March 31
	2008		2007
Balance Sheet Information:
Cash and cash equivalents	$	392,512	$	480,877
Working capital		995,496		878,884
Total debt		33,057		69,650
Stockholders’ equity		2,109,047		1,579,264
Backlog Information:
Technical professional services	$	7,562,000	$	5,835,100
Field services		8,668,500		4,877,100
Total	$	16,230,500	$	10,712,200

[ END ]

Page 8