==============================================================================

                     SECURIITES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                               AMENDMENT NO. 3

                                     TO

                               SCHEDULE 14D-9

                   SOLICITATION/RECOMMENDATION STATEMENT
                     PURSUANT TO SECTION 14(d)(4) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

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

                            DAMES & MOORE GROUP
                         (Name Of Subject Company)


                            DAMES & MOORE GROUP
                    (Name Of Person Filing Statement)

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

                  COMMON STOCK, PAR VALUE $.01 PER SHARE
                       (Title Of Class Of Securities)


                                 235713-10-4
                     (Cusip Number Of Class Of Securities)

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

                              ARTHUR C. DARROW
               CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            DAMES & MOOORE GROUP
                       911 WILSHIRE BOULEVARD, #700
                      LOS ANGELES, CALIFORNIA 90017
                               (213) 996-2000


         (Name, Address And Telephone Number Of Person Authorized To
  Receive Notice And Communications On Behalf Of Person(s) Filing Statement)

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

                                  COPIES TO:
                            JOHN M. NEWELL, ESQ.
                     633 WEST FIFTH STREET, SUITE 4000
                        LOS ANGELES, CALIFORNIA 90071
                               (213) 485-1234

==============================================================================





This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on May 11, 1999 by Dames & Moore Group, a Delaware
corporation (the "Company") (as amended through the date hereof, the
"Schedule 14D-9") relating to the cash tender offer by Demeter Acquisition
Corporation, a Delaware corporation (the "Purchaser"), a wholly owned
subsidiary of URS Corporation, a Delaware corporation ("Parent"), to purchase
all outstanding shares of Common Stock, par value $0.01 per share (the
"Common Stock"), at a price of $16.00 per share, net to the seller in cash
(subject to applicable withholding of taxes), without any interest, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated May 11, 1999, and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer"). Capitalized terms used and not defined herein shall have the
meanings given to them in the Offer to Purchase.

ITEM 8.  THE SOLICITATION OR RECOMMENDATION.

     The response to Item 8 is hereby amended by adding the following
paragraph after Item 8(e):

     (f)   On June 4, 1999, the Company filed its Form 10-K for the fiscal
year ended March 26, 1999, which is incorporated herein by reference
(Commission File No. 1-11075).






                                   SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment
No. 3 is true, complete and correct.


Dated: June 4, 1999

                                           DAMES & MOORE GROUP

                                           By:
                                              --------------------------------
                                              Mark A. Snell
                                              Executive Vice President and
                                              Chief Financial Officer