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| November 30, 2005 | www.cooley.com | Washington, DC 202 842-7800 | ||
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| Re: | URS Corporation Response to Comments Received Telephonically on November 30, 2005, regarding: | |
| Registration Statement on Form S-3/A Filed November 21, 2005 File No. 333-129266 |
| Blum Fund | Shares Owned | Obtained via: |
| Blum Strategic Partners, L.P. | 3,086,621 | Private placement investment in URS in June 1999 in exchange for convertible preferred securities, which funds were used by URS to help finance its acquisition of Dames & Moore; all preferred stock was converted into URS common stock in June 2002. |
| BK Capital Partners IV, L.P. | 182,815 | Exercise of warrant in February 1997; warrant was originally acquired in May 1996 from Executive Life Insurance Company. |
| Stinson Capital Partners, L.P. | 117,015 | Transfer of 109,029 shares from BK Capital Partners I, L.P. in May 1998;1 and purchase of an aggregate of 7,986 shares on the open market in December 1999 and January 2000. |
| Stinson Capital Partners II, L.P. | 54,233 | Transfer of shares from BK Capital Partners I, L.P. in May 1998.1 |
| Stinson Capital Fund (Cayman), Ltd. | 18,096 | Transfer of shares from BK Capital Partners I, L.P. in May 1998. 1 |
| Stinson Capital Partners (QP), L.P. | 104,112 | Transfer of shares from Stinson Capital Partners, L.P. in March 2003, which shares originated as follows: |
| • 102,242 shares transferred to Stinson Capital Partners, L.P. from BK Capital Partners I, L.P. 1 | ||
| • aggregate of 1,870 shares purchased by Stinson Capital Partners, L.P. on the open market in December 1999 and January 2000. | ||
| Stinson Capital Partners S, L.P. | 17,772 | Transfer of shares from Stinson Capital Partners (QP), L.P. in January 2005, of which 17,772 of these shares originated as follows: |
| • 17,453 shares transferred to Stinson Capital Partners (QP), L.P. from BK Capital Partners I, L.P. 1 | ||
| • aggregate of 319 shares purchased by Stinson Capital Partners (QP), L.P.were purchased on the open market in December 1999 and January 2000. | ||
| Blum Capital Partners, L.P. | 243 | Transfer of shares received from Stinson Capital Partners III, L.P. in connection with the withdrawal of the limited partner from Stinson Capital Partners III, L.P. in February 2004. Stinson Capital Partners III, L.P. acquired all such shares in open market purchases in December 1999 and January 2000. |
| 1 | BK Capital Partners I, L.P. acquired (a) 403,546 shares through the exercise in February 1997 of a warrant acquired from the Company in February 1990, in connection with a private financing with URS and (b) 104,719 shares in connection with another private financing with URS in January 1989. |
| cc: | Kent P. Ainsworth, Executive Vice President and Chief Financial Officer Corporation, URS Corporation | |
| Joseph Masters, Vice President and General Counsel | ||
| Charles Szurgot, Securities and Corporate Counsel, URS Corporation | ||
| Samuel M. Livermore, Esq., Cooley Godwardllp | ||
| Todd A. Hamblet, Esq., Cooley Godwardllp |
