URS CORPORATION
URS FOX US LP
600 MONTGOMERY STREET, 26TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
December 4, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Jay Ingram, Legal Branch Chief |
| Erin Jaskot, Staff Attorney |
| Re: | URS Corporation and URS Fox US LP |
| Amendment No. 3 to Registration Statement on Form S-4 |
| (Registration No. 333-187968) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the Amendment No. 3 to the Registration Statement on Form S-4 (Registration No. 333-187968) (the “Registration Statement”) of URS Corporation and URS Fox US LP (the “Co-Issuers”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on December 5, 2013, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Steven B. Stokdyk, Esq., at (213) 891-7421.
The Co-Issuers acknowledge the following:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Co-Issuers from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Co-Issuers may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance in this matter.
| Very truly yours, | ||
| URS CORPORATION | ||
| By: | /s/ H. Thomas Hicks | |
| H. Thomas Hicks | ||
| Chief Financial Officer | ||
| URS FOX US LP | ||
| By: | /s/ H. Thomas Hicks | |
| H. Thomas Hicks | ||
| Authorized Representative | ||
| cc: | Steven B. Stokdyk, Esq., Latham & Watkins LLP |