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)..........May 22, 2000


                          STONE & WEBSTER, INCORPORATED
             (Exact name of registrant as specified in its charter)

           Delaware                     1-1228                   13-5416910
 (State or other jurisdiction   (Commission File Number)   (IRS Employer Number)
    of incorporation)

                245 Summer Street, Boston, MA              02210
          (Address of principal executive offices)       (Zip Code)

       Registrant's telephone number, including area code: (617) 589-5111










Item 5.    Other Events.

     The text of registrant's press release dated May 22, 2000,  announcing that
the Company's stock is trading as an over-the-counter  equity security under the
symbol  "SWBI" is  included  in Exhibit 99 to this Form 8-K and is  incorporated
herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         Exhibits

         (99) Text of registrant's press release dated May 22, 2000












                                   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 thereunto duly authorized.

                                        STONE & WEBSTER, INCORPORATED




                                        By:  /S/ THOMAS L. LANGFORD
                                             -----------------------------------
                                                 Thomas L. Langford
                                                 Executive Vice President
                                                 and Chief Financial Officer

Date:  May 23, 2000