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)..........October 12, 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
     of incorporation)                                              Number)


          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.

As reported in registrant's Form 8-K dated June 2, 2000,  registrant and certain
of its subsidiaries filed voluntary petitions seeking relief under chapter 11 of
title 11 of the United States Code with the United States  Bankruptcy  Court for
the District of Delaware (the "Bankruptcy  Court").  As reported in registrant's
Form 8-K dated July 21, 2000, by Sale Order dated July 13, 2000,  the Bankruptcy
Court approved the sale of substantially  all of the assets of the registrant to
The Shaw Group Inc. ("Shaw") pursuant to an Asset Purchase Agreement dated as of
July 14,  2000 (the "Asset  Purchase  Agreement")  by and among the  registrant,
certain of its subsidiaries, and Shaw, which was consummated in substantial part
on July 14, 2000. The Asset  Purchase  Agreement was filed as Exhibit (2) to the
registrant's Form 8-K dated July 21, 2000.

The registrant's voluntary filing and the transactions contemplated by the Asset
Purchase Agreement, including the post-closing adjustment of the purchase price,
will result in changes to the Notes to the Consolidated Financial Statements and
the Management's  Discussion and Analysis of Financial  Condition and Results of
Operations,  including specifically the discussion of the financial condition of
the registrant required in the registrant's Form 10-Q for the quarter ended June
30, 2000, which the registrant has been unable to fully assimilate at this time.
The Registrant  had reported in the Form 12b-25 that it anticipated  filing Form
10-Q  for  the  quarter  ended  June  30,  2000  in  late  September;  it is now
anticipated  that the  registrant  will file its Form 10-Q for the quarter ended
June 30, 2000 in November 2000, and will more  accurately  reflect the status of
the registrant's financial condition.

On October 5, 2000,  registrant and certain of its  subsidiaries  entered into a
purchase  agreement  with  Merrill,  Lynch & Co.,  Credit  Suisse  First  Boston
Corporation  and others (the  "Underwriters")  pursuant to which  registrant and
such subsidiaries agreed to sell to the Underwriters  2,181,331 shares of common
stock of Shaw received in connection with the Asset Purchase Agreement for a net
price of $60.325 per share.  The transaction is expected to close on October 12,
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
                                       President and Chief Restructuring Officer

Date:  October 12, 2000