EXHIBIT 24.1

                                POWER OF ATTORNEY

Each person whose  signature  appears below hereby  constitutes and appoints any
one of MARTIN  M.  KOFFEL  and KENT P.  AINSWORTH,  each with full  power to act
without  the other,  as his or her true and lawful  attorney-in-fact  and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities,  to sign the Annual Report
on Form 10-K for fiscal year 2001 of URS Corporation,  and any or all amendments
thereto, and to file the same with all the exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in  connection  therewith,  as fully to all extents and  purposes as he
might or could do in person,  thereby  ratifying  and  confirming  all that such
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

This Power of Attorney may be executed in separate counterparts.


Dated:   December 18, 2001


/s/ Richard C. Blum                     /s/ Martin M. Koffel
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Richard C. Blum                             Martin M. Koffel
Director                                    Director


/s/ Armen Der Marderosian               /s/ Richard B. Madden
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Armen Der Marderosian                       Richard B. Madden
Director                                    Director


/s/ S. Robert Foley, Jr.                /s/ Jean-Yves Perez
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S. Robert Foley, Jr.                        Jean-Yves Perez
Director                                    Director


/s/ Marie L. Knowles                    /s/ Richard Q. Praeger
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Marie L. Knowles                        Richard Q. Praeger
Director                                Director


/s/ Irwin L. Rosenstein                 /s/ William D. Walsh
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Irwin L. Rosenstein                         William D. Walsh
Director                                    Director