EXHIBIT 5






                         MUDGE ROSE GUTHRIE ALEXANDER & FERDON
                                    180 MAIDEN LANE
                             NEW YORK, NEW YORK 10038-4996

                                     June 22, 1995



Stone & Webster, Incorporated
250 West 34th Street
New York, New York 10119


                  Re:   Stone & Webster, Incorporated
                        Registration Statement on Form S-8


Ladies and Gentlemen:

      We have acted as counsel to Stone & Webster, Incorporated, a
Delaware corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act") with respect to the
Corporation's 1995 Stock Plan For Non-Employee Directors (the "Plan"). 
The Registration Statement covers 100,000 shares of the Common Stock,
$1.00 par value, of the Corporation (the "Shares") to be delivered under
the Plan.

      Based upon examination of such corporate records, documents and
questions of law as we have considered necessary or appropriate for the
purposes of this opinion, we are pleased to advise you that in our
opinion:

      1.    The Corporation has been duly organized and is an existing
      corporation in good standing under the laws of the State of
      Delaware.

      2.    When the Registration Statement shall become effective and the
      Shares are delivered in accordance with the terms of the Plan, the
      Shares will be legally issued, fully paid and non-assessable.

            We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.  By giving the foregoing consent, we do
not admit that we are within the category of persons whose consent is
required by Section 7 of the Act.


                                               Very truly yours,

                                   /s/ Mudge Rose Guthrie Alexander & Ferdon