FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended April 30, 1997
OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 1-7567

URS CORPORATION
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(Exact name of registrant as specified in its charter)

Delaware 94-1381538
- -------------------------------------- ----------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)

100 California Street, Suite 500
San Francisco, California 94111-4529
- ------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 415-774-2700
---------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Class Outstanding at June 6, 1997
- -------------------------------- -----------------------------------------
Common stock, $.01 par value 10,548,092

Page 1 of 11
Exhibit Index on Page 10

URS CORPORATION AND SUBSIDIARIES

This Form 10-Q for the second quarter ended April 30, 1997 contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those discussed here. Factors that
might cause such a difference include, but are not limited to, those discussed
elsewhere in this Form 10-Q and those incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996
and Form S-8 Registration Statement, as amended (File No. 33-61230), filed with
the Securities and Exchange Commission.

PART I. FINANCIAL INFORMATION:

In the opinion of management, the information furnished reflects all
adjustments, consisting only of normal recurring adjustments, which are
necessary for a fair statement of the interim financial information. Net
earnings per share computations are based upon the weighted average number of
common shares outstanding during the period plus shares issuable under warrants
and stock options that have a dilutive effect.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These condensed financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996.
The results of operations for the three and six month periods ended April 30,
1997 are not necessarily indicative of the operating results for the full year.

Item 1. Financial Statements (unaudited)

Consolidated Balance Sheets

April 30, 1997 and October 31, 1996 . . . . . . . . . . . . . . . . .3

Consolidated Statements of Operations

Three and six months ended April 30, 1997 and 1996 . . . . . . . . .4

Consolidated Statements of Cash Flows

Six months ended April 30, 1997 and 1996 . . . . . . . . . . . . . .5

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . .6

PART II. OTHER INFORMATION:

Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . 9

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . 9

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

April 30, October 31,
ASSETS 1997 1996
--------- ---------
(unaudited)

Current assets:
Cash $ 9,825 $ 22,370
Accounts receivable, less allowance for
doubtful accounts of $1,671 and $2,447 80,512 75,159
Costs and accrued earnings in excess of
billings on contracts in process, less
allowances for losses of $1,845 and $2,419 24,751 20,855
Deferred income taxes 7,474 7,077
Prepaid expenses and other 3,425 2,426
--------- ---------
Total current assets 125,987 127,887

Property and equipment at cost, net 15,836 15,815
Goodwill, net 42,319 40,261
Other assets 1,733 1,644
--------- ---------
$ 185,875 $ 185,607
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 22,333 $ 21,684
Accrued salaries and wages 14,428 12,131
Accrued expenses and other 17,759 20,063
Billings in excess of costs and accrued earnings on
contracts in process 9,448 8,849
Deferred income taxes 3,413 2,913
Long-term debt, current portion 4,475 4,675
--------- ---------
Total current liabilities 71,856 70,315

Long-term debt 43,379 52,390
Long-term debt, related parties -- 2,979
Deferred compensation and other 1,701 3,227
--------- ---------
Total liabilities 116,936 128,911
--------- ---------
Stockholders' equity:
Common shares, par value $.01; authorized 20,000 shares;
issued 10,548 and 8,640 shares 104 88
Treasury stock (287) (287)
Additional paid-in capital 49,468 41,894
Retained earnings since February 21, 1990, date of
quasi-reorganization 19,654 15,001
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Total stockholders' equity 68,939 56,696
--------- ---------
$ 185,875 $ 185,607
========= =========

URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Three months ended Six months ended
April 30, April 30,
---------------------------- ----------------------------
1997 1996 1997 1996
-------- -------- -------- --------
(unaudited) (unaudited)

Revenues $ 99,759 $ 64,864 $195,301 $113,367
-------- -------- -------- --------
Expenses:
Direct operating 59,071 39,128 116,075 69,525
Indirect, general and
administrative 35,230 22,466 68,687 38,935
Interest expense, net 1,381 698 2,816 1,004
-------- -------- -------- --------
95,682 62,292 187,578 109,464
-------- -------- -------- --------

Income before taxes 4,077 2,572 7,723 3,903
Income tax expense 1,620 1,050 3,070 1,570
-------- -------- -------- --------
Net income $ 2,457 $ 1,522 $ 4,653 $ 2,333
======== ======== ======== ========
Net income per share:
Primary and fully diluted $ .24 $ .18 $ .46 $ .29
======== ======== ======== ========

URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Six Months Ended
April 30,
1997 1996
-------- --------
(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 4,653 $ 2,333
Adjustment to reconcile net income to net cash provided (used)
by operating activities:
Depreciation and amortization 4,152 1,983
Allowance for doubtful accounts and losses (1,350) (4)
Changes in current assets and liabilities; net of effect of business
acquisition:
Accounts receivable and costs and accrued earnings
in excess of billings on contracts in process (7,899) (72)
Prepaid expenses and other assets (1,087) (774)
Accounts payable, accrued salaries and wages
and accrued expenses (2,546) (988)
Billings in excess of costs and accrued earnings on
contracts in process 599 --
Deferred taxes 103 1,040
Other, net (859) 433
-------- --------
Total adjustments (8,887) 1,618
-------- --------
Net cash (used) provided by operating activities (4,234) 3,951
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:

Business acquisition, net of cash acquired -- (54,556)
Capital expenditures (1,737) (2,601)
-------- --------
Net cash (used) provided by investing activities (1,737) (57,157)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of debt -- 50,000
Principal payments on long-term debt (11,065) --
Proceeds from sale of common shares 444 163
Proceeds from exercise of stock options 152 6
Proceeds from exercise of warrants 3,895 --
Other -- (8)
-------- --------
Net cash (used) provided by financing activities (6,574) 50,161
-------- --------
Net decrease in cash (12,545) (3,045)
Cash at beginning of period 22,370 8,838
-------- --------
Cash at end of period $ 9,825 $ 5,793
======== ========
SUPPLEMENTAL INFORMATION:
Interest paid $ 2,993 $ 584
======== ========
Taxes paid $ 4,450 $ 1,640
======== ========
Equipment purchased through capital lease obligations $ 1,556 $ --
======== ========
Noncash purchase allocation adjustment $ 3,000 $ --
======== ========
Retirement of debt, related parties $ 3,028 $ --
======== ========
Issuance of common stock in business acquisition $ -- $ 9,463
======== ========

URS CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The Company reports the results of its operations on a fiscal year which
ends on October 31. This Management Discussion and Analysis (MD&A) should be
read in conjunction with the MD&A and the footnotes to the Consolidated
Financial Statements included in the Annual Report on Form 10-K for the fiscal
year ended October 31, 1996 which was previously filed with the Securities and
Exchange Commission.

Results of Operations

Second quarter ended April 30, 1997 vs. April 30, 1996.

The Company's revenues were $99,759,000 for the second quarter ended April
30, 1997, an increase of $34,895,000, or 54%, over the amount reported for the
same period last year. The growth in revenue is attributable to the acquisition
of Greiner Engineering, Inc. ("Greiner"), the results of which are included
commencing April 1, 1996, and furthermore to an increase in demand for the
Company's on-going services on infrastructure projects. The revenues generated
from the Company's three largest indefinite delivery contracts, the Navy CLEAN,
EPA ARCS 9 & 10, and EPA ARCS 6,7 & 8 contracts, were $8,629,000 or the quarter
ended April 30, 1997, compared to $6,711,000 for the same period last year.

Direct operating expenses for the quarter ended April 30, 1997, which
consist of direct labor and other direct expenses, including subcontractor
costs, increased $19,943,000, a 51% increase over the amount reported for the
same period last year. This increase is due to the addition of the direct
operating expenses of Greiner and to increases in subcontractor costs and direct
labor costs as well.

Indirect, general and administrative expenses for the quarter ended April
30, 1997 increased $12,764,000, or 57%, over the amount reported for the same
period last year as a result of the Greiner acquisition as well as an increase
in business activity.

The Company earned $4,077,000 before income taxes for the second quarter
ended April 30, 1997 compared to $2,572,000 for the same period last year. The
Company's effective income tax rate for the quarters ended April 30, 1997 and
1996 was approximately 40%.

The Company reported net income of $2,457,000, or $.24 per share, for the
second quarter ended April 30, 1997, compared with $1,522,000, or $.18 per
share, for the same period last year.

Six months ended April 30, 1997 vs. April 30, 1996.

The Company's revenues were $195,301,000 for the six months ended April 30,
1997, an increase of $81,934,000, or 72%, over the amount reported for the same
period last year. The growth in revenues is attributable to all areas of the
Company's business including infrastructure projects involving transportation
systems, institutional and commercial facilities and environmental projects as
well as the Greiner acquisition. The revenues generated from the Company's three
largest indefinite delivery contracts (Navy CLEAN, EPA ARCS 9 & 10 and EPA ARCS
6, 7 & 8) were $16,410,000 for the six months ended April 30, 1997, compared to
$14,155,000 for the same period last year.

Direct operating expenses for the six months ended April 30, 1997, which
consist of direct labor and other direct expenses including subcontractor costs,
increased $46,550,000, or 67%, over the amount reported in the same period last
year. This increase is attributable to the overall increase in the Company's
business as compared to the same period last year as well as the Greiner
acquisition. Indirect, general and administrative expenses were $68,687,000 for
the six months ended April 30, 1997, an increase of $29,752,000, or 76%, over
the amount reported for the same period last year. The increase in indirect,
general and administrative expenses is due to an increase in business activity
in addition to the addition of the Greiner overhead.

The Company earned $7,723,000 before income taxes for the six months ended
April 30, 1997 compared to $3,903,000 for the same period last year. The
Company's effective income tax rate for the six months ended April 30, 1997 and
1996 was approximately 40%.

The Company reported net income of $4,653,000 or $.46 per share, for the
six months ended April 30, 1997, compared with $2,333,000, or $.29 per share for
the same period last year.

The Company's backlog at April 30, 1997 was $439,564,000, as compared to
$399,200,000 at October 31, 1996. This increase is due primarily as to an
overall increase in contracts signed by the Company.

Liquidity and Capital Resources

At April 30, 1997, the Company had working capital of $54,131,000, a
decrease of $3,441,000 from October 31, 1996.

The Company's current revolving line of credit is $20,000,000, of which
$19,855,000 was available at April 30, 1997.

The purchase of Greiner was partially financed by $50.0 million of
collateralized term loans payable over seven years beginning October 1996. The
loans bear interest based on rate indexes selected by the Company, with variable
spreads over the selected index based on loan maturity and the Company's
financial performance. At April 30, 1997, the interest rate was based on the
London Interbank Offered Rate (LIBOR) of 5.69%, plus spreads of 1.625% or 3.00%.

The Company's credit agreement requires compliance with certain financial
and other covenants. The Company was in compliance with such covenants at April
30, 1997.

On February 12, 1997, Wells Fargo Bank, N.A. (the "Bank"), exercised the
435,562 warrants held by the Bank at $4.34 per share, resulting in the issuance
of an additional 435,562 shares to the Bank for $1.9 million. On February 14,
1997, various partnerships managed by Richard C. Blum & Associates, Inc.
("RCBA") exercised the 1,383,586 warrants held by such entities at $4.34 per
share. The exercise price of these warrants was paid by a combination of cash
and the cancellation of the $3.0 million amount of debt drawn under the
Company's line of credit with certain RCBA entities. The exercise resulted in
the issuance of an additional 1,383,586 shares to the RCBA entities and
additional capital of approximately $2.0 million. These equity transactions are
reflected in the Company's financial statements.

The Company believes that its existing financial resources, together with
its planned cash flow from operations and its unused bank line of credit, will
provide sufficient capital to fund its combined operations and capital
expenditure needs for the foreseeable future.

PART II

OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's regularly scheduled annual stockholders meeting, held on
March 25, 1997, the stockholders (i) ratified the selection of Coopers & Lybrand
L.L.P. as the Company's independent auditors for the 1997 fiscal year, with
stockholders holding 7,385,301 shares voting in favor, stockholders holding
25,052 shares voting against, stockholders holding 70,817 shares abstaining from
voting, and 1,159,096 broker non-votes, (ii) approved the URS Corporation
Employee Stock Purchase Plan, as amended and restated, with stockholders holding
5,474,474 shares voting in favor, stockholders holding 1,171,762 shares voting
against, stockholders holding 26,569 shares abstaining from voting and 1,967,461
broker non-votes, (iii) approved the URS Corporation 1991 Stock Incentive Plan,
as amended and restated, with stockholders holding 4,948,616 shares voting in
favor, stockholders holding 1,695,008 shares voting against, stockholders
holding 29,181 shares abstaining from voting and 1,967,461 broker non-votes,
(iv) approved the URS Corporation 1997 Non-Executive Directors Stock Grant Plan
with stockholders holding 5,945,674 shares voting in favor, stockholders holding
698,980 shares voting against, stockholders holding 28,151 shares abstaining
from voting and 1,967,461 broker non-votes, and (v) elected each of the
following nominees as directors of the Company by the following vote:

Broker
For Withheld Non-Votes

Richard C. Blum 7,097,225 552,851 990,190
Emmet J. Cashin Jr 7,085,149 564,927 990,190
Robert L. Costello 7,097,259 552,817 990,190
Armen Der Marderosian 7,096,057 554,019 990,190
Adm. S. Robert Foley, Jr., USN (Ret.) 7,086,670 563,406 990,190
Robert D. Glynn, Jr 7,096,643 553,433 990,190
Sen. J. Bennett Johnston 7,096,740 553,336 990,190
Martin M. Koffel 7,096,745 553,331 990,190
Richard B. Madden 7,086,715 563,361 990,190
Richard Q. Praeger 7,085,256 564,820 990,190
Irwin L. Rosenstein 7,097,620 552,456 990,190
William D. Walsh 7,086,864 563,212 990,190

No stockholders abstained from voting in this election of directors.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are furnished in accordance with the
provisions of Item 601 of Regulation S-K:

Exhibit Number Exhibit
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27 FDS
(filed in electronic
format only)

(b) Reports on Form 8-K.

No Reports on Form 8-K were filed during the Quarter ended 4/30/97.

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.

Dated June 13, 1997

URS CORPORATION

/s/ Kent Ainsworth
- ----------------------
Kent P. Ainsworth
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)