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 true and lawful  attorney-in-fact  and agent,
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities, to sign the Annual Report on SEC Form 10-K
for fiscal year 1998 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,  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 17, 1998

/s/RICHARD C. BLUM                               /s/ROBERT D. GLYNN, JR.
- --------------------------------                 -------------------------------
Richard C. Blum                                  Robert D. Glynn, Jr.
Director                                         Director

/s/ROBERT L. COSTELLO                            /s/MARTIN M. KOFFEL
- --------------------------------                 -------------------------------
Robert L. Costello                               Martin M. Koffel
Director                                         Director

/s/ARMEN DER MARDEROSIAN                         /s/RICHARD B. MADDEN
- --------------------------------                 -------------------------------
Armen Der Marderosian                            Richard B. Madden
Director                                         Director

/s/S. ROBERT FOLEY, JR.                          /s/WILLIAM D. WALSH
- --------------------------------                 -------------------------------
S. Robert Foley, Jr.                             William D. Walsh
Director                                         Director

/s/JEAN-YVES PEREZ
- --------------------------------                
Jean-Yves Perez
Director

/s/RICHARD Q. PRAEGER
- --------------------------------                
Richard Q. Praeger
Director

/s/IRWIN L. ROSENSTEIN
- --------------------------------                
Irwin L. Rosenstein
Director