EXHIBIT 3.1

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                                 URS CORPORATION

      URS CORPORATION, A corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
Does Hereby Certify:

      FIRST: The name of the Corporation is URS CORPORATION.

      SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Delaware is February 13, 1976.

      THIRD: The Board of Directors of the Corporation, acting in accordance
with the provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware, adopted resolutions amending its Certificate of
Incorporation as follows:

                  The first paragraph of Article IV of the Corporation's
      Certificate of Incorporation shall be amended to read in its entirety as
      follows:

                                      "IV.

            "The total number of shares of all classes of stock which the
      Corporation has the authority to issue is One Hundred Three Million
      (103,000,000) shares, consisting of two classes to be designated
      respectively "common" and "preferred." The number of common shares
      authorized is One Hundred Million (100,000,000) shares, $0.01 par value
      per share. The number of preferred shares authorized is Three Million
      (3,000,000) shares, $0.01 par value per share."

      FOURTH: Thereafter pursuant to a resolution of the Board of Directors,
such amendment was submitted to the stockholders of the Corporation for their
approval, and was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, URS Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by its Executive Vice
President, Chief Financial Officer and Secretary and attested to by its
Assistant Secretary this 24th day of March, 2004.

                                 URS CORPORATION

                                     By: /s/ Kent P. Ainsworth
                                         ---------------------------------------
                                         Kent P. Ainsworth, Executive Vice
                                         President, Chief Financial Officer and
                                         Secretary

                                     ATTEST:

                                     By: /s/ Carol Brummerstedt
                                         ---------------------------------------
                                         Carol Brummerstedt, Assistant Secretary