EXHIBIT 10.10

                                AMENDMENT NO. 1999-1
                                        TO
                                DAMES & MOORE GROUP

                             DEFERRED COMPENSATION PLAN


          Dames & Moore Group, a Delaware corporation (the "Company"), pursuant
to the power granted to it by Section 11.2 of the Dames & Moore Deferred
Compensation Plan  (the "Plan"), hereby amends the Plan, by the action of its
board of directors, as follows, effective as of May 1, 1999:


1.   Section 3.9(c)(2) is amended by deleting the last sentence which states as
     follows:

     "Each such action will take effect as of the first day of the Plan Year
     that follows by thirty (30) days the day on which the Committee gives
     Participants advance written notice of such change."



     The Company has caused this Amendment to be signed by its duly authorized
officer as of the date written below.


                        Dames & Moore Group, a Delaware Corporation


                        By:   GEORGE LEAL
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                        Its:  CHAIRMAN OF THE DEFERRED COMPENSATION COMMITTEE
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                        Date: JUNE 2, 1999
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