URS CORP /NEW/
SC 13G/A, 1994-06-09
ENGINEERING SERVICES
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                    UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                    SCHEDULE 13G

            Under the Securities Exchange Act of 1934
                    (Amendment No. 2)*

                    URS CORPORATION    
            __________________________________________                      
    
                   (Name of Issuer)


                    Common Stock
            __________________________________________
                (Title of Class of Securities)

                      90323610
            __________________________________________                     

                   (CUSIP Number)

   Check the following box if a fee is being paid with the statement / /. 
   (A fee is not required only if the reporting person: (1) has a previous
   statement on file reporting beneficial ownership of more than five
   percent of the class of securities described in Item 1; and (2) has
   filed no amendment subsequent thereto reporting beneficial ownership of
   five percent or less of such class.) (See Rule 13d-7.)

   *The remainder of this cover page shall be filled out for a reporting
   person's initial filing on this form with respect to the subject class
   of securities, and for any subsequent amendment containing information
   which would alter disclosures provided in a prior cover page.

   The information required on the remainder of this cover page shall not
   be deemed to be "filed" for the purpose of Section 18 of the Securities
   Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
   that section of the Act but shall be subject to all other provisions of
   the Act (however, see the Notes).
<PAGE>
   <PAGE>

   CUSIP No. 55267610                
                         SCHEDULE 13G
    
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Aurora National Life Assurance Company
   _________________________________________________________________
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) / /            
                                                         (b) / /
   _________________________________________________________________
   3  SEC USE ONLY
    
   _________________________________________________________________
   4  CITIZENSHIP OR PLACE OF ORGANIZATION                           

          California 
   _________________________________________________________________
                  5 SOLE VOTING POWER                               
   NUMBER OF                                                         
   SHARES         __________________________________________________
   BENEFICIALLY   6 SHARED VOTING POWER                            
   OWNED BY              N/A
   EACH           __________________________________________________
   REPORTING      7 SOLE DISPOSITIVE POWER                           
   PERSON
   WITH           __________________________________________________
                  8  SHARED DISPOSITIVE POWER                       
                  
                     N/A
   _________________________________________________________________
   9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      N/A
   _________________________________________________________________
   10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
      SHARES*                                               / /

   _________________________________________________________________
   11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         N/A
   _________________________________________________________________
   12  TYPE OF REPORTING PERSON*
         IC
   _________________________________________________________________

              *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
   <PAGE>

               
                       SCHEDULE 13G

   CUSIP No. 55267610

   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          New California Life Holdings, Inc.
   _________________________________________________________________
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) / /          
                                                           (b) / /
   _________________________________________________________________
   3  SEC USE ONLY
    
   _________________________________________________________________
   4    CITIZENSHIP OR PLACE OF ORGANIZATION                              
          Delaware                                                
   _________________________________________________________________
                        5   SOLE VOTING POWER                        
   NUMBER
   OF                                                         
   SHARES               ____________________________________________
   BENEFICIALLY         6   SHARED VOTING POWER                      
   OWNED
   BY                    N/A
   EACH                 ____________________________________________
   REPORTING            7   SOLE DISPOSITIVE POWER
   PERSON
   WITH                 ____________________________________________
                        8  SHARED DISPOSITIVE POWER                 
                     
                               N/A
   _________________________________________________________________
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         N/A
   _________________________________________________________________
   10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
       CERTAIN SHARES*                                         / /
   _________________________________________________________________
   11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       N/A
   _________________________________________________________________
   12  TYPE OF REPORTING PERSON*

       HC
   _________________________________________________________________

              *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
   <PAGE>

                             
                        SCHEDULE 13G

   CUSIP No. 55267610
    
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          MAAF Vie, S.A.
   _________________________________________________________________
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /             
                                                        (b) / /
   _________________________________________________________________
   3  SEC USE ONLY
    
   _________________________________________________________________
   4  CITIZENSHIP OR PLACE OF ORGANIZATION                                  
      
          France                                                  
   _________________________________________________________________
                       5 SOLE VOTING POWER
   NUMBER OF
   SHARES              _____________________________________________
   BENEFICIALLY        6 SHARED VOTING POWER                         
   OWNED
   BY                    N/A
   EACH                _____________________________________________
   REPORTING           7 SOLE DISPOSITIVE POWER                      
   PERSON
   WITH                _____________________________________________
                       8  SHARED DISPOSITIVE POWER                         
                       
                       N/A
   _________________________________________________________________
   9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      N/A
   _________________________________________________________________
   10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
       SHARES*                                            / /
   _________________________________________________________________
   11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         N/A
   _________________________________________________________________
   12  TYPE OF REPORTING PERSON*
         HC
   _________________________________________________________________

              *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
   <PAGE>

                             
                         SCHEDULE 13G

   CUSIP No. 55267610                
    
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          MAAF Assurances S.A.
   _________________________________________________________________
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
                                                        (b) / /
   _________________________________________________________________
   3  SEC USE ONLY
    
   _________________________________________________________________
   4    CITIZENSHIP OR PLACE OF ORGANIZATION                              
          France                                                  

   _________________________________________________________________
                      5 SOLE VOTING POWER
   NUMBER OF
   SHARES             ______________________________________________
   BENEFICIALLY       6 SHARED VOTING POWER
   OWNED BY                N/A
   EACH               ______________________________________________
   REPORTING          7 SOLE DISPOSITIVE POWER                     
   PERSON
   WITH               ______________________________________________
                      8 SHARED DISPOSITIVE POWER                    
                   
                          N/A
   _________________________________________________________________
   9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        N/A
   _________________________________________________________________
   10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
       SHARES*                                         / /
   _________________________________________________________________
   11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          N/A
   _________________________________________________________________
   12  TYPE OF REPORTING PERSON*
          HC
   _________________________________________________________________

              *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
   <PAGE>

   Item 1.
         
      (a) Name of Issuer: URS Corporation

      (b) Address of Issuer's Principal Executive Offices:

               100 California Street
               San Francisco, CA  94111

   Item 2.
      
      (a) Name of Person Filing:  Aurora National Life Assurance            
      Company *

      (b) Address of Principal Business Office or, if none, Residence:

               11444 West Olympic Boulevard
               Los Angeles, California  90064 *

      (c) Citizenship: California

      (d) Title of Class of Securities: Common Stock

      (e) CUSIP Number: 90323610

      * See Exhibit 1 attached hereto for identification and
        classification of the other Reporting Persons.

        Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
        13d-2(b), check whether the person filing is a:

      (a) / /  Broker or Dealer registered under Section 15 of the        
               Act
      (b) / /  Bank as defined in section 3(a)(6) of the Act
      (c) /X/  Insurance company as defined in section 3(a)(19) of          
               the Act
      (d) / /  Investment Company registered under section 8 of the  
               Investment Company Act
      (e) / /  Investment Adviser registered under section 203 of         
               the Investment Advisers Act of 1940
      (f) / /  Employee Benefit Plan, Pension Fund which is subject         
               to the provisions of the Employee Retirement Income
               Security Act of 1974 or Endowment Fund; see 
               Section 240.13d-1(b)(1)(ii)(F)
      (g) / /  Parent Holding Company, in accordance with
               Section 240.13d-1(b)(ii)(G)(Note: See Item 7)
      (h) / /  Group, in accordance with
               Section 240.13d-1(b)(1)(ii)(H)

      * See Exhibit 1 attached hereto for identification and
        classification of the other Reporting Persons.
<PAGE>
  <PAGE>

   Item 4. Ownership

      If the percent of the class owned, as of December 31 of the year
   covered by the statement, or as of the last day of any month 
   described in Rule 13d-1(b)(2), if applicable, exceeds
   five percent, provide the following information as of that
   date and identify those shares which there is a right to acquire.

      (a) Amount Beneficially Owned: N/A**
      (b) Percent of Class: N/A
      (c) Number of shares as to which such person has:

          (i)   sole power to vote or to direct the vote   0  
          (ii)  shared power to vote or to direct the vote  N/A
          (iii) sole power to dispose or to direct the disposition
                of 0
          (iv)  shared power to dispose or to direct the disposition
                of N/A

   ** See Exhibit 1 attached hereto.

   Instruction: For computations regarding securities which represent a
   right to acquire an underlying security see Rule 13d-3(d)(1).

   Item 5. Ownership of Five Percent or Less of a Class.

      If this statement is being filed to report the fact that as of
   the date hereof the reporting person has ceased to be the
   beneficial owner of more than five percent of the class of
   securities, check the following /X/.

   Instruction: Dissolution of a group requires a response to this
   item.

   Item 6. Ownership of More than Five Percent on Behalf of Another
   Person.          / /

   Item 7. Identification and Classification of the Subsidiary Which
   Acquired the Security Being Reported on By the Parent Holding
   Company
            
         See Exhibit 1 attached hereto for the identification and
   classification of each of the Reporting Persons.

   Item 8. Identification and Classification of Members of the Group
               N/A

   Item 9. Notice of Dissolution of Group
               N/A

   Item 10. Certification

         By signing below, I certify that to the best of my knowledge and
   belief, the securities referred to above were acquired in the ordinary
   course of business and were not acquired for the purpose of and do not
   have the effect of changing or influencing the control of the issuer of
   such securities and were not acquired in connection with or as a
   participant in any transaction having such a purpose or effect.
<PAGE>
   <PAGE>

                      SIGNATURE

         After reasonable inquiry and to the best of my knowledge and
   belief, I certify that the information set forth in this statement is
   true, complete and correct and agree that this statement may be filed
   jointly with New California Life Holdings, Inc., MAAF Vie, S.A. and
   MAAF Assurances S.A.

   Dated as of May 9, 1994

                              AURORA NATIONAL LIFE ASSURANCE COMPANY

                              By: /S/ Michael Parks
                                  Chief Investment Officer
<PAGE>
   <PAGE>


                      SIGNATURE

         After reasonable inquiry and to the best of my knowledge and
   belief, I certify that the information set forth in this statement is
   true, complete and correct and agree that this statement may be filed
   jointly with Aurora National Life Assurance Company, MAAF Vie, S.A.
   and MAAF Assurances S.A.

   Dated as of May 9, 1994
         
                            NEW CALIFORNIA LIFE HOLDINGS, INC.

                            By: /S/ Kenneth R. O'Brien
<PAGE>
   <PAGE>


                      SIGNATURE

         After reasonable inquiry and to the best of my knowledge and
   belief, I certify that the information set forth in this statement is
   true, complete and correct and agree that this statement may be filed
   jointly with Aurora National Life Assurance Company, New California
   Life Holdings, Inc.and MAAF Assurances S.A.

   Dated as of May 9, 1994

                             MAAF VIE, S.A.
                             By: Kenneth R. O'Brien, pursuant
                             to a power of attorney previously
                             filed with the Securities and 
                             Exchange Commission

                             By: /S/ Kenneth R. O'Brien
                             Title: Attorney-in-fact
<PAGE>
   <PAGE>


                       SIGNATURE

         After reasonable inquiry and to the best of my knowledge and
   belief, I certify that the information set forth in this statement is
   true, complete and correct and agree that this statement may be filed
   jointly with Aurora National Life Assurance Company, New California
   Life Holdings, Inc.and MAAF Vie, S.A.

   Dated as of May 9, 1994

                             MAAF ASSURANCES S.A.  
                             By: Kenneth R. O'Brien, pursuant
                             to a power of attorney previously
                             filed with the Securities and
                             Exchange Commission

                             By: /S/ Kenneth R. O'Brien
                             Title: Attorney-in-fact

               EXHIBIT 1  

   *  Information and classification for each of the other Reporting
   Persons filing this Schedule 13G.


      New California Life Holdings, Inc., 801 South Grand Avenue, Suite
   2200, Los Angeles, California 90017.    A Delaware corporation, filing
   as a Parent Holding Company, in accordance with Section
   240.13d-1(b)(ii)(G).

      MAAF Vie, S.A., Chaban de Chauray, 79036 Niort, France.    A French
   corporation, filing as a Parent Holding Company, in accordance with
   Section 240.13d-1(b)(ii)(G).

      MAAF Assurances, S.A., Chaban de Chauray, 79036 Niort, France.    A
   French corporation, filing as a Parent Holding Company, in accordance
   with Section 240.13d-1(b)(ii)(G).
   
   <FN1>  
      **On May 9, 1994, Aurora National Life Assurance Company ("Aurora")
   ceased to be Trustee of the Base Assets Trust and, therefore, Aurora
   ceased to be a beneficial owner of more than five percent of the 
   securities reported hereon.



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