Registration No. 33-
________________________________________________________
________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-5416910
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Joel A. Skidmore, Secretary
Stone & Webster, Incorporated
250 West 34th Street 250 West 34th Street
NY, NY 10119 New York, NY 10119
(212) 290-7500 (212) 290-7500
(Address, (Name, address,
including zip code, including zip code,
and telephone number, and telephone number,
including area code, including area code,
of registrant's of agent for service)
principal
executive offices) Copy to:
George J. Martin, Jr., Esq.
Mudge Rose Guthrie
Alexander & Ferdon
180 Maiden Lane
New York, NY 10038
(212) 510-7000
Approximate date of commencement of proposed sale
to the public: As soon as practicable after the
effective date of the registration statement but not
before May 19, 1994 as to 1,150 shares, and on or as
soon as possible after October 5, 1994 as to 575
shares.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest
reinvestment plans, check the following box. [ ]
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
dividend or interest reinvestment plans, check the
following box. [x]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
_____________________________________________________________________
_____________________________________________________________________
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit* price* fee
_____________________________________________________________________
Common Stock, 1,725 $30.375 $52,397 $100.00
$1 par value shares
_____________________________________________________________________
_____________________________________________________________________
*Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c), based upon a
price of $30.375 per share, the closing price for the
Common Stock on the New York Stock Exchange Composite
Tape as reported in the Wall Street Journal on April
19, 1994.
_____________________________________________________________________
</TABLE>
_______________
The registrant hereby amends this registration
statement on such date or dates as may be necessary to
delay its effective date until the registrant shall
file a further amendment which specifically states that
this registration statement shall thereafter become
effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration
statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
_____________________________________________________________________
_____________________________________________________________________
<PAGE>
P R 0 S P E C T U S
STONE & WEBSTER, INCORPORATED
1,725 Shares
Common Stock
$1 Par Value
_______________
The securities offered hereby are outstanding
shares of Common Stock, $1 par value (the "Common
Stock"), of Stone & Webster, Incorporated (the
"Company") and are being offered by one stockholder of
the Company (the "Selling Stockholder"). The Company
will not receive any part of the proceeds of sale of
such shares and will bear the expenses of such
offering. The proceeds of sale will be used by the
Selling Stockholder to meet certain tax obligations
payable upon vesting of shares of Common Stock issued
pursuant to the Restricted Stock Plan of the Company.
The Selling Stockholder may be deemed to be an
"underwriter" under the Securities Act of 1933.
The Company has been advised that the Selling
Stockholder proposes to sell on the New York and Boston
Stock Exchanges, in the over-the-counter market, in
negotiated transactions and otherwise up to an
aggregate of 1,725 shares of Common Stock at prices and
on terms then prevailing. The approximate date of
commencement of the proposed sales is on or as soon as
practicable after May 19, 1994 as to 1,150 shares, and
on or as soon as practicable after October 5, 1994 as
to 575 shares. The Selling Stockholder has represented
to the Company that he does not have any arrangements
or understandings with any broker or dealer with
respect to the sale of the Common Stock offered hereby.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 16, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 and
in accordance therewith files periodic reports, proxy statements
and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other
information concerning the Company can be inspected and
copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as the
Commission's regional offices: 7 World Trade Center,
New York, New York 10048, and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and copies of such material can be obtained from
the Public Reference Section of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Company's Common
Stock is listed on the New York and Boston Stock
Exchanges, where reports, proxy statements and other
information concerning the Company can also be
inspected.
This Prospectus does not contain all of the
information set forth in the Registration Statement on
Form S-3, of which this Prospectus is a part, and
exhibits relating thereto which the Company has filed
with the Commission under the Securities Act of 1933,
as amended (the "Act"). Reference is made to such
Registration Statement and to the exhibits relating
thereto for further information with respect to the
Company and the Common Stock. Statements contained
herein concerning the provisions of documents are
necessarily summaries of such documents, and each
statement is qualified in its entirety by reference to
the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below are hereby
incorporated by reference and made a part hereof, and
all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the
termination of the offering shall be deemed to be
incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any
statement contained herein or in an incorporated
document shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently
filed incorporated document modifies or supersedes such
statement. Any such statement so modified or
superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The information relating to the Company
contained in this Prospectus does not purport to be
comprehensive and is based upon information contained
in the incorporated documents. Accordingly, the
information contained herein should be read together
with the information contained in the incorporated
documents.
(a) The annual report on Form 10-K of the
Company for the year ended December 31, 1993 filed
pursuant to Section 13 of the Securities Exchange
Act of 1934, including the consolidated financial
statements of Stone & Webster, Incorporated and
Subsidiaries for the fiscal year ended December
31, 1993, together with the report thereon of
Coopers & Lybrand dated February 15, 1994.
(b) All other reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal
year covered by the annual report referred to in
(a) above.
(c) The Company's definitive proxy statement
filed pursuant to Section 14 of the Securities
Exchange Act of 1934 in connection with the 1994
Annual Meeting of Stockholders, and any definitive
proxy statement so filed in connection with any
subsequent meeting of its stockholders.
The Company hereby undertakes to provide
without charge to each person to whom a copy of this
Prospectus is delivered, upon written or oral request by
said person, a copy of any or all documents that have been
incorporated herein by reference, other than exhibits
to such documents. Requests for such copies should be
addressed to the Company to the attention of Joel A.
Skidmore, Secretary, Stone & Webster, Incorporated, 250
West 34th Street, New York, New York 10119 (telephone
number 212-290-7500).
<PAGE>
No person has been authorized to give any
information or make any representations, other than
those contained in this Prospectus, in connection with
the offer contained in this Prospectus, and, if given
or made, such information or representations must not
be relied upon as having been authorized by the
Company. This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any
State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification
under the securities laws of any such State.
_______________
THE COMPANY
The Company is a Delaware corporation with
principal executive offices located at 250 West 34th
Street, New York, New York 10119, telephone number
(212) 290-7500.
THE SELLING STOCKHOLDER
The following table sets forth the name of
the Selling Stockholder, the number of shares of the
Company's Common Stock beneficially owned by him, the
number of shares which he presently proposes to offer
and his relationship with the Company since April 1,
1991:
<TABLE>
<CAPTION>
Number of Number of
Shares of Shares of
Common Stock Common Stock Relationship with
Name of Selling Beneficially to be the Company Since
Stockholder Owned (1) Offered April 1, 1991 (2)
--------------- ------------ ------------ -----------------
<S> <C> <C> <C>
Bruce C. Coles 37,716 1,725 President
and Director
of the
Company (3)
<FN>
(1) Includes (i) shares allocated under the Employee
Investment Plan of Stone & Webster, Incorporated
and Participating Subsidiaries and subject to its
terms and provisions with respect to termination
and withdrawal and, in limited circumstances, to
forfeiture and held as of December 31, 1993 by The
Chase Manhattan Bank, N.A., Trustee under the
Plan; (ii) shares awarded under the Restricted
Stock Plan of Stone & Webster, Incorporated and
subject to its terms with respect to forfeiture;
(iii) shares allocated under the Employee Stock
Ownership Plan of Stone & Webster, Incorporated
and Participating Subsidiaries and subject to its
terms with respect to forfeiture and held as of
December 31, 1993 by The Chase Manhattan Bank,
N.A, Trustee under the Plan; and (iv) shares
allocated under the Payroll-based Employee Stock
Ownership Plan of Stone & Webster, Incorporated
and Participating Subsidiaries and subject to its
terms and held as of December 31, 1993 by The
Chase Manhattan Bank, N.A., Trustee under the
Plan.
<PAGE>
(2) In addition to holding the positions in the
Company which are indicated in the table, the
Selling Stockholder has been an officer or
director of one or more of the Company's
subsidiaries during the period from April 1, 1991
to the present.
(3) On December 15, 1993, the Board of Directors of
the Company approved a plan to elect Mr. Coles
Chief Executive Officer and President of the
Company after the 1994 Annual Meeting of
Stockholders to be held on May 12, 1994.
</TABLE>
DESCRIPTION OF COMMON STOCK
General
The Restated Certificate of Incorporation, as
amended, of the Company authorizes the issuance of
2,000,000 shares of Preferred Stock, without par value,
and 40,000,000 shares of Common Stock, $1 par value.
At March 14, 1994, there were 14,977,814 shares of
Common Stock outstanding. There are no shares of
Preferred Stock outstanding. Should Preferred Stock be
issued in the future, holders thereof will have
preferential rights over holders of Common Stock with
respect to dividends, liquidation and certain other
matters and may be entitled to vote under certain
circumstances.
The following description summarizes certain
provisions of the Company's Restated Certificate of
Incorporation relating to the Common Stock. For a full
description, reference is made to the Restated Certifi-
cate of Incorporation which is an exhibit to the
Registration Statement of which this Prospectus is a
part.
Dividend Rights
Subject to the preferential rights of
Preferred Stockholders should any Preferred Stock be
issued in the future, Common Stockholders are entitled
to receive such dividends as may be declared by the
Board of Directors out of funds legally available
therefor.
Voting Rights and Other Matters
Subject to the voting rights of Preferred
Stockholders should Preferred Stock be issued in the
future, holders of the Common Stock of the Company
exclusively possess voting power for all purposes. The
voting rights are non-cumulative.
The directors of the Company are divided into
three classes with the number of directors fixed by or
in accordance with the By-laws of the Company divided
equally so far as possible among the classes. At each
annual election, one class of directors is elected by
vote of a majority of the Company's outstanding voting
stock for a term of three years. Special voting
provisions apply to any change in the number of
directors, to the filling of vacancies on the Board of
Directors when not filled by the remaining directors
and to the removal of directors without cause under
certain circumstances. In addition, with certain
exceptions, the Company's Restated Certificate of
Incorporation requires the affirmative vote of two-
thirds of the Company's outstanding voting stock to
authorize specified corporate transactions (including
mergers, sale of substantially all of the Company's
assets and the like) involving the Company, or any
subsidiary of the Company, and any owner of 5% or more
of the Company's outstanding voting stock. The
foregoing special voting provisions may only be changed
upon a specified vote of the directors and/or
stockholders of the Company.
<PAGE>
In addition to the provisions referred to in
the preceding paragraph, the Restated Certificate of
Incorporation contains provisions pertaining to so-
called "front-end loaded" tender offers and similar
transactions where an initial acquisition of a
substantial portion of the outstanding stock of a
company is followed by a second step transaction (such
as a merger) in which the shares held by the
stockholders who did not participate in the first
transaction are to be acquired at a lower price. These
provisions require that a second step transaction
initiated by a holder of at least 10% of the
outstanding voting stock of the Company be approved by
80% of all outstanding voting stock and a majority of
the publicly held voting stock (i.e., not including the
10% holder's shares). Neither the Company and its
subsidiaries nor any trustee or Committee under any
employee pension, stock ownership, savings or similar
employee benefit plan is considered a 10% holder. The
aforementioned votes will not be required where the
purchase of the Company's shares by the 10% holder in
the second step transaction is for consideration equal
to or greater than the highest price previously paid by
the 10% holder to acquire shares of a class or an
amount bearing the same or a greater percentage
relationship to the then market price of shares of any
class of which the 10% holder has previously acquired
shares as the highest price per share paid by the 10%
holder in the earlier transaction(s) by which the 10%
holder achieved that status, bears to the lower of the
market price of shares of such class of shares
immediately prior to public disclosure of, or the
commencement of, such earlier transaction(s). The
consideration must be payable either in cash or in the
same form of consideration given for the majority of
the shares of the class previously acquired by the 10%
holder. Any amendment of the provisions described in
this paragraph requires the approval of 80% of all
outstanding voting stock and a majority of the publicly
held voting stock (i.e., not including the shares held
by the 10% holder). The Restated Certificate of
Incorporation has also been amended to require the
Board of Directors, when evaluating a merger,
reorganization, tender offer or other similar proposal,
to consider all relevant factors, including the social,
legal and economic effects of the transaction as well
as alternative measures of the Company's value.
Liquidation Rights
Subject to the preferential rights of
Preferred Stockholders should any Preferred Stock be
issued in the future, in the event of any liquidation,
dissolution or winding up of the Company, or any
reduction of its capital resulting in any distribution
of its assets to its stockholders, the holders of
Common Stock are entitled to receive, pro rata, all the
remaining assets of the Company available for
distribution to its stockholders.
Pre-emptive Rights
No holder of shares of Common Stock has
preferential, pre-emptive or other rights to subscribe
for or purchase any stock of the Company of any class,
or securities convertible into stock.
Liability for Further Calls or Assessments
All shares of the Common Stock of the Company
offered by this Prospectus are and will be fully paid
and non-assessable.
<PAGE>
EXPERTS
The consolidated financial statements and the
financial statement schedules of the Company and its
Subsidiaries as of December 31, 1993 and 1992, and for
each of the three years in the period ended December
31, 1993, incorporated by reference in this Prospectus
and in the Registration Statement, have been
incorporated herein in reliance upon the reports of
Coopers & Lybrand, independent accountants, given on
the authority of that firm as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses in connection with the
offering are as follows:
Estimated
Amount
---------
Filing Fee - Securities and Exchange Commission $ 100
Legal Fees 1,500
Miscellaneous Expenses 100
------
Total $1,700
------
------
No portion of these expenses will be borne by the
Selling Stockholder.
Item 15. Indemnification of Directors and Officers.
Section 145 of Chapter 1 of the General
Corporation Law of the State of Delaware and Section 14
of Article Sixth of the Company's Restated Certificate
of Incorporation permit the indemnification under
certain circumstances of directors or officers of the
Company and its subsidiaries for expenses incurred in
connection with the defense of actions, suits or
proceedings against them as such directors or officers.
The Company has purchased from the American
International Group a Directors and Officers Liability
and Company Reimbursement policy under which the
directors and officers of Stone & Webster, Incorporated
and its subsidiaries are insured against loss arising
from any claim made against them by reason of any
wrongful act in their respective capacities as
directors and officers.
The Stockholders of the Company have approved
amendments to the Restated Certificate of Incorporation
of the Company which limit the personal liability of
the directors to the Company or its Stockholders for
monetary damages arising out of the directors' breach
of their fiduciary duty of care under certain
circumstances, as permitted by the Delaware General
Corporation Law.
II-1
<PAGE>
Item 16. Exhibits.
Certain of the following exhibits are filed
herewith. Certain other of the following exhibits have
been filed with the Commission and are incorporated
herein by reference.
<TABLE>
<CAPTION>
<S> <C>
Exhibit No. Description
----------- -----------
4-a Restated Certificate of Incorporation,
defining rights of security holders (Exhibit (3)(a),
Form 10-K for the fiscal year ended December 31, 1990).
4-b Restricted Stock Plan and Form of Grant
under Restricted Stock Plan (Exhibit (10)(a), Form 10-K
for the fiscal year ended December 31, 1988).
*5 Opinion dated April 20, 1994 of Mudge
Rose Guthrie Alexander & Ferdon as to the legality of
securities to be registered.
*23-a Consent of Coopers & Lybrand.
23-b The consent of Mudge Rose Guthrie
Alexander & Ferdon is contained in the opinion of such
firm filed herewith as Exhibit 5.
<FN>
____________________
*Filed herewith
</TABLE>
II-2
<PAGE>
Item 17. Undertakings.
(1) The undersigned registrant hereby
undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered herein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(2) The undersigned registrant hereby undertakes
(a) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement (i) to include any prospectus
required by Section 10 (a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement,
and (iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement; provided, however, that paragraphs (a) (i)
and (a) (ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement; (b) that, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof; and (c) to remove from registration
by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.
(3) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (which shall
not include the insurance described under Item 15
above) may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
provisions referred to in the first sentence under Item
15 of this Registration Statement, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in said Act and
is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in said Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, Stone & Webster, Incorporated
certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
New York and State of New York on the 20th day of
April, 1994.
STONE & WEBSTER, INCORPORATED
(Registrant)
By /s/ WILLIAM M. EGAN
William M. Egan
Executive Vice President
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities
and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ WILLIAM F. ALLEN, JR. Chairman of the Board April 20, 1994
William F. Allen, Jr. and Chief Executive
Officer (Principal
Executive Officer)
and Director
/s/ WILLIAM M. EGAN Executive Vice President "
William M. Egan (Principal Financial
and Accounting Officer)
and Director
/s/ BRUCE C. COLES President and Director "
Bruce C. Coles
/s/ WILLIAM L. BROWN Director "
William L. Brown
/s/ HOWARD L. CLARK Director "
Howard L. Clark
/s/ DONNA R. FITZPATRICK Director "
Donna R. Fitzpatrick
/s/ J. PETER GRACE Director "
J. Peter Grace
II-4
<PAGE>
/s/ KENT F. HANSEN Director "
Kent F. Hansen
/s/ JOHN A. HOOPER Director "
John A. Hooper
/s/ J. ANGUS McKEE Director "
J. Angus McKee
/s/ KENNETH G. RYDER Director "
Kenneth G. Ryder
/s/ MEREDITH R. SPANGLER Director "
Meredith R. Spangler
/s/ FRED D. THOMPSON Director "
Fred D. Thompson
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit No. Description
----------- -----------
4-a Restated Certificate of Incorporation,
defining rights of security holders (Exhibit (3)(a),
Form 10-K for the fiscal year ended December 31, 1990).
4-b Restricted Stock Plan and Form of Grant
under Restricted Stock Plan (Exhibit (10)(a), Form 10-K
for the fiscal year ended December 31, 1988).
*5 Opinion dated April 20, 1994 of Mudge
Rose Guthrie Alexander & Ferdon as to the legality of
securities to be registered.
*23-a Consent of Coopers & Lybrand.
23-b The consent of Mudge Rose Guthrie
Alexander & Ferdon is contained in the opinion of such
firm filed herewith as Exhibit 5.
<FN>
____________________
*Filed herewith
</TABLE>
Exhibit 5
Mudge Rose Guthrie Alexander & Ferdon
180 Maiden Lane
New York, New York 10038
April 20, 1994
Stone & Webster, Incorporated
250 West 34th Street
New York, New York 10119
Dear Sirs:
We have acted as counsel to Stone & Webster,
Incorporated, a Delaware corporation (the
"Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission of a
registration statement on Form S-3 (the "Registration
Statement") relating to the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of
an aggregate of 1,725 shares (the "Shares") of
outstanding Common Stock, $1 par value, of the
Corporation. The shares are proposed for sale to the
public by a certain stockholder of the Corporation
named in the Registration Statement.
As counsel to the Corporation in connection with
this matter, we have examined the Registration
Statement and such corporate records and other
documents and instruments and have made such
investigations of law, as we have deemed necessary or
appropriate for the purpose of rendering the opinion
hereinbelow set forth.
Based upon and subject to the foregoing, we are of
the opinion that the Shares have been duly and validly
issued and are fully paid and nonassessable. The
foregoing opinion assumes that the certificates in
respect of the Shares issued by the Corporation's
transfer agent have in each case been issued in
accordance with the appropriate resolutions, documents
or instruments pursuant to which such issuance was
authorized and in accordance with the instructions
furnished to said transfer agent by the Corporation
with respect thereto.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. By giving
the foregoing consent, we do not admit that we are
within the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Mudge Rose Guthrie Alexander & Ferdon
EXHIBIT 23-a
COOPERS & LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS
_______________
We consent to the incorporation by reference
in this Registration Statement of Stone & Webster,
Incorporated on Form S-3 of our report dated February
15, 1994, on our audits of the consolidated financial
statements and financial statement schedules of Stone &
Webster, Incorporated and Subsidiaries as of December
31, 1993 and 1992, and for each of the three years in
the period ended December 31, 1993, which report is
included in the Company's 1993 Annual Report on Form
10-K.
We further consent to the reference to our
firm in this Registration Statement under the caption
"Experts."
/s/ COOPERS & LYBRAND
New York, New York
April 20, 1994
