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Page 1 of 4 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
NAME OF ISSUER Stone & Webster, Incorporated
TITLE OF CLASS OF SECURITIES Common Stock
CUSIP 86157210
Check the following box if a fee is being paid with this statement.
( )
(A fee is not required only if the filing 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 the disclosures provided in a prior cover page.
The information required in 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).
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Page 2 of 4 pages
1. Name of reporting person
S.S. or I.R.S. identification no. of above person
Committee under the Employee Investment Plan of Stone & Webster,
Incorporated and Participating Subsidiaries (no change)
- ------------------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a) ( )
(b) ( )
- ------------------------------------------------------------------------
3. SEC use only
- ------------------------------------------------------------------------
4. Citizenship or place of organization
New York (no change)
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5. Sole Voting Power
Number of NONE (no change)
shares ---------------------------
beneficially 6. Shared Voting Power
owned by 1,738,322
each ---------------------------
reporting 7. Sole Dispositive Power
person NONE (no change)
with ---------------------------
8. Shared Dispositve Power
1,738,322
- ------------------------------------------------------------------------
9. Aggregate amount beneficially owned by each reporting person
1,738,322 (See Note A of attached Schedule 13G)
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10. Check box if the aggregate amount in row (9) includes certain
shares*
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11. Percent of class represented by amount in row 9
Approximately 12.5%
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12. Type of Reporting person*
OO (no change)
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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. 17)
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:
1,738,322 shares as of December 3l, 1995 (see Note A)
(b) Percent of Class:
Approximately 12.5%
(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 1,738,322
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 1,738,322
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Page 4 of 4 pages
Note A.
The filing of this statement shall not be construed as an
admission that the undersigned is, for the purposes of Sections 13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial owner
of the securities covered by this statement.
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.
Committee under the
Employee Investment Plan of
Stone & Webster, Incorporated
and Participating Subsidiaries
By
PETER F. DURNING
Peter F. Durning
Secretary
February 8, 1996
