SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) (c)
AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
Amendment No. 20*
Stone & Webster, Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
86157210
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing
of This Statement)
Check the appropriate box to designate
the rule pursuant to which this
Schedule is filed:
/x/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
* 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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CUSIP No. 86157210 13G Page 2 of 5 pages
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1. Name of reporting person, I.R.S. Identification No. of above person
(entities only)
Committee under the Employee Investment Plan of Stone & Webster,
Incorporated and Participating Subsidiaries.
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2. Check the appropriate box if a member of a group*
(a) ( )
(b) ( )
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3. SEC use only
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4. Citizenship or place of organization
Massachusetts
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5. Sole Voting Power
Number of None (no change)
shares ----------------------------------
beneficially 6. Shared Voting Power
owned by 1,390,297
each ----------------------------------
reporting 7. Sole Dispositive Power
person None (no change)
with ----------------------------------
8. Shared Dispositive Power
1,390,297
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9. Aggregate amount beneficially owned by each reporting person
1,390,297 (See Note A of attached Schedule 13G)
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10. Check box if the aggregate amount in row (9) excludes certain shares*
( )
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11. Percent of class represented by amount in row 9
Approximately 10.7%
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12. Type of reporting person*
OO
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* See instructions before filling out!
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CUSIP No. 86157210 13G Page 3 of 5 pages
SCHEDULE 13G
Item 1(a). Name of Issuer:
Stone & Webster, Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
245 Summer Street, Boston, Massachusetts 02210
Item 2(a). Name of Person Filing:
Committee under the Employee Investment Plan of Stone & Webster,
Incorporated and Participating Subsidiaries
Item 2(b). Address or Principal Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02110
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
86157210
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and
the person filing, the Committee under the Employee Investment Plan
of Stone & Webster, Incorporated and Participating Subsidiaries, is
the Committee which administers an Employee Benefit Plan.
Item 4. Ownership
(a) Amount Beneficially Owned: 1,390,297 at December 31, 1998 (See
Note A)
(b) Percent of Class: 10.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 1,390,297
(iii) sole power to dispose or to direct the disposition of:
None
(iv) shared power to dispose or to direct the disposition of:
1,390,297
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CUSIP No. 86157210 13G Page 4 of 5 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.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Participants in the Employee Investment Plan of Stone & Webster,
Incorporated and Participating Subsidiaries, and the trustee
under the Plan, have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the common stock of Stone & Webster, Incorporated to which this
report relates.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
<PAGE>
CUSIP No. 86157210 13G Page 5 of 5 pages
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.
Date: February 11, 1999
Committee under the Employee Investment Plan
of Stone & Webster, Incorporated and Participating Subsidiaries
By: /s/ JAMES P. JONES
James P. Jones
Secretary
