STONE & WEBSTER INC
8-K, 2000-06-06
ENGINEERING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported)..........June 2, 2000


                          STONE & WEBSTER, INCORPORATED
             (Exact name of registrant as specified in its charter)

            Delaware                    1-1228                   13-5416910
 (State or other jurisdiction   (Commission File Number)   (IRS Employer Number)
       of incorporation)

          245 Summer Street, Boston, MA                 02210
    (Address of principal executive offices)          (Zip Code)

       Registrant's telephone number, including area code: (617) 589-5111









<PAGE>

Item 5.    Other Events.

     The text of registrant's press release dated June 2, 2000,  announcing that
the Company has filed a voluntary petition for  reorganization  under Chapter 11
of the U.S.  Bankruptcy  Code in conjunction  with a proposed  transaction  with
Jacobs Engineering Group Inc., is included in Exhibit 99 to this Form 8-K and is
incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         Exhibits

         (99) Text of registrant's press release dated June 2, 2000












<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     STONE & WEBSTER, INCORPORATED




                                     By:  /S/ THOMAS L. LANGFORD
                                          --------------------------------------
                                          Thomas L. Langford
                                          Executive Vice President
                                          and Chief Financial Officer

Date:  June 6, 2000














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