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    ATTORNEYS AT LAW

    Broomfield, CO

    720 566-4000

    Palo Alto, CA

    101 California Street

    650 843-5000

    5th Floor

    San Francisco, CA

    Reston, VA

    94111-5800

Main 415 693-2000

Fax   415 693-2222

    703 456-8000

San Diego, CA

858 550-6000

    November 30, 2005

    www.cooley.com

    Washington, DC

202 842-7800

    VIRGINIA C. EDWARDS

          Via EDGAR and FedEx

    (415) 693-2129

    gedwards@cooley.com

Pamela A. Long

Assistant Director

Andrew P. Schoeffler

Staff Attorney

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 7010

Washington, DC 20549-7010

    Re:

    URS Corporation
Response to Comments Received Telephonically on November 30, 2005, regarding:

    Registration Statement on Form S-3/A

Filed November 21, 2005

File No. 333-129266

Dear Ms. Long and Mr. Schoeffler:

On behalf of our client URS Corporation (“URS”), this letter is being filed in response to Staff
comments received telephonically on November 30, 2005, in connection with the above referenced
Amendment No. 1 to the URS Registration Statement on Form S-3/A (File No. 333-129266) (the
“Registration Statement”).

The Staff requested further detail regarding how each selling stockholder received the shares it is
offering in the Registration Statement.

In response to the Staff’s request, URS is hereby supplementally providing the following additional
information:

Pamela A. Long

Andrew P. Schoeffler

November 30, 2005

Page Two

    Blum Fund
      Shares Owned
    Obtained via:

    Blum Strategic Partners, L.P.

    3,086,621
    Private placement
investment in URS in
June 1999 in exchange
for convertible
preferred securities,
which funds were used
by URS to help
finance its
acquisition of Dames
& Moore; all
preferred stock was
converted into URS
common stock in June
2002.

    BK Capital Partners IV, L.P.

    182,815
    Exercise of
warrant in February
1997; warrant was
originally acquired
in May 1996 from
Executive Life
Insurance Company.

    Stinson Capital Partners, L.P.

    117,015
    Transfer of 109,029
shares from BK
Capital Partners I,
L.P. in May 1998;
1 and
purchase of an
aggregate of 7,986
shares on the open
market in December
1999 and January
2000.

    Stinson Capital Partners II, L.P.

    54,233
    Transfer of shares
from BK Capital
Partners I, L.P. in
May 1998.1

    Stinson Capital Fund (Cayman), Ltd.

    18,096
    Transfer of shares
from BK Capital
Partners I, L.P. in
May 1998.
1

    Stinson Capital Partners (QP), L.P.

    104,112
    Transfer of shares
from Stinson Capital
Partners, L.P. in
March 2003, which
shares originated as
follows:

    • 102,242 shares
transferred to
Stinson Capital
Partners, L.P. from
BK Capital Partners
I, L.P. 1

    • aggregate of
1,870 shares
purchased by Stinson
Capital Partners,
L.P. on the open
market in December
1999 and January
2000.

    Stinson Capital Partners S, L.P.

    17,772
    Transfer of shares
from Stinson Capital
Partners (QP), L.P.
in January 2005, of
which 17,772 of these
shares originated as
follows:

    • 17,453 shares
transferred to
Stinson Capital
Partners (QP), L.P.
from BK Capital
Partners I, L.P.
1

    • aggregate of 319
shares purchased by
Stinson Capital
Partners (QP),
L.P.were purchased on
the open market in
December 1999 and
January 2000.

    Blum Capital Partners, L.P.

    243
    Transfer of shares
received from Stinson
Capital Partners III,
L.P. in connection
with the withdrawal
of the limited
partner from Stinson
Capital Partners III,
L.P. in February
2004. Stinson
Capital Partners III,
L.P. acquired all
such shares in open
market purchases in
December 1999 and
January 2000.

Pamela A. Long

Andrew P. Schoeffler

November 30, 2005

Page Three

    1

    BK Capital Partners I, L.P. acquired (a) 403,546 shares through the exercise
in February 1997 of a warrant acquired from the Company in February 1990, in connection with a
private financing with URS and (b) 104,719 shares in connection with another private financing
with URS in January 1989.

If you have any further questions or comments, please feel free to contact me at the above
number.

Sincerely,

/s/ Virginia C. Edwards

Virginia C. Edwards

    cc:

    Kent P. Ainsworth, Executive Vice President and Chief Financial Officer Corporation,

                URS Corporation

    Joseph Masters, Vice President and General Counsel

    Charles Szurgot, Securities and Corporate Counsel, URS Corporation

    Samuel M. Livermore, Esq., Cooley Godward llp

    Todd A. Hamblet, Esq., Cooley Godward llp