JACOBS SOLUTIONS INC. — Director's Dealing 2004

Dec 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2004-12-28

Reporting Person: WATSON NOEL G (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-28	Common stock	M	7130	$15.97	Acquired	521496	Direct
2004-12-28	Common stock	F	4730	$47.80	Disposed	516766	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-28	Stock option	$15.97	M	7130	Disposed	2008-03-26	Common stock (7130)	Direct