JACOBS SOLUTIONS INC. — Director's Dealing 2005

Feb 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2005-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-31	Common Stock	M	6400	$15.97	Acquired	520916	Direct
2005-01-31	Common Stock	F	4197	$50.79	Disposed	516719	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-31	Stock Options	$15.97	M	6400	Disposed	2008-03-26	Common Stock (6400)	Direct

Footnotes

F1: The price of the stock options is zero.