JACOBS SOLUTIONS INC. — Director's Dealing 2008

May 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2008-05-05

Reporting Person: MARTIN CRAIG L (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-05	Common Stock	M	100000	$16.44	Acquired	369429	Direct
2008-05-05	Common Stock	M	100000	$23.345	Acquired	469429	Direct
2008-05-05	Common Stock	F	115729	$89.08	Disposed	353700	Direct
2008-05-06	Common Stock	S	53500	$90.1237	Disposed	300200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-05	Stock Option	$16.44	X	100000	Disposed	2011-06-07	Common Stock (100000)	Direct
2008-05-05	Stock Option	$23.345	X	100000	Disposed	2011-06-24	Common Stock (100000)	Direct

Footnotes

F1: The price of the stock option is zero.