JACOBS SOLUTIONS INC. — Director's Dealing 2009

May 29, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2009-05-28

Reporting Person: MATHA ROBERT (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-31	Common Stock	J	29	$36.73	Acquired	1077	Indirect
2009-04-30	Common Stock	J	29	$36.14	Acquired	1106	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-28	Stock Option	$41.18	A	12000	Acquired	2019-05-28	Common Stock (12000)	Direct
2009-05-28	Stock Option	$41.18	A	450	Acquired	2019-05-28	Common Stock (450)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15552	Direct

Footnotes

F1: acquisition pursuant to IRC Sec. 423 qualified employee stock purchase plan

F2: The price of the stock option is zero.