JACOBS SOLUTIONS INC. — Director's Dealing 2010

Jun 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2010-05-27

Reporting Person: MATHA ROBERT (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	J	23	$45.81	Acquired	1447	Indirect
2010-05-27	Common Stock	A	6000	—	Acquired	21552	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-27	Stock Option	$42.43	A	12000	Acquired	2020-05-27	Common Stock (12000)	Direct
2010-05-27	Stock Option	$42.43	A	300	Acquired	2020-05-27	Common Stock (300)	Indirect

Footnotes

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

F2: The transaction relates to the receipt of restricted stock pursuant to the Company's 1999 Stock Incentive Plan. The terms of the award restrict the Reporting Person's ability to sell or otherwise dispose of the stock prior to the expiration of the restriction period.

F3: The price of the stock option is zero.