JACOBS SOLUTIONS INC. — Director's Dealing 2011

May 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2011-05-26

Reporting Person: THAWERBHOY NAZIM G (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-26	Stock Option	$44.91	A	5000	Acquired	2021-05-26	Common Stock (5000)	Direct
2011-05-26	Market Stock Unit	$	A	12000	Acquired		Common Stock (12000)	Direct

Footnotes

F1: Each market stock unit award represents a contingent right to receive one share of JEC common stock.

F2: Represents receiving 200% of the target shares which may be issued pursuant to award of market stock units. The actual number of shares to be issued upon vesting can range from 0% to 200% of the number of market stock units awarded depending on the stock price performance of JEC common stock.

F3: The market stock units award will vest on May 26, 2014.