Jacobs Engineering Group Inc/DE – ‘8-A12B/A’ on 12/22/00

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment to Registration of a Class of Securities     3     11K 
 2: EX-1        Amended & Restated Rights Agreement                   59    218K 

8-A12B/A   —   Amendment to Registration of a Class of Securities
Document Table of Contents

8-A12B/A
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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 
_________________ 

FORM 8-A/A  

POST-EFFECTIVE AMENDMENT NO. 1  

FOR REGISTRATION OF CERTAIN CLASSES 
OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)  
OF THE SECURITIES EXCHANGE ACT OF 1934  

JACOBS ENGINEERING GROUP INC. 
(Exact name of registrant as specified in its charter)  

Delaware                        95-4081636  
(State of incorporation or organization)       (I.R.S. Employer                 
                               Identification No.)

1111 South Arroyo Parkway                                 
Pasadena, California                    91105         
(Address of principal executive offices)          (zip code)                  

Securities to be registered pursuant to Section 12(b) of the Act: 

     Title of each Class        Name of each Exchange on which
      to be so registered         each class is to be registered
        -------------------       ----------------------------------

Preferred Stock Purchase Rights       New York Stock Exchange   

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), check the following box. [X]                                 

If this form relates to the registration of a class of securities pursuant to   
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), check the following box. [ ]                                 

Securities Act registration statement file number to which this form relates:   
_________________ (if applicable)                                               

Securities to be registered pursuant to Section 12(g) of the Act:               

________________________________________________________________________________
(Title of Class)

________________________________________________________________________________
(Title of Class)

8-A12B/A
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 The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Application for         
Registration on Form 8-A dated December 24, 1990 as follows:                    

Item 1.   Description of Registrant's Securities to be Registered.              
--------------------------------------------------------    

       The Board of Directors of Jacobs Engineering Group Inc., a Delaware
corporation (the "Company") adopted an amendment and restatement of the         
Company's existing rights plan (the "Rights Plan") which is set out in full in  
the Amended and Restated Rights Agreement, amended and restated as of December  
20, 2000 between the Company and Mellon Investor Services LLC, as Rights Agent. 

        The purpose of the amendment is to enable the Company to continue to
have in place the protection afforded by the Rights Plan beyond the December 20,
2000 expiration date of the Rights Plan.  The amendment extended the expiration 
date to December 20, 2010, eliminated the so called "dead hand" independent     
director provisions of the Rights Plan, increased the exercise price of the     
Rights Plan from $90 to $175 and made certain other non-material revisions.     

Item 2.   Exhibits                                                              
--------                                                    

         1.  Amended and Restated Rights Agreement, amended and restated as of
December 20, 2000 between the Company and Mellon Investor Services LLC, as      
Rights Agent.                                                                   

        2.  Company's Current Report on Form 8-K, filed on December 21, 2000
(and incorporated herein by reference).                                         

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8-A12B/A
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SIGNATURE 

    Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed by on its behalf by the undersigned, thereto duly authorized.      

                     JACOBS ENGINEERING GROUP INC.

Dated:  December 21, 2000           By:   /s/ JOHN W. PROSSER, JR.              
                            ------------------------
                                     John W. Prosser, Jr., Senior Vice
                                        President Finance and Administration

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
		12/20/10		2
Filed on:		12/22/00
		12/21/00		2		3			8-K
		12/20/00		2					8-K
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