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Stone & Webster Inc – ‘S-3’ on 4/21/94

As of: Thursday, 4/21/94 · Accession #: 910634-94-6 · File #: 33-53191

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/21/94  Stone & Webster Inc               S-3                    3:32K                                    Mudge Rose Gu… Ferdon/FA

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Form S-3/Selling Stockholder                          13     63K 
 2: EX-5        Legality Opinion Mudge Rose                            2±     8K 
 3: EX-23       Consent of Coopers & Lybrand                           1      6K

S-3 — Form S-3/Selling Stockholder
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Stock Exhibits Indemnification of Directors and Officers Other Expenses of Issuance and Distribution Undertakings
1	1st Page - Filing Submission
2	Common Stock
8	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
9	Item 16. Exhibits
10	Item 17. Undertakings

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                    Registration No. 33-
________________________________________________________              
________________________________________________________              

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

FORM S-3              

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               
_____________________               

STONE & WEBSTER, INCORPORATED               
(Exact name of registrant as specified in its charter)                

Delaware                      13-5416910                  
(State or other                   (I.R.S. Employer                    
jurisdiction of                   Identification No.)                 
incorporation or                                                      
organization)                                                         
       Joel A. Skidmore, Secretary
         Stone & Webster, Incorporated
250 West 34th Street     250 West 34th Street                         
NY, NY 10119             New York, NY 10119                           
(212) 290-7500           (212) 290-7500                               
(Address,                (Name, address,                              
including zip code,      including zip code,                          
and telephone number,    and telephone number,                        
including area code,     including area code,                         
of registrant's          of agent for service)                        
principal                                                             
executive offices)       Copy to:                                     

       George J. Martin, Jr., Esq.
Mudge Rose Guthrie  
  Alexander & Ferdon
180 Maiden Lane     
New York, NY 10038  
(212) 510-7000      

Approximate date of commencement of proposed sale           
to the public:  As soon as practicable after the                      
effective date of the registration statement but not                  
before May 19, 1994 as to 1,150 shares, and on or as                  
soon as possible after October 5, 1994 as to 575                      
shares.                                                               

If the only securities being registered on this             
Form are being offered pursuant to dividend or interest               
reinvestment plans, check the following box. [ ]                      

If any of the securities being registered on this           
Form are to be offered on a delayed or continuous basis               
pursuant to Rule 415 under the Securities Act of 1933,                
other than securities offered only in connection with                 
dividend or interest reinvestment plans, check the                    
following box. [x]                                                    

                                                                     [Download Table]
                                                                     
                                                                     
            CALCULATION OF REGISTRATION FEE                          
                                                                     
_____________________________________________________________________
_____________________________________________________________________

Title of                      Proposed     Proposed                  
each class                    maximum      maximum                   
of securities  Amount         offering     aggregate   Amount of     
to be          to be          price per    offering    registration  
registered     registered     unit*        price*      fee           
_____________________________________________________________________

Common Stock,  1,725          $30.375      $52,397     $100.00       
$1 par value   shares                                                
_____________________________________________________________________
_____________________________________________________________________

*Estimated solely for the purpose of determining the                 
registration fee pursuant to Rule 457(c), based upon a               
price of $30.375 per share, the closing price for the                
Common Stock on the New York Stock Exchange Composite                
Tape as reported in the Wall Street Journal on April                 
19, 1994.                                                            
_____________________________________________________________________

                                                                           
_______________               

The registrant hereby amends this registration                        
statement on such date or dates as may be necessary to                
delay its effective date until the registrant shall                   
file a further amendment which specifically states that               
this registration statement shall thereafter become                   
effective in accordance with Section 8(a) of the                      
Securities Act of 1933 or until the registration                      
statement shall become effective on such date as the                  
Commission, acting pursuant to said Section 8(a), may                 
determine.                                                            
_____________________________________________________________________ 
_____________________________________________________________________ 

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P R 0 S P E C T U S               

STONE & WEBSTER, INCORPORATED               

1,725 Shares              

Common Stock              

$1 Par Value              

_______________               

The securities offered hereby are outstanding     
shares of Common Stock, $1 par value (the "Common                     
Stock"), of Stone & Webster, Incorporated (the                        
"Company") and are being offered by one stockholder of                
the Company (the "Selling Stockholder").  The Company                 
will not receive any part of the proceeds of sale of                  
such shares and will bear the expenses of such                        
offering.  The proceeds of sale will be used by the                   
Selling Stockholder to meet certain tax obligations                   
payable upon vesting of shares of Common Stock issued                 
pursuant to the Restricted Stock Plan of the Company.                 
The Selling Stockholder may be deemed to be an                        
"underwriter" under the Securities Act of 1933.                       

The Company has been advised that the Selling     
Stockholder proposes to sell on the New York and Boston               
Stock Exchanges, in the over-the-counter market, in                   
negotiated transactions and otherwise up to an                        
aggregate of 1,725 shares of Common Stock at prices and               
on terms then prevailing.  The approximate date of                    
commencement of the proposed sales is on or as soon as                
practicable after May 19, 1994 as to 1,150 shares, and                
on or as soon as practicable after October 5, 1994 as                 
to 575 shares.  The Selling Stockholder has represented               
to the Company that he does not have any arrangements                 
or understandings with any broker or dealer with                      
respect to the sale of the Common Stock offered hereby.               

_______________               

THESE SECURITIES HAVE NOT BEEN APPROVED OR        
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION                 
OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE                     
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE                       
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR                     
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE               
CONTRARY IS A CRIMINAL OFFENSE.                                       

The date of this Prospectus is May 16, 1994.      

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AVAILABLE INFORMATION               

The Company is subject to the informational       
requirements of the Securities Exchange Act of 1934 and               
in accordance therewith files periodic reports, proxy statements      
and other information with the Securities and Exchange                
Commission. Such reports, proxy statements and other                  
information concerning the Company can be inspected and               
copied at the public reference facilities maintained by               
the Commission at Judiciary Plaza, 450 Fifth Street,                  
N.W., Washington, D.C. 20549, as well as the                          
Commission's regional offices:  7 World Trade Center,                 
New York, New York 10048, and Northwestern Atrium                     
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois        
60661; and copies of such material can be obtained from               
the Public Reference Section of the Commission,                       
Judiciary Plaza, 450 Fifth Street, N.W., Washington,                  
D.C.  20549 at prescribed rates.  The Company's Common                
Stock is listed on the New York and Boston Stock                      
Exchanges, where reports, proxy statements and other                  
information concerning the Company can also be                        
inspected.                                                            

This Prospectus does not contain all of the       
information set forth in the Registration Statement on                
Form S-3, of which this Prospectus is a part, and                     
exhibits relating thereto which the Company has filed                 
with the Commission under the Securities Act of 1933,                 
as amended (the "Act").  Reference is made to such                    
Registration Statement and to the exhibits relating                   
thereto for further information with respect to the                   
Company and the Common Stock.  Statements contained                   
herein concerning the provisions of documents are                     
necessarily summaries of such documents, and each                     
statement is qualified in its entirety by reference to                
the copy of the applicable document filed with the                    
Commission.                                                           

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE               

The documents listed below are hereby             
incorporated by reference and made a part hereof, and                 
all documents subsequently filed by the Company                       
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the                
Securities Exchange Act of 1934 prior to the                          
termination of the offering shall be deemed to be                     
incorporated by reference herein and to be a part                     
hereof from the date of filing of such documents.  Any                
statement contained herein or in an incorporated                      
document shall be deemed to be modified or superseded                 
for purposes of this Prospectus to the extent that a                  
statement contained herein or in any other subsequently               
filed incorporated document modifies or supersedes such               
statement.  Any such statement so modified or                         
superseded shall not be deemed, except as so modified                 
or superseded, to constitute a part of this Prospectus.               

The information relating to the Company           
contained in this Prospectus does not purport to be                   
comprehensive and is based upon information contained                 
in the incorporated documents.  Accordingly, the                      
information contained herein should be read together                  
with the information contained in the incorporated                    
documents.                                                            

(a) The annual report on Form 10-K of the         
Company for the year ended December 31, 1993 filed          
pursuant to Section 13 of the Securities Exchange           
Act of 1934, including the consolidated financial           
statements of Stone & Webster, Incorporated and             
Subsidiaries for the fiscal year ended December             
31, 1993, together with the report thereon of               
Coopers & Lybrand dated February 15, 1994.                  

(b) All other reports filed by the Company        
pursuant to Section 13 or 15(d) of the Securities           
Exchange Act of 1934 since the end of the fiscal            
year covered by the annual report referred to in            
(a) above.                                                  

(c) The Company's definitive proxy statement      
filed pursuant to Section 14 of the Securities              
Exchange Act of 1934 in connection with the 1994            
Annual Meeting of Stockholders, and any definitive          
proxy statement so filed in connection with any             
subsequent meeting of its stockholders.                     

The Company hereby undertakes to provide          
without charge to each person to whom a copy of this                  
Prospectus is delivered, upon written or oral request by              
said person, a copy of any or all documents that have been            
incorporated herein by reference, other than exhibits                 
to such documents.  Requests for such copies should be                
addressed to the Company to the attention of Joel A.                  
Skidmore, Secretary, Stone & Webster, Incorporated, 250               
West 34th Street, New York, New York 10119 (telephone                 
number 212-290-7500).                                                 

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No person has been authorized to give any         
information or make any representations, other than                   
those contained in this Prospectus, in connection with                
the offer contained in this Prospectus, and, if given                 
or made, such information or representations must not                 
be relied upon as having been authorized by the                       
Company.  This Prospectus shall not constitute an offer               
to sell or the solicitation of an offer to buy nor                    
shall there be any sale of these securities in any                    
State in which such offer, solicitation or sale would                 
be unlawful prior to registration or qualification                    
under the securities laws of any such State.                          

_______________               

THE COMPANY               

The Company is a Delaware corporation with        
principal executive offices located at 250 West 34th                  
Street, New York, New York 10119, telephone number                    
(212) 290-7500.                                                       

THE SELLING STOCKHOLDER               

The following table sets forth the name of        
the Selling Stockholder, the number of shares of the                  
Company's Common Stock beneficially owned by him, the                 
number of shares which he presently proposes to offer                 
and his relationship with the Company since April 1,                  
1991:                                                                 

                                                                     [Download Table]
                                                               
                                                               
                 Number of      Number of                      
                 Shares of      Shares of                      
                 Common Stock   Common Stock  Relationship with
Name of Selling  Beneficially   to be         the Company Since
Stockholder      Owned (1)      Offered       April 1, 1991 (2)
---------------  ------------   ------------  -----------------
                                                               
Bruce C. Coles   37,716         1,725         President        
                                              and Director     
                                              of the           
                                              Company (3)      
<FN>                                                           
(1)  Includes (i) shares allocated under the Employee          
     Investment Plan of Stone & Webster, Incorporated          
     and Participating Subsidiaries and subject to its         
     terms and provisions with respect to termination          
     and withdrawal and, in limited circumstances, to          
     forfeiture and held as of December 31, 1993 by The        
     Chase Manhattan Bank, N.A., Trustee under the             
     Plan; (ii) shares awarded under the Restricted            
     Stock Plan of Stone & Webster, Incorporated and           
     subject to its terms with respect to forfeiture;          
     (iii) shares allocated under the Employee Stock           
     Ownership Plan of Stone & Webster, Incorporated           
     and Participating Subsidiaries and subject to its         
     terms with respect to forfeiture and held as of           
     December 31, 1993 by The Chase Manhattan Bank,            
     N.A, Trustee under the Plan; and (iv) shares              
     allocated under the Payroll-based Employee Stock          
     Ownership Plan of Stone & Webster, Incorporated           
     and Participating Subsidiaries and subject to its         
     terms and held as of December 31, 1993 by The             
     Chase Manhattan Bank, N.A., Trustee under the             
     Plan.                                                     

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(2)  In addition to holding the positions in the               
     Company which are indicated in the table, the             
     Selling Stockholder has been an officer or                
     director of one or more of the Company's                  
     subsidiaries during the period from April 1, 1991         
     to the present.                                           

(3)  On December 15, 1993, the Board of Directors of           
     the Company approved a plan to elect Mr. Coles            
     Chief Executive Officer and President of the              
     Company after the 1994 Annual Meeting of                  
     Stockholders to be held on May 12, 1994.                  
                                                                           
DESCRIPTION OF COMMON STOCK               
General                                                               

The Restated Certificate of Incorporation, as     
amended, of the Company authorizes the issuance of                    
2,000,000 shares of Preferred Stock, without par value,               
and 40,000,000 shares of Common Stock, $1 par value.                  
At March 14, 1994, there were 14,977,814 shares of                    
Common Stock outstanding.   There are no shares of                    
Preferred Stock outstanding.  Should Preferred Stock be               
issued in the future, holders thereof will have                       
preferential rights over holders of Common Stock with                 
respect to dividends, liquidation and certain other                   
matters and may be entitled to vote under certain                     
circumstances.                                                        

The following description summarizes certain      
provisions of the Company's Restated Certificate of                   
Incorporation relating to the Common Stock.  For a full               
description, reference is made to the Restated Certifi-               
cate of Incorporation which is an exhibit to the                      
Registration Statement of which this Prospectus is a                  
part.                                                                 

Dividend Rights                                                       

Subject to the preferential rights of             
Preferred Stockholders should any Preferred Stock be                  
issued in the future, Common Stockholders are entitled                
to receive such dividends as may be declared by the                   
Board of Directors out of funds legally available                     
therefor.                                                             

Voting Rights and Other Matters                                       

Subject to the voting rights of Preferred         
Stockholders should Preferred Stock be issued in the                  
future, holders of the Common Stock of the Company                    
exclusively possess voting power for all purposes.  The               
voting rights are non-cumulative.                                     

The directors of the Company are divided into     
three classes with the number of directors fixed by or                
in accordance with the By-laws of the Company divided                 
equally so far as possible among the classes.  At each                
annual election, one class of directors is elected by                 
vote of a majority of the Company's outstanding voting                
stock for a term of three years.  Special voting                      
provisions apply to any change in the number of                       
directors, to the filling of vacancies on the Board of                
Directors when not filled by the remaining directors                  
and to the removal of directors without cause under                   
certain circumstances.  In addition, with certain                     
exceptions, the Company's Restated Certificate of                     
Incorporation requires the affirmative vote of two-                   
thirds of the Company's outstanding voting stock to                   
authorize specified corporate transactions (including                 
mergers, sale of substantially all of the Company's                   
assets and the like) involving the Company, or any                    
subsidiary of the Company, and any owner of 5% or more                
of the Company's outstanding voting stock.  The                       
foregoing special voting provisions may only be changed               
upon a specified vote of the directors and/or                         
stockholders of the Company.                                          

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In addition to the provisions referred to in    
the preceding paragraph, the Restated Certificate of                  
Incorporation contains provisions pertaining to so-                   
called "front-end loaded" tender offers and similar                   
transactions where an initial acquisition of a                        
substantial portion of the outstanding stock of a                     
company is followed by a second step transaction (such                
as a merger) in which the shares held by the                          
stockholders who did not participate in the first                     
transaction are to be acquired at a lower price. These                
provisions require that a second step transaction                     
initiated by a holder of at least 10% of the                          
outstanding voting stock of the Company be approved by                
80% of all outstanding voting stock and a majority of                 
the publicly held voting stock (i.e., not including the               
10% holder's shares).  Neither the Company and its                    
subsidiaries nor any trustee or Committee under any                   
employee pension, stock ownership, savings or similar                 
employee benefit plan is considered a 10% holder.  The                
aforementioned votes will not be required where the                   
purchase of the Company's shares by the 10% holder in                 
the second step transaction is for consideration equal                
to or greater than the highest price previously paid by               
the 10% holder to acquire shares of a class or an                     
amount bearing the same or a greater percentage                       
relationship to the then market price of shares of any                
class of which the 10% holder has previously acquired                 
shares as the highest price per share paid by the 10%                 
holder in the earlier transaction(s) by which the 10%                 
holder achieved that status, bears to the lower of the                
market price of shares of such class of shares                        
immediately prior to public disclosure of, or the                     
commencement of, such earlier transaction(s).  The                    
consideration must be payable either in cash or in the                
same form of consideration given for the majority of                  
the shares of the class previously acquired by the 10%                
holder. Any amendment of the provisions described in                  
this paragraph requires the approval of 80% of all                    
outstanding voting stock and a majority of the publicly               
held voting stock (i.e., not including the shares held                
by the 10% holder).  The Restated Certificate of                      
Incorporation has also been amended to require the                    
Board of Directors, when evaluating a merger,                         
reorganization, tender offer or other similar proposal,               
to consider all relevant factors, including the social,               
legal and economic effects of the transaction as well                 
as alternative measures of the Company's value.                       

Liquidation Rights                                                    

Subject to the preferential rights of             
Preferred Stockholders should any Preferred Stock be                  
issued in the future, in the event of any liquidation,                
dissolution or winding up of the Company, or any                      
reduction of its capital resulting in any distribution                
of its assets to its stockholders, the holders of                     
Common Stock are entitled to receive, pro rata, all the               
remaining assets of the Company available for                         
distribution to its stockholders.                                     

Pre-emptive Rights                                                    

No holder of shares of Common Stock has           
preferential, pre-emptive or other rights to subscribe                
for or purchase any stock of the Company of any class,                
or securities convertible into stock.                                 

Liability for Further Calls or Assessments                            

All shares of the Common Stock of the Company     
offered by this Prospectus are and will be fully paid                 
and non-assessable.                                                   

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EXPERTS             

The consolidated financial statements and the     
financial statement schedules of the Company and its                  
Subsidiaries as of December 31, 1993 and 1992, and for                
each of the three years in the period ended December                  
31, 1993, incorporated by reference in this Prospectus                
and in the Registration Statement, have been                          
incorporated herein in reliance upon the reports of                   
Coopers & Lybrand, independent accountants, given on                  
the authority of that firm as experts in accounting and               
auditing.                                                             

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PART II   

INFORMATION NOT REQUIRED IN PROSPECTUS  

Item 14.  Other Expenses of Issuance and Distribution.                

Estimated expenses in connection with the         
offering are as follows:                          

                                         Estimated
                                          Amount
                                         ---------

Filing Fee - Securities and Exchange Commission       $  100          
Legal Fees                                             1,500          
Miscellaneous Expenses                                   100          
                                            ------
Total                                           $1,700    
                                            ------
                                            ------

No portion of these expenses will be borne by the                     
Selling Stockholder.                                                  

Item 15.  Indemnification of Directors and Officers.                  

Section 145 of Chapter 1 of the General           
Corporation Law of the State of Delaware and Section 14               
of Article Sixth of the Company's Restated Certificate                
of Incorporation permit the indemnification under                     
certain circumstances of directors or officers of the                 
Company and its subsidiaries for expenses incurred in                 
connection with the defense of actions, suits or                      
proceedings against them as such directors or officers.               
The Company has purchased from the American                           
International Group a Directors and Officers Liability                
and Company Reimbursement policy under which the                      
directors and officers of Stone & Webster, Incorporated               
and its subsidiaries are insured against loss arising                 
from any claim made against them by reason of any                     
wrongful act in their respective capacities as                        
directors and officers.                                               

The Stockholders of the Company have approved     
amendments to the Restated Certificate of Incorporation               
of the Company which limit the personal liability of                  
the directors to the Company or its Stockholders for                  
monetary damages arising out of the directors' breach                 
of their fiduciary duty of care under certain                         
circumstances, as permitted by the Delaware General                   
Corporation Law.                                                      

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Item 16.  Exhibits.                                         

Certain of the following exhibits are filed       
herewith.  Certain other of the following exhibits have               
been filed with the Commission and are incorporated                   
herein by reference.                                                  

                                                                     [Download Table]
                                                                       
                                                                       
                                                                       
Exhibit No.     Description                                            
-----------     -----------                                            

4-a             Restated Certificate of Incorporation,                 
                defining rights of security holders (Exhibit (3)(a),   
                Form 10-K for the fiscal year ended December 31, 1990).

4-b             Restricted Stock Plan and Form of Grant                
                under Restricted Stock Plan (Exhibit (10)(a), Form 10-K
                for the fiscal year ended December 31, 1988).          

*5              Opinion dated April 20, 1994 of Mudge                  
                Rose Guthrie Alexander & Ferdon as to the legality of  
                securities to be registered.                           

*23-a           Consent of Coopers & Lybrand.                          

23-b            The consent of Mudge Rose Guthrie                      
                Alexander & Ferdon is contained in the opinion of such 
                firm filed herewith as Exhibit 5.                      

<FN>                                                                   
____________________                                                   
*Filed herewith                                                        
                                                                           
II-2            

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Item 17.  Undertakings.                                               

(1)  The undersigned registrant hereby            
undertakes that, for purposes of determining any                      
liability under the Securities Act of 1933, each filing               
of the registrant's annual report pursuant to Section                 
13(a) or 15(d) of the Securities Exchange Act of 1934                 
that is incorporated by reference in the registration                 
statement shall be deemed to be a new registration                    
statement relating to the securities offered herein,                  
and the offering of such securities at that time shall                
be deemed to be the initial bona fide offering thereof.               

(2)  The undersigned registrant hereby undertakes     
(a) to file, during any period in which offers or sales               
are being made, a post-effective amendment to this                    
registration statement (i) to include any prospectus                  
required by Section 10 (a)(3) of the Securities Act of                
1933; (ii) to reflect in the prospectus any facts or                  
events arising after the effective date of the                        
registration statement (or the most recent post-                      
effective amendment thereof) which, individually or in                
the aggregate, represent a fundamental change in the                  
information set forth in the registration statement,                  
and (iii) to include any material information with                    
respect to the plan of distribution not previously                    
disclosed in the registration statement or any material               
change to such information in the registration                        
statement; provided, however, that paragraphs (a) (i)                 
and (a) (ii) do not apply if the registration statement               
is on Form S-3 or Form S-8, and the information                       
required to be included in a post-effective amendment                 
by those paragraphs is contained in periodic reports                  
filed by the registrant pursuant to Section 13 or                     
Section 15(d) of the Securities Exchange Act of 1934                  
that are incorporated by reference in the registration                
statement; (b) that, for the purpose of determining any               
liability under the Securities Act of 1933, each such                 
post-effective amendment shall be deemed to be a new                  
registration statement relating to the securities                     
offered therein, and the offering of such securities at               
that time shall be deemed to be the initial bona fide                 
offering thereof; and (c) to remove from registration                 
by means of a post-effective amendment any of the                     
securities being registered which remain unsold at the                
termination of the offering.                                          

(3)  Insofar as indemnification for liabilities       
arising under the Securities Act of 1933 (which shall                 
not include the insurance described under Item 15                     
above) may be permitted to directors, officers and                    
controlling persons of the registrant pursuant to the                 
provisions referred to in the first sentence under Item               
15 of this Registration Statement, or otherwise, the                  
registrant has been advised that in the opinion of the                
Securities and Exchange Commission such indemnification               
is against public policy as expressed in said Act and                 
is, therefore, unenforceable.  In the event that a                    
claim for indemnification against such liabilities                    
(other than the payment by the registrant of expenses                 
incurred or paid by a director, officer or controlling                
person of the registrant in the successful defense of                 
any action, suit or proceeding) is asserted by such                   
director, officer or controlling person in connection                 
with the securities being registered, the registrant                  
will, unless in the opinion of its counsel the matter                 
has been settled by controlling precedent, submit to a                
court of appropriate jurisdiction the question whether                
such indemnification by it is against public policy as                
expressed in said Act and will be governed by the final               
adjudication of such issue.                                           

II-3              

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SIGNATURES              

Pursuant to the requirements of the               
Securities Act of 1933, Stone & Webster, Incorporated                 
certifies that it has reasonable grounds to believe                   
that it meets all of the requirements for filing on                   
Form S-3 and has duly caused this Registration                        
Statement to be signed on its behalf by the                           
undersigned, thereunto duly authorized, in the City of                
New York and State of New York on the 20th day of                     
April, 1994.                                                          

         STONE & WEBSTER, INCORPORATED
(Registrant)  

  By /s/ WILLIAM M. EGAN
         William M. Egan
                  Executive Vice President

Pursuant to the requirements of the               
Securities Act of 1933, this Registration Statement has               
been signed by the following persons in the capacities                
and on the date indicated.                                            

Signature                  Title                    Date              
---------                  -----                    ----              

/s/ WILLIAM F. ALLEN, JR.  Chairman of the Board    April 20, 1994    
William F. Allen, Jr.  and Chief Executive                    
  Officer (Principal
  Executive Officer)
and Director    

/s/ WILLIAM M. EGAN        Executive Vice President    "              
William M. Egan        (Principal Financial                   
       and Accounting Officer)
and Director    

/s/ BRUCE C. COLES         President and Director       "             
Bruce C. Coles                                                

/s/ WILLIAM L. BROWN       Director                     "             
William L. Brown                                              

/s/ HOWARD L. CLARK        Director                     "             
Howard L. Clark                                               

/s/ DONNA R. FITZPATRICK   Director                     "             
Donna R. Fitzpatrick                                          

/s/ J. PETER GRACE         Director                     "             
J. Peter Grace                                                

II-4              

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/s/ KENT F. HANSEN         Director                      "            
Kent F. Hansen                                                

/s/ JOHN A. HOOPER         Director                      "            
John A. Hooper                                                

/s/ J. ANGUS McKEE         Director                      "            
J. Angus McKee                                                

/s/ KENNETH G. RYDER       Director                      "            
Kenneth G. Ryder                                              

/s/ MEREDITH R. SPANGLER   Director                      "            
Meredith R. Spangler                                          

/s/ FRED D. THOMPSON       Director                      "            
Fred D. Thompson                                              

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EXHIBIT INDEX           

                                                                     [Download Table]
                                                                       
                                                                       
                                                                       
Exhibit No.     Description                                            
-----------     -----------                                            

4-a             Restated Certificate of Incorporation,                 
                defining rights of security holders (Exhibit (3)(a),   
                Form 10-K for the fiscal year ended December 31, 1990).

4-b             Restricted Stock Plan and Form of Grant                
                under Restricted Stock Plan (Exhibit (10)(a), Form 10-K
                for the fiscal year ended December 31, 1988).          

*5              Opinion dated April 20, 1994 of Mudge                  
                Rose Guthrie Alexander & Ferdon as to the legality of  
                securities to be registered.                           

*23-a           Consent of Coopers & Lybrand.                          

23-b            The consent of Mudge Rose Guthrie                      
                Alexander & Ferdon is contained in the opinion of such 
                firm filed herewith as Exhibit 5.                      

<FN>                                                                   
____________________                                                   
*Filed herewith

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3’ Filing	Date	First	Last	Other Filings

	10/5/94	1	2
	5/19/94	1	2	SC 13D/A
	5/16/94	2		10-Q
	5/12/94	5		DEF 14A
Filed on:	4/21/94
	4/20/94	9	13
	4/19/94	1
	3/14/94	5
	2/15/94	3
	12/31/93	3	7	10-K, 11-K
	12/15/93	5
	12/31/92	7
				List all Filings

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Filing Submission 0000910634-94-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Stone & Webster Inc – ‘S-3’ on 4/21/94

As of: Thursday, 4/21/94 · Accession #: 910634-94-6 · File #: 33-53191

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3 — Form S-3/Selling StockholderDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3 — Form S-3/Selling Stockholder
Document Table of Contents