FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MATHA ROBERT   2. Issuer Name and Ticker or Trading Symbol JACOBS ENGINEERING GROUP INC /DE/ [JEC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Group Vice President (Last) (First) (Middle) 1111 SOUTH ARROYO PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 05/27/2010 (Street) PASADENA, CA 91105- 4. If Amendment, Date Original Filed(Month/Day/Year) 06/01/2010 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               15,552 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 42.43

05/27/2010

A

24,000 (3)

05/27/2011

05/27/2020

Common Stock

24,000

$ 0 (2)

24,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MATHA ROBERT 1111 SOUTH ARROYO PARKWAY PASADENA, CA 91105-			Group Vice President

Signatures

/s/ Geoffrey P. Sanders		06/11/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On June 1, 2010, the Reporting Person mistakenly filed a Form 4 reporting an acquisition of 6,000 shares of restricted stock on May 27, 2010 that did not in fact occur. As of May 27, 2010, the Reporting Person had direct ownership of only 15,552 shares of common stock. There is no change to the Reporting Person's indirect holdings.
(2)	The price of the stock option is zero.
(3)	This Form 4-A is being filed to amend the number of stock options the Reporting Person acquired direct ownership of on May 27, 2010. On June 1, 2010, the Reporting Person reported the acquisition of options to acquire 12,000 shares of the common stock of the Issuer; the number of stock options actually acquired was 24,000.

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