UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM 10-Q



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
     EXCHANGE ACT OF 1934
     For the quarterly period ended September 26, 1997


                                OR


[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
       EXCHANGE ACT OF 1934
       For the transition period from __________________ to ______________


                  Commission File Number 1-11075


                       DAMES & MOORE GROUP                     
      (Exact Name of Registrant as Specified in Its Charter)


           Delaware                                 95-4316617                 
 (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
of Incorporation or Organization)                                


       911 Wilshire Blvd., Suite 700, Los Angeles, California  90017
       (Address, including Zip Code, of Principal Executive Offices)


                               (213) 996-2200                                
           (Registrant's Telephone Number, Including Area Code)


                                                                    


Indicate by check mark whether the registrant:  (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.

                            Yes  X     No      
                                ---

As of October 31, 1997, 18,019,091 shares of the registrant's common stock, 
$0.01 par value, were issued and outstanding.

<PAGE>
<TABLE>
                  Part I.  Financial Information

Item 1.  Financial Statements

                       DAMES & MOORE GROUP

     Condensed Consolidated Statements of Financial Position
        (In thousands, except share and per share amounts)
                           (Unaudited)
<CAPTION>
                                                   Sept. 26,       March 28,   
Assets                                               1997            1997      
Current:                                           ---------      ---------
   <S>                                             <C>            <C>
   Cash and cash equivalents                       $ 14,371       $ 12,726 
   Marketable securities                                  -          5,984 

   Billed accounts receivable, net of allowance                              
     for doubtful accounts of: $3,336 and $3,001    125,778        114,126 
   Billed contract retentions                         9,891          5,095 
   Unbilled                                          65,402         56,491 
                                                   ---------      ---------
                                                    201,071        175,712 

   Deferred income taxes                              4,218          4,135 
   Prepaid expenses and other assets                 12,674          9,697 
                                                   ---------      --------- 
         Total current assets                       232,334        208,254 

Property and equipment, net                          19,802         19,594 
Goodwill of acquired businesses, net                116,671        109,626 
Investments in affiliates                             4,210          9,270 
Other assets                                          9,188         11,538 
                                                   ---------      ---------
                                                   $382,205       $358,282 
Liabilities and shareholders' equity               =========      ========= 
Current:
   Current portion of long-term debt               $ 12,973       $ 11,560 
   Accounts payable                                  32,654         23,021 
   Accrued payroll and employee benefits             28,005         24,784 
   Current income taxes payable                       3,708          3,145 
   Accrued expenses and other liabilitie             26,284         30,354 
                                                   ---------      ---------
         Total current liabilities                  103,624         92,864 

Long-term debt                                      132,010        128,542 
Other long-term liabilities                           6,474          5,253 
Contingencies

Shareholders' equity:
   Preferred stock, $0.01 par value, 
     shares authorized: 1,000,000
     shares issued: none                                                -  
   Common stock and capital in excess of $0.01 
     par value, shares authorized: 27,000,000
     shares issued: 22,747,000 and 22,726,000       107,526        107,242 
   Retained earnings                                 96,730         87,979 
   Treasury stock: 4,728,000 and 4,714,000          (63,243)       (63,070)
   Other shareholders' equity                          (916)          (528)
                                                   ---------      ---------
         Total shareholders' equity                 140,097        131,623 
                                                   ---------      ---------
                                                   $382,205       $358,282 
                                                   =========      =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<TABLE>

                       DAMES & MOORE GROUP

          Condensed Consolidated Statements of Earnings
             (In thousands, except per share amounts)
                           (Unaudited)

<CAPTION>
                                                            
                                     Three Months Ended     Six Months Ended  
                                     ------------------    ------------------
                                     Sept. 26, Sept. 27,   Sept. 26, Sept. 27,
                                        1997     1996        1997      1996   
                                     --------  --------    --------   --------
<S>                                  <C>       <C>         <C>        <C>
Gross revenues                       $176,214  $163,110    $347,985   $317,948 
   Direct costs of outside services    52,824    47,737     104,520     94,460 
                                     --------- ---------   ---------  ---------
Net revenues                          123,390   115,373     243,465    223,488 
                                     --------- ---------   ---------  ---------
Operating expenses:
   Salaries and related costs          85,246    80,400     169,396    155,929 
   General expenses                    23,851    20,237      45,877     40,907 
   Depreciation and amortization        2,283     2,253       4,417      4,062 
   Amortization of goodwill             1,097       955       2,305      1,853 
                                     --------- ---------   ---------  ---------
                                      112,477   103,845     221,995    202,751 
                                     --------- ---------   ---------  ---------
Earnings from operations               10,913    11,528      21,470     20,737 
                                                
   Investment and other income            453       341         346      1,154 
   Interest expense                    (2,541)   (1,434)     (5,004)    (2,894)
                                     --------- ---------   ---------  ---------
Earnings before income taxes            8,825    10,435      16,812     18,997 
   Income taxes                         3,674     4,413       6,976      7,995 
                                     --------- ---------   ---------  ---------
Net earnings                         $  5,151  $  6,022    $  9,836   $ 11,002 
                                     ========= =========   =========  =========
                                                
Earnings per share                   $   0.29  $   0.28    $   0.55   $   0.51 
                                     ========= =========   =========  =========
Cash dividends declared per share    $   0.03  $   0.03    $   0.06   $   0.06 
                                     ========= =========   =========  =========
Weighted average number of shares      18,011    21,823      18,016     21,717 
                                     ========= =========   =========  =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.<PAGE>
 
<TABLE>
                      DAMES & MOORE GROUP

         Condensed Consolidated Statements of Cash Flows
                        (In thousands)
                          (Unaudited)

<CAPTION>
                                                        Six Months Ended
                                                      ---------------------
                                                      Sept. 26,    Sept. 27,
                                                        1997         1996  
Cash flows from operating activities:                 ---------    --------
 <S>                                                  <C>          <C>
 Net earnings                                         $  9,836     $11,002 
 Adjustments to reconcile net earnings to net cash
   provided by operating activities:
     Depreciation and amortization                       6,883       6,023 
     Provision for losses on accounts receivable           529         459 
     Unrealized (gain) on marketable securities              -         (16)
     Loss (earnings) of equity investments                 284        (188)
     Deferred income taxes                                 474         237 
     Change in assets and liabilities, net of
       effects of purchases of businesses:
         Marketable securities                           5,984       8,684 
         Accounts receivable                           (22,266)    (20,672)  
         Prepaid expenses and other assets              (1,078)     (2,845)
         Income tax receivable and payable                 (41)        640 
         Accounts payable and accrued expenses           4,900      (4,706)
                                                      ---------    -------- 
Net cash provided by (used in) operating activities      5,505      (1,382)
                                                      ---------    --------
Cash flows from investing activities:
 Purchases of businesses, net of cash acquired          (9,490)    (24,324)
 Purchases of property and equipment                    (3,776)     (4,585)
 Investments and other assets                             (472)     (5,727)
 Proceeds from sales of investments and other property   6,068           -  
                                                      ---------    --------
Net cash (used in) investing activities                 (7,670)    (34,636)
                                                      ---------    --------
Cash flows from financing activities:
 Repayments on lines of credit                         (16,121)         -     
 Proceeds from lines of credit                          21,000       5,777 
 Issuance of common stock                                   44         280 
 Restricted stock issued                                   200          -  
 Restricted stock repurchased                              (55)         -  
 Treasury stock issued                                      79          60 
 Treasury stock purchased                                 (255)     (6,449)
 Dividends                                              (1,082)     (1,286)
                                                      ---------    -------- 
Net cash provided by (used in) financing activities      3,810      (1,618)
                                                      ---------    --------
Net (decrease) in cash and cash equivalents              1,645     (37,636)
Cash and cash equivalents, beginning of period          12,726      55,351 
                                                      ---------    --------
Cash and cash equivalents, end of period              $ 14,371     $17,715 
                                                      =========    ========  
Supplemental disclosures of cash flow information:
 Interest paid                                        $  4,602     $   260 
 Income tax paid                                         7,192       7,207 
Non cash investing activities - business acquisitions    2,551       7,381 
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                      DAMES & MOORE GROUP
                                
      Notes to Condensed Consolidated Financial Statements
              (In thousands, except share amounts)



Note 1 - Basis of Presentation:

   The accompanying condensed consolidated financial statements should be 
   read in conjunction with the consolidated financial statements and 
   disclosures included in the Company's 1997 annual report to shareholders.
   The condensed consolidated financial statements include all adjustments 
   (consisting only of normal recurring items) which management considers 
   necessary to present fairly the financial position  of the Company as of 
   September 26, 1997 and March 28, 1997; and the results of operations for 
   the three-month periods and the six-month periods ended September 26, 1997
   and September 27, 1996.  Certain items in the prior year's financial 
   statements have been reclassified to be consistent with the 1998 fiscal 
   year presentation.

   The results of operations for the interim periods are not necessarily 
   indicative of operating results to be expected for the full year.  

   Fiscal Year:

   The Company uses a 52-53 week fiscal year ending the last Friday in March.
   The six-month periods ended September 26, 1997 and September 27, 1996 
   were each comprised of 26 weeks.

Note 2 - Restructuring Costs:

   During the fourth quarter of fiscal 1997, the Company recorded a provision
   of $2,651 pretax, for the restructuring of its international operations, 
   and construction and project management subsidiary.  At September 26, 1997
   approximately $1,483 of these costs had been expended, leaving a balance
   of $1,168 to be expended to complete the restructuring.

Note 3 - Shareholders' Equity:

   During the first two quarters of fiscal 1998, the Company has declared 
   quarterly cash dividends of $0.03 per share on its common stock, 
   totaling $1,082, and issued 23,300 shares and repurchased 5,000 shares 
   of Restricted Stock under its Amended and Restated 1991 Long-Term 
   Incentive Plan.

   The Company's Board of Directors authorized the Company to purchase up 
   to 2,500,000 shares of its common stock on the open market.  During the 
   first two quarters the Company reacquired 21,009 shares of its common 
   stock, and reissued 6,100 shares of treasury stock.  As of September 26, 
   1997, in addition to the private acquisition of 3,700,000 shares of the 
   Company's common stock from Hochtief AG, the Company has repurchased 
   1,839,709 shares and reissued 811,440 shares.

 <PAGE>
                  Part I.  Financial Information

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Dollars in thousands)

From time to time, the Company or its representatives may make forward-
looking statements in this report or elsewhere relating to such matters as 
anticipated financial performance, including projections of revenues, 
expenses, earnings, liquidity, capital resources or other financial items; 
business plans, objectives and prospects; technological developments; and 
similar matters.  Forward-looking statements within the meaning of the 
Private Securities Litigation Reform Act of 1995 frequently are identified 
by the use of terms such as "expect", "believe", "estimate", "may", 
"should", "will" or similar expressions.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor 
for forward-looking statements.  In order to comply with the terms of the 
safe harbor, the Company notes that a variety of factors could cause the 
Company's actual results and experience to differ materially from the 
anticipated results or other expectations expressed in the forward-looking
statements made by the Company or its representatives.  The risks and 
uncertainties that may affect the operations, performance, development and 
results of the Company's business include the following, among other 
factors: (a) the ability to attract and retain qualified professional 
personnel; (b) potential liability for consulting services relating to toxic 
and hazardous materials and the ability to insure such risks;  (c) dependence
on environmental regulation including decreased revenues that may result 
from a reduction in laws, regulations and programs related to environmental 
issues or from changes in governmental policies regarding the funding, 
implementation or enforcement of such laws, regulations and programs; 
(d) increasing competition faced by the Company in its service areas; and 
(e) periodic fluctuations in general business conditions and in demand for 
the types of services provided by the Company.

Acquisitions and Operations

During the first quarter of fiscal 1998, the Company acquired SRA 
Technologies, Inc., a professional services company providing specialized 
clinical laboratory services, contract research, analysis and management 
services to both government and commercial clients in the areas of life 
sciences, environmental health service studies, and energy.  During the 
second quarter of fiscal 1998, the Company commenced operations in Puerto 
Rico with its agreement to purchase Lebron Associates, an engineering firm 
that provides expertise in transportation, civil, architectural, industrial 
and environmental engineering.  This acquisition was completed in October 
of 1997.

All acquisitions are accounted for as purchases; accordingly, the difference
between the purchase cost and the fair value of the net assets of acquired 
businesses is amortized on a straight-line basis over various periods not 
exceeding 40 years.  Results of operations for all acquisitions have been 
included in the consolidated financial statements from the date of the
respective acquisition.

Results of Operations

Second Quarter 1998 Compared with Second Quarter 1997

The Company uses a 52-53 week fiscal year ending the last Friday in March.  
The second quarter for both fiscal year 1998 and 1997 were comprised of 13 
weeks.
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                       --------       --------      --------    
<S>                                    <C>              <C>         <C>
Net Revenues                           $123,390         6.95%       $115,373
</TABLE>

The 6.95% increase in net revenues in the second quarter of 1998 as 
compared to the second quarter of 1997 is a result of the Company's fiscal 
1998 acquisitions, which contributed $5,579 of the increase, or 4.84%.  
The remaining increase of $2,438, or 2.11%, represents growth from the 
Company's existing lines of business.
<TABLE>
<CAPTION>
                                         1998         Increase       1997   
                                        -------       --------     -------
<S>                                     <C>             <C>        <C>
Salaries and Related Costs              $85,246         6.0%       $80,400
</TABLE>

Salaries and related costs increased by 6.0% in the second quarter of 1998 
as compared to the second quarter of 1997.  Acquisitions completed in fiscal 
1998 represent $3,575, or 4.45%, of this increase.  The remaining increase 
represents increased hiring, primarily where net revenues have been 
growing, and annual salary increases.  Salaries and related costs represent 
69.1% and 69.7% of net revenues for the second quarters of 1998 and 1997, 
respectively.
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                       -------        --------       -------   
<S>                                    <C>              <C>          <C>
General Expenses                       $23,851          17.9%        $20,237
</TABLE>

Acquisitions completed in fiscal 1998 accounted for an increase of $1,486, 
or 7.34%, in general expenses.  While general expenses were atypically low 
in fiscal 1997, the remaining increase represents several non-recurring 
charges from currency fluctuations, consultant charges, claims and 
increased provisions for bad debts.  As a percentage of net revenues, general
expenses represent 19.3% and 17.5% of net revenues for the second quarters 
of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
                                         1998         Increase        1997   
                                        ------        --------        ----
<S>                                     <C>            <C>            <C>
Amortization of Goodwill                $1,097         14.9%          $955
</TABLE>

Amortization of goodwill increased $52, or 5.4%, due to fiscal 1998 
acquisitions, with the balance attributable to the resolution of additional 
contingent amounts due to previously acquired companies; future 
acquisitions will continue this trend.
<TABLE>
<CAPTION>
                                         1998         Decrease        1997
                                       -------        --------      -------  
<S>                                    <C>             <C>          <C>
Earnings from Operations               $10,913         (5.3%)       $11,528
</TABLE>

The Company's operating margin as a percentage of net revenues was 8.8% 
and 10% for the second quarters of 1998 and 1997, respectively. 
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                         ----         --------        ----
<S>                                      <C>           <C>            <C>
Investment and Other Income              $453          32.8%          $341
</TABLE>

The increase in investment and other income is a result of higher earnings 
from unconsolidated subsidiaries.
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                        ------        --------       ------
<S>                                     <C>             <C>          <C>
Interest Expenses                       $2,541          77.3%        $1,434
</TABLE>

The Company's stock repurchases and funding of acquisitions have been 
financed with long-term debt.  The Company's borrowings have increased from 
$83,328 at September 27, 1996 to $144,983 at September 26, 1997, resulting 
in higher interest costs.  Consequently, interest expense has and  may 
continue to increase.  See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
                                         1998          Decrease        1997
                                        ------         --------       ------ 
<S>                                     <C>            <C>            <C>
Income Taxes                            $3,674         (16.8%)        $4,413
</TABLE>

Income taxes as a percentage of earnings before income taxes were 41.6% and 
42.3% for the second quarters of 1998 and 1997, respectively. 
<TABLE>
<CAPTION>
                                         1998         Decrease        1997
                                        ------        --------       ------
<S>                                     <C>            <C>           <C>
Net Earnings                            $5,151         (14.5%)       $6,022
</TABLE>

Net earnings as a percentage of net revenues were 4.2% and 5.2% for the 
second quarters of 1998 and 1997, respectively.  The decrease as a percentage
of net revenues is primarily due to increased interest costs resulting from 
debt financing for acquisitions and the repurchase of the Company's common 
stock.

First Two Quarters 1998 Compared with First Two Quarters 1997

The Company uses a 52-53 week fiscal year ending the last Friday in March.  
The first two quarters for both fiscal year 1998 and 1997 were each 
comprised of 26 weeks.
<TABLE>
<CAPTION>
                                           1998         Increase        1997
                                         --------       --------      --------
<S>                                      <C>              <C>         <C>
Net Revenues                             $243,465         8.94%       $223,488
</TABLE>

The 8.94% increase in net revenues in the first two quarters of 1998 as 
compared to the first two quarters of 1997 is primarily a result of fiscal 
1997 and 1998 acquisitions, which contributed $13,908 of the increase, or 
6.22%.  The remaining increase of $6,069, or 2.72%, represents growth from 
the Company's existing lines of business.


<TABLE>
<CAPTION>
                                        1998         Increase        1997
                                       --------       --------      --------
<S>                                    <C>              <C>         <C>
Salaries and Related Costs             $169,396         8.6%        $155,929
</TABLE>

Salaries and related costs increased by 8.6% in the first two quarters of 
1998 as compared to the first two quarters of 1997.  Acquisitions completed 
in fiscal 1997 and 1998 represent $9,025, or 5.8%, of this increase.  The 
remaining increase represents increased hiring, primarily where net 
revenues have been growing, and annual salary increases.  Salaries and
related costs represent 69.6% and 69.8% of net revenues for the first two 
quarters of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                       -------        --------       -------
<S>                                    <C>              <C>          <C>
General Expenses                       $45,877          12.2%        $40,907
</TABLE>

Acquisitions completed in fiscal 1997 and 1998 accounted for an increase of 
$3,310, or 8.09%, in general expenses.  Consultant fees, claims, and 
currency fluctuations represent the balance of the increase in general 
expenses.  As a percentage of net revenues, general expenses represent 
18.8% and 18.3% of net revenues for the first two quarters of 1998 and 1997,
respectively.
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                        ------        --------       ------
<S>                                     <C>             <C>          <C>
Depreciation and Amortization           $4,417          8.7%         $4,062
</TABLE>

Fiscal 1997 and 1998 acquisitions were responsible for $291, or 7.2%, of 
the increase in depreciation and amortization.  The balance of the increase 
is due to new purchases of property and equipment.   Depreciation and 
amortization represents 1.8% of net revenues for the first two quarters of 
1998 and 1997.
<TABLE>
<CAPTION>
                                        1998          Increase        1997
                                       ------         --------       ------
<S>                                    <C>              <C>          <C>
Amortization of Goodwill               $2,305           24.4%        $1,853
</TABLE>

Amortization of goodwill increased $198, or 10.7%, due to the Company's 
fiscal 1997 and 1998 acquisitions, future acquisitions will continue this 
trend.  The balance of the increase is due to the write-off of the remaining 
goodwill of a previously acquired small business which has been discontinued.
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                        -------       --------       -------  
<S>                                     <C>             <C>          <C>
Earnings from Operations                $21,470         3.5%         $20,737
</TABLE>

The Company's operating margin as a percentage of net revenues was 8.8% and 
9.3% for the first two quarters of 1998 and 1997, respectively. 
<TABLE>
<CAPTION>
                                         1998         Decrease        1997
                                         ----         --------       ------   
<S>                                      <C>          <C>            <C>
Investment and Other Income              $346         (70.0%)        $1,154
</TABLE>

The decline in investment and other income reflects a reduction of interest 
income from the interim investment of long-term borrowings that was awaiting 
deployment to fund acquisitions and stock repurchases.  In 1997 the Company 
acquired the majority interest in a company in which it had previously 
held a minority interest; as a result their operating results are now
a part of earnings from operations.  The balance of the change represents 
losses from Dames & Moore Ventures which had just commenced operations in 
the first quarter of 1997.
<TABLE>
<CAPTION>
                                         1998         Increase        1997
                                        ------        --------       ------
<S>                                     <C>             <C>          <C>
Interest Expenses                       $5,004          72.9%        $2,894
</TABLE>

The Company's stock repurchases and funding of acquisitions have been 
financed with long-term debt.  Accordingly, interest expense has increased 
and  may continue to increase.  See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
                                         1998         Decrease        1997
                                        ------        --------       ------ 
<S>                                     <C>           <C>            <C>
Income Taxes                            $6,976        (12.8%)        $7,995
</TABLE>

Income taxes as a percentage of earnings before income taxes were 41.5% 
and 42.1% for the first two quarters of 1998 and 1997, respectively. 


<TABLE>
<CAPTION>
                                        1998         Decrease        1997
                                        ------        --------      -------  
<S>                                     <C>            <C>          <C>
Net Earnings                            $9,836         (10.6%)      $11,002
</TABLE>

Net earnings as a percentage of net revenues were 4.0% and 4.9% for the 
first two quarters of 1998 and 1997, respectively.  The decrease as a 
percentage of net revenues is primarily due to increased interest costs 
resulting from debt financing for acquisitions and the repurchase of the 
Company's common stock.

Liquidity and Capital Resources

Cash and cash equivalents total $14,371 at September 26, 1997, compared to 
$12,726 at March 28, 1997.  The Company's working capital of $128,710 at 
September 26, 1997 has grown  from $115,390 at March 28, 1997.  The 
primary sources of cash during the first two quarters of 1998 consisted of 
funds from operations of $5,505, proceeds from sales of investments and 
other property of $6,068 and net proceeds from lines of credit of $4,879.  
The primary uses of cash in the first two quarters of 1998 consisted of 
acquisitions totaling $9,490.

The changes in the balance sheet accounts are in part due to the inclusion 
of newly acquired companies.  The increase in accounts receivable is a 
reflection of both higher revenues and a longer collection cycle.  The sale 
of the Company's investment in Glencoe Insurance Ltd. accounts for the 
reduction in investments in affiliates.  The growth in accounts payable
represents a higher volume of direct costs of outside services and a 
correlation of payables with the Company's receivable collection cycle.

The Company has $79,628 available for borrowing in U.S. dollars, offshore 
foreign currencies or foreign domestic currencies, and for the issuance of 
letters of credit and purchase of foreign currency exchange contracts.  As 
of September 26, 1997, under these lines, the Company had borrowings of 
$24,500, and standby letters of credit totaling $15,540 principally for 
project performance, advance payment guarantees and the Company's domestic 
insurance program.

While the Company anticipates continuing capital requirements to support 
growth and  diversification of services, funding of acquisitions, and new 
ventures, management believes that cash generated from operations and 
existing lines of credit will be sufficient to meet requirements for the 
foreseeable future.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk:

Not applicable.<PAGE>
                       Part II.  Other Information


Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders was held on August 11, 1997.  Ten 
directors were elected to hold office for the coming year.  The following 
table lists the number of votes cast for or withheld from each:
<TABLE>
<CAPTION>
                                   FOR           WITHHELD
                                ----------       --------        
  <S> <C>                       <C>               <C>
  U. M. Burns                   14,330,766        960,097
  R. F. Clarke                  14,448,313        842,550
  A. C. Darrow                  14,447,001        843,862
  G. R. Krieger                 14,437,325        853,538
  G. D. Leal                    14,434,234        856,629
  A. E. Macdonald               14,439,580        851,283
  A. R. Moore                   14,140,776      1,150,087
  M. R. Peevey                  13,945,684      1,345,179
  H. Peipers                    14,335,864        954,999
  R. M. Perry                   14,141,570      1,149,293
</TABLE>

A proposal to amend the Restated Certificate of Incorporation to change the 
Company's name to Dames & Moore Group was ratified and received the 
following votes:
<TABLE>
<CAPTION>
                                        VOTES
                                     ----------                         
  <S><C>                             <C>
  For:                               15,229,020            
  Against:                               57,843            
  Abstain:                                4,000            
</TABLE>

A proposal to amend the Restated Certificate of Incorporation to increase 
the number of authorized shares of preferred stock and common stock, was 
not ratified since it did not receive the two-thirds majority required, 
it received the following votes:
<TABLE>
<CAPTION>
                                        VOTES
                                      ---------                         
  <S><C>                              <C>
  For:                                7,877,817            
  Against:                            5,343,281            
  Abstain:                                6,799            
</TABLE>

A proposal to amend the Restated Certificate of Incorporation to provide 
that the Board of Directors shall consist of not less than eight nor more 
than twelve directors, with the exact number of directors to be determined 
by the Board of Directors, was ratified and received the following votes.
<TABLE>
<CAPTION>
                                        VOTES
                                     ----------                      
  <S><C>                             <C>
  For:                               12,798,343  
  Against:                              425,622                 
  Abstain:                               14,421                 
</TABLE>

A proposal to amend the Restated Certificate of Incorporation to eliminate 
the requirement of a supermajority vote by shareholders, was ratified and 
received the following votes:
<TABLE>
<CAPTION>
                                        VOTES
                                     ----------                               
  <S><C>                             <C>
  For:                               12,274,424  
  Against:                              859,828                 
  Abstain:                              104,135  
</TABLE>

There were no broker non-votes for the election of directors or any of the 
proposals.
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K

  (a)    Exhibits:

         Exhibit 3(i) Articles of Incorporation
         Exhibit 3(ii) Bylaws
         Exhibit 27.1 Financial Data Schedule (included only in the 
         electronic filing).

  (b)    There have been no reports on Form 8-K filed during the quarter of 
         which this report on Form 10-Q is being filed.


<PAGE>
                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.





                                             DAMES & MOORE GROUP
                                                   




Date: November 4, 1997                       /s/ ARTHUR C. DARROW
                                             --------------------------        
                                             Arthur C. Darrow
                                             President and
                                             Chief Executive Officer
                                             (Principal Executive Officer)





Date: November 4, 1997                      /s/ MARK A. SNELL
                                            --------------------------
                                            Mark A. Snell
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial Officer)





Date: November 4, 1997                      /s/ LESLIE S. PUGET
                                            -------------------------
                                            Leslie S. Puget
                                            Corporate Controller
                                            (Principal Accounting Officer)

                              12
<PAGE>
 
                         EXHIBIT INDEX



Exhibit
Number       Description
------       -----------

3(i)         Articles of Incorporation

3(ii)        Bylaws

27           Financial Data Schedule, which is included only in the 
             electronic submission to the Securities and Exchange
             Commission.











                                
                                
                                
                                
                                 13