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 December 25, 1998


                                 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 February 1, 1999, 18,330,254 shares of the registrant's common stock, 
$0.01 par value, were issued and outstanding.




                        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)
<TABLE>
<CAPTION>
Assets                                                Dec. 25,     Mar. 27,
                                                        1998         1998    
                                                      --------     --------
<S>                                                   <C>          <C>
Current:
  Cash and cash equivalents                           $ 16,516     $  9,493
  Marketable securities                                    471        1,031

  Accounts receivable, net of allowance 
    for doubtful accounts of: $6,115 and $3,408        217,901      135,298
  Billed contract retentions                            15,341       10,992
  Unbilled                                              96,128       55,844
                                                      --------     --------
                                                       329,370      202,134

  Deferred income taxes                                  9,076        4,303
  Prepaid expenses and other assets                     23,639       11,168
  Inventories                                            6,404            - 
                                                      --------     --------
    Total current assets                               385,476      228,129

Property and equipment, net                             58,403       23,397
Goodwill of acquired businesses, net                   149,749      117,849
Investments in affiliates                                9,544        4,868
Other assets                                            32,309       12,118
                                                      --------     --------
                                                      $635,481     $386,361
                                                      ========     ========
Liabilities and shareholders' equity 
Current:
  Current portion of long-term debt                   $ 15,336     $  9,614
  Accounts payable                                      51,864       31,990
  Accrued payroll and employee benefits                 40,440       26,364
  Current income taxes payable                           8,163        6,864
  Accrued expenses and other liabilities                56,401       23,727
                                                      --------     --------
    Total current liabilities                          172,204       98,559

Long-term debt                                         302,845      132,010
Other long-term liabilities                             15,714        5,883
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: 54,000,000
    shares issued: 22,781,000 and 22,740,000           108,040      107,512
  Retained earnings                                     97,956      104,952
  Treasury stock: 4,451,000 and 4,573,000              (59,373)     (61,157) 
  Accumulated other comprehensive income                (1,422)      (1,289) 
  Other shareholders' equity                              (483)        (109) 
                                                      ---------    ---------
    Total shareholders' equity                         144,718      149,909
                                                      ---------    --------- 
                                                      $635,481     $386,361  
                                                      =========    =========
</TABLE>

The accompanying notes are an integral part of the condensed consolidated 
financial statements.


                           DAMES & MOORE GROUP
           Condensed Consolidated Statements of Earnings and Loss
                 (In thousands, except per share amounts)
                              (Unaudited)
<TABLE>
<CAPTION>
                                 Three Months Ended       Nine Months Ended   
                                ---------------------   ---------------------
                                Dec. 25,    Dec. 26,    Dec. 25,    Dec. 26,
                                 1998         1997        1998        1997 
                                ---------   ---------   ---------   ---------
<S>                             <C>         <C>         <C>         <C>
Gross revenues                  $287,434    $174,974    $740,190    $522,959
  Direct costs of 
    outside services             115,136      56,249     286,101     161,195
                                ---------   ---------   ---------   ---------
  Net revenues                   172,298     118,725     454,089     361,764
                                ---------   ---------   ---------   ---------
Operating expenses:
  Salaries and related costs     122,042      82,157     319,467     251,941
  General expenses                31,078      21,821      82,978      66,885
  Depreciation and amortization    3,695       2,368       8,909       6,785
  Amortization of goodwill         1,394       1,135       3,828       3,440
  Acquisition related restruct-
    uring and other charges            -           -      28,276           -
                                ---------   ---------   ---------   --------- 
                                 158,209     107,481     443,458     329,051
                                ---------   ---------   ---------   ---------
Earnings from operations          14,089      11,244      10,631      32,713

  Investment and other income        295         190         428         537
  Interest expense                (5,654)     (2,640)    (12,896)     (7,644) 
                                ---------   ---------   ---------   ---------
Earnings (loss) before 
  income taxes                     8,730       8,794      (1,837)     25,606
  Income taxes                     3,439       3,641         474      10,617
                                ---------   ---------   ---------   --------- 
Earnings (loss) before 
  extraordinary item               5,291       5,153      (2,311)     14,989
Extraordinary item (less 
  applicable income tax 
  benefit of $1,737)                   -           -      (2,850)          -
                                ---------   ---------   ---------   ---------
Net earnings (loss)             $  5,291    $  5,153    $ (5,161)   $ 14,989
                                =========   =========   =========   =========
Cash dividends declared 
  per share                     $   0.03    $   0.03    $   0.09    $   0.09
                                =========   =========   =========   =========
Basic earnings (loss) per share
  Earnings (loss) before 
    extraordinary item          $   0.29    $   0.29    $  (0.12)   $   0.84
  Extraordinary item                   -           -       (0.16)          - 
                                ---------   ---------   ---------   ---------
                                $   0.29    $   0.29    $  (0.28)   $   0.84
                                =========   =========   =========   =========
  Weighted average number 
    of shares                     18,218      17,873      18,244      17,882 
                                =========   =========   =========   =========
Diluted earnings (loss) per share 
  Earnings (loss) before 
    extraordinary item          $   0.29    $   0.29    $  (0.12)   $   0.83
  Extraordinary item                   -           -       (0.16)          - 
                                ---------   ---------   ---------   ---------
                                $   0.29    $   0.29    $  (0.28)   $   0.83
                                =========   =========   =========   ========= 
  Weighted average number 
    of shares                     18,299      18,031      18,244      18,040
                                =========   =========   =========   =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated 
financial statements.


                               DAMES & MOORE GROUP
                  Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>                                                Nine Months Ended 
                                                        --------------------
                                                        Dec. 25,    Dec. 26,
                                                          1998        1997   
                                                        ---------   ---------
<S>                                                     <C>          <C>
Cash flows from operating activities:
  Net (loss) earnings                                   $ (5,161)   $ 14,989
  Adjustments to reconcile net earnings to net 
    cash provided by operating activities:
      Depreciation and amortization                       13,285      10,472
      Non-cash special charges                            27,370           -  
      Loss from equity investments                           773         366
      Deferred income taxes                               (3,937)      1,777
      Change in assets and liabilities, net of
        effects of purchases of businesses:
          Marketable securities                                -       5,984
          Accounts receivable                            (54,562)    (23,285)
          Prepaid expenses and other assets                  316        (377)
          Income tax receivable                           (8,280)       (472)
          Accounts payable and accrued expenses           15,130       5,631
                                                        ---------   ---------
Net cash (used in) provided by operating activities      (15,066)     15,085
                                                        ---------   ---------
Cash flows from investing activities:
  Purchases of businesses, net of cash acquired         (130,556)    (13,232)
  Purchases of property and equipment                    (12,970)     (6,802)
  Investments and other assets                            (6,362)          8
  Proceeds from sales of investments and other property    1,297       6,911
                                                        ---------   --------- 
Net cash (used in) investing activities                 (148,591)    (13,115)
                                                        ---------   ---------
Cash flows from financing activities:
  Repayments on lines of credit                         (178,534)    (21,002)
  Debt issuance costs                                     (3,838)          -
  Proceeds from lines of credit                          355,080      21,000
  Issuance of common stock                                   423         245
  Stock repurchased                                         (798)       (367)
  Dividends                                               (1,653)     (1,622)
                                                        ---------   ---------
Net cash provided by (used in) financing activities      170,680      (1,746)
                                                        ---------   ---------
Net increase in cash and cash equivalents                  7,023         224
Cash and cash equivalents, beginning of period             9,493      12,726
                                                        ---------   ---------
Cash and cash equivalents, end of period                $ 16,516    $ 12,950
                                                        =========   =========
Supplemental disclosures of cash flow information:
  Interest paid                                         $ 12,635    $  9,228
  Income tax paid                                          9,129       9,634
Non cash investing activities - business acquisitions     18,306       2,392
</TABLE>

The accompanying notes are an integral part of the 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 1998 annual report to shareholders and Form 8-K/A 
   dated July 31, 1998.  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 December 25, 1998 and March 27, 1998; and the results of
   operations for the three-month periods and the nine-month periods ended
   December 25, 1998 and December 26, 1997.  Certain items in the prior
   year's financial statements have been reclassified to be consistent with
   the 1999 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 nine-month periods ended December 25, 1998 and December 26, 1997 were 
   each comprised of 39 weeks.

Note 2 - Radian Acquisition:

   On July 31, 1998, the Company acquired all of the membership interests of 
   Radian International LLC ("Radian"), a multinational engineering, consulting
   and construction firm.  The purchase price of $117 million in cash is subject
   to a post-closing adjustment.  The purchase price in excess of the fair value
   of the net assets acquired, plus estimated office closure costs of $2,912, 
   and severance costs of $2,008 are classified as goodwill and are being 
   amortized over 40 years.
   
   The following schedule summarizes unaudited pro forma results of operations 
   as if the acquisition of Radian had occurred at the beginning of fiscal 1998.
   Certain adjustments, such as goodwill, increased interest expense and income 
   tax have been reflected.

<TABLE>   
<CAPTION>                         Three Months Ended      Nine Months Ended
                                ---------------------   --------------------
                                Dec. 25,     Dec. 26,    Dec. 25,   Dec. 26,
                                  1998         1997        1998       1997 
                                --------     --------   ---------   --------
<S>                             <C>          <C>        <C>         <C>
Net revenues                    $172,298     $158,627   $515,743    $490,414
                                ========     ========   =========   ========
Earnings (loss) before 
  extraordinary item            $  5,291     $  1,522   $ (3,858)   $  6,073
                                ========     ========   =========   ========
Earnings per share before 
  extraordinary item
  Basic                         $   0.29     $   0.09   $  (0.21)   $   0.34 
                                ========     ========   =========   ========
  Diluted                       $   0.29     $   0.08   $  (0.21)   $   0.34
                                ========     ========   =========   ========
Net earnings (loss)             $  5,291     $  1,522   $ (6,708)   $  6,073
                                ========     ========   =========   ========
Earnings per share  
  Basic                         $   0.29     $   0.09   $  (0.37)   $   0.34
                                ========     ========   =========   ========
  Diluted                       $   0.29     $   0.08   $  (0.37)   $   0.34
                                ========     ========   =========   ========


                               DAMES & MOORE GROUP
              Notes to Condensed Consolidated Financial Statements
                       (In thousands, except share amounts)
                      
Note 2 - Radian Acquisition: (continued)

   The pro forma information is intended to show how the acquisitions might have
   affected historical results of operations if the transaction had occurred at 
   the beginning of the periods presented.  The pro forma results are not 
   necessarily indicative of the periods presented or to be expected in the 
   future.
   
   The acquisition has been accounted for as a purchase.  Results of operations 
   have been included in the consolidated financial statements from the date of 
   acquisition.

Note 3 - Acquisition Restructuring and Other Charges:

   During the second quarter of fiscal 1999, the Company took a charge for 
   purchased in-process research and development technology that had not reached
   technological feasibility of $15,271.  Additionally, the Company began 
   consolidation of certain facilities and operations primarily as a result of 
   the Radian acquisition, resulting in a charge of $9,213.  This charge 
   consisted of $2,699 for lease termination, $3,635 for severance costs, and 
   $2,879 for unamortized goodwill and other costs related to the closure of 
   certain business units that were operating at a loss and were duplicative of
   Radian's capabilities.  Other charges also included $3,792 for consolidation 
   of certain of the Company's operational activities and other job related 
   costs.  Approximately $6,271 remains to be expended at December 25, 1998 to
   complete the restructuring.

Note 4 - Inventories:

   Inventories at December 25, 1998 consisted of the following:

         Raw materials and supplies                  $2,904
         Work-in-progress                             2,536
         Finished goods                                 964
                                                    -------
                Total                                $6,404
                                                    =======
Note 5 - Long-Term Debt:

   The funding of the Radian acquisition resulted in the early extinguishment of
   the Company's Senior Notes and certain bank lines of credit.  Pre-payment 
   obligations and deferred financing costs resulted in a pretax charge of 
   $4,587; after the tax benefit of $1,737, the extraordinary charge was
   $2,850, or ($.16) per share, basic and diluted.

   The Company's amended long-term debt facility includes a term commitment of 
   $265,000 and a revolving commitment of $75,000.  Interest is charged under 
   several options, including a base rate or at LIBOR, plus the applicable 
   margin, at the Company's option.  Interest is payable quarterly for base
   rate borrowings and for LIBOR borrowings the earlier of the last day of the 
   interest rate period or three months from the first day of the interest
   rate period.  The agreement contains limitations on additional 
   indebtedness, sales of assets, acquisitions and capital expenditures, as 
   well as maintenance of certain financial ratios.  The term loan requires 
   quarterly principal payments commencing on June 30, 1999, with $40,000 of
   the unpaid balance due on June 30, 2004 and the remaining unpaid balance
   of $94,500 due in full on December 31, 2004.  The revolving commitment
   matures on June 30, 2004.  Furthermore, mandatory principal pre-payments
   or commitment reductions are required in the event of the occurrence of
   certain transactions, as defined in the agreement.



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

Note 6 - Shareholders' Equity:

   During the first three quarters of fiscal 1999, the Company declared 
   quarterly cash dividends of $0.03 per share on its common stock, totaling 
   $1,653.  Under the Company's Amended and Restated 1991 Long-Term Incentive
   Plan, it issued 65,891 shares of Restricted Stock of which 33,110 shares were
   from treasury stock and repurchased 6,743 shares of Restricted Stock; and 
   stock options for 12,873 common shares were exercised.

   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 
   three quarters the Company reacquired 66,535 shares of its common stock.  As 
   of December 25, 1998, the Company has repurchased 1,913,922 shares and 
   reissued 1,131,538 shares.

Note 7 - Comprehensive (Loss) Income:

   The Company adopted Statement of Financial Accounting Standards (SFAS) No. 
   130 "Reporting of Comprehensive Income", effective with its fiscal year 1999.
   SFAS No. 130 established standards for the reporting and display of 
   comprehensive income and its components.  Other comprehensive income of the 
   Company consists of adjustments in the fair value of marketable securities, 
   foreign currency translation adjustments, and minimum pension liability 
   adjustment.  SFAS No. 130 does not affect the measurement of the items 
   included in other comprehensive income; it affects only where those items are
   displayed and how they are described.

   Comprehensive income is as follows:

</TABLE>
<TABLE>
<CAPTION>                                              Nine Months Ended
                                                     ----------------------
                                                     Dec. 25,      Dec. 26,
                                                       1998          1997    
                                                     ---------    ---------
<S>                                                  <C>          <C>
Net (loss) earnings                                  $ (5,161)    $ 14,989
Other comprehensive (loss) income, net of tax:
  Unrealized (losses) gain on marketable securities      (252)          34
  Foreign currency translation adjustments                 47         (478)
  Minimum pension liability adjustment                     72            -
                                                     ---------    ---------
                                                         (133)        (444)
                                                     ---------    ---------
Comprehensive (loss) income                          $ (5,294)    $ 14,545  
                                                     =========    =========
</TABLE>

       
                                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; Year 2000 readiness; 
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 experiences 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 engineering services; (c) potential liability for consulting 
services relating to toxic and hazardous materials and the ability to insure
such risks; (d) 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; (e) increasing competition faced by the Company in
its service areas; (f) periodic fluctuations in general business conditions,
and in demand for the types of services provided by the Company, and 
(g) foreign operations which expose the Company to political, economic and 
other uncertainties such as fluctuating currency values and exchange
controls of foreign countries.

Acquisitions and Operations

During the first quarter of fiscal year 1999, the Company acquired Signet 
Testing Laboratories, Inc., a materials engineering and testing firm focused
on the areas of structural steel and concrete testing and inspections.
During the second quarter of fiscal year 1999, the Company acquired all of
the membership interests of Radian International LLC ("Radian"), a leading
multinational engineering, consulting and construction firm.  A number of
smaller acquisitions were also completed during this fiscal year.

All acquisitions have been accounted for as purchases; accordingly, the 
difference between the purchase cost and the fair value of the net assets of 
acquired businesses are amortized on a straight-line basis over the period of 
estimated benefit 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

Third Quarter 1999 Compared with Third Quarter 1998

The Company uses a 52-53 week fiscal year ending the last Friday in March. 
The third quarters for both fiscal years 1999 and 1998 were comprised of 13
weeks.

<TABLE>
<CAPTION>                                  1999       Increase       1998
                                         --------     --------     --------     
<S>                                      <C>          <C>          <C>
Net Revenues                             $172,298       45.1%      $118,725
</TABLE>
The 45.1% increase in net revenues in the third quarter of fiscal 1999 as 
compared to the third quarter of fiscal 1998 is a result of the Company's fiscal
1998 and 1999 acquisitions, which contributed $54,595 of the increase, or 46.0%.
Net revenue growth was experienced in the transportation division; however, 
general engineering and consulting and process and chemical engineering 
declined.
<TABLE>
<CAPTION>                                  1999       Increase       1998
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Salaries and Related Costs               $122,042       48.6%      $ 82,157
</TABLE>
Salaries and related costs increased by 48.6% in the third quarter of fiscal 
1999 as compared to the third quarter of fiscal 1998.  Acquisitions completed in
fiscal 1998 and 1999 represent all of the increase.  Salaries and related costs 
represent 70.8% and 69.2% of net revenues for the third quarters of fiscal 1999 
and 1998, respectively.
<TABLE>
<CAPTION>                                  1999       Increase       1998
                                         --------     --------     -------- 
<S>                                      <C>          <C>          <C>
General Expenses                         $ 31,078       42.4%      $ 21,821
</TABLE>
Acquisitions completed in fiscal 1998 and 1999 accounted for the increase in 
general expenses.  As a percentage of net revenues, general expenses represent 
18.0% and 18.4% of net revenues for the third quarters of fiscal 1999 and fiscal
1998, respectively.
<TABLE>
<CAPTION>                                  1999       Increase       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Depreciation and Amortization            $  3,695       56.0%      $  2,368
</TABLE>
Acquisitions completed in fiscal 1998 and 1999 accounted for the increase in 
depreciation and amortization.  Depreciation and amortization represent 2.1% and
2.0% of net revenues for the third quarters of fiscal 1999 and 1998, 
respectively.
<TABLE>
<CAPTION>                                  1999       Increase       1998
                                         --------     --------     -------- 
<S>                                      <C>          <C>          <C> 
Amortization of Goodwill                 $  1,394       22.8%      $  1,135
</TABLE>
Amortization of goodwill increased $259 due to fiscal 1998 and 1999 
acquisitions; future acquisitions will continue this trend.
<TABLE>
<CAPTION>                                  1999       Increase       1998
                                         --------     --------     -------- 
<S>                                      <C>          <C>          <C>
Earnings from Operations                 $ 14,089       25.3%      $ 11,244
</TABLE>
The increase in earnings from operations is due to fiscal 1998 and 1999 
acquisitions.  The Company's operating margin as a percentage of net revenues 
were 8.2% and 9.5% for the third quarters of 1999 and 1998, respectively.
<TABLE>
<CAPTION>                                  1999       Increase       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Investment and Other Income              $    295       55.3%      $    190
</TABLE>
The increase in investment and other income reflects earnings from fiscal 1999 
acquisitions which has been partially offset by losses from the Company's joint 
ventures.
<TABLE>
<CAPTION>                                 1999       Increase       1998
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Interest Expenses                        $  5,654      114.2%      $  2,640
</TABLE>
The Company's funding of acquisitions and joint ventures have been financed with
long-term debt.  The Company's borrowings have increased from $139,929 at 
December 26, 1997 to $318,181 at December 25, 1998, resulting in higher interest
costs.  See "Liquidity and Capital Resources".
<TABLE>
<CAPTION>                                  1999       Decrease       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Income Taxes                             $  3,439      (5.6%)      $  3,641
</TABLE>
Income taxes as a percentage of earnings before income taxes were 39.4% and 
41.4% for the third quarters of 1999 and 1998, respectively.  The Company's U.S.
tax returns were finalized in the third quarter of both fiscal years, which 
resulted in adjustments to the quarters' tax rate.  Additionally, the 
acquisition of Radian resulted in lower state taxes during the current period.
<TABLE>
<CAPTION>                                  1999       Increase       1998
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Net Earnings                             $  5,291        2.7%      $  5,153
</TABLE>
Net earnings as a percentage of net revenues were 3.1% and 4.3% for the third 
quarters of 1999 and 1998, respectively.  The decrease as a percentage of net 
revenues is primarily due to increased interest costs resulting from debt 
financing for acquisitions and joint ventures.


First Three Quarters 1999 Compared with First Three Quarters 1998

The Company uses a 52-53 week fiscal year ending the last Friday in March.
The first three quarters for both fiscal years 1999 and 1998 were each 
comprised of 39 weeks.
<TABLE>
<CAPTION>                                  1999       Increase       1998    
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Net Revenues                             $454,089       25.5%      $361,764
</TABLE>
The 25.5% increase in net revenues in the first three quarters of fiscal 1999
as compared to the first three quarters of fiscal 1998 is primarily a result 
of fiscal 1998 and 1999 acquisitions, which contributed $96,820 of the
increase, or 26.8%.  Growth in net revenues was also experienced in the
transportation and construction divisions, which were offset by declines in
the general engineering and consulting, and process and chemical engineering
divisions.
<TABLE>
<CAPTION>                                  1999       Increase       1998   
                                         --------     --------     -------- 
<S>                                      <C>          <C>          <C>
Salaries and Related Costs               $319,467       26.8%     $251,941
</TABLE>
Salaries and related costs increased by 26.8% in the first three quarters of 
fiscal 1999 as compared to the first three quarters of fiscal 1998.  
Acquisitions completed in fiscal 1998 and 1999 represent $70,898 of this 
increase, or 28.1%.  Staffing has been adjusted based on the net revenue 
pattern, which resulted in a net reduction of salaries, bonuses and profit 
sharing.  Salaries and related costs represent 70.4% and 69.6% of net revenues 
for the first three quarters of fiscal 1999 and fiscal 1998, respectively.
<TABLE>
<CAPTION>                                  1999       Increase       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
General Expenses                         $ 82,978       24.1%      $ 66,885
</TABLE>
Acquisitions completed in fiscal 1998 and 1999 accounted for the increase in 
general expenses.  As a percentage of net revenues, general expenses represent 
18.3% and 18.5% of net revenues for the first three quarters of fiscal 1999 
and fiscal 1998, respectively.
<TABLE>
<CAPTION>                                  1999       Increase       1998 
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Depreciation and Amortization            $  8,909       31.3%      $  6,785
</TABLE>
Fiscal 1998 and 1999 acquisitions were responsible for $2,332 of the increase, 
or 34.4% in depreciation and amortization.  This increase is offset by a
decline in depreciation and amortization expense for the Company's remaining
assets as they become fully depreciated.  Depreciation and amortization
represents 2.0% and 1.9% of net revenues for the first three quarters of
fiscal 1999 and fiscal 1998, respectively.
<TABLE>
<CAPTION>                                  1999       Increase       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Amortization of Goodwill                 $  3,828       11.3%      $  3,440
</TABLE>
Amortization of goodwill increased due to the Company's fiscal 1998 and 1999 
acquisitions; future acquisitions will continue this trend.  
<TABLE>
<CAPTION>                                  1999       Increase       1998    
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Acquisition Related Restructuring 
   and Other Charges                     $ 28,276      100.0%           -
</TABLE>
See Note 3 to the Condensed Consolidated Financial Statements.
<TABLE>
<CAPTION>                                  1999       Decrease       1998    
                                         --------     --------     -------- 
<S>                                      <C>          <C>          <C>
Earnings from Operations                 $ 10,631      (67.5%)     $ 32,713
</TABLE>
Earnings from operations decreased 67.5% for the first three quarters of
fiscal 1999 as compared to the first three quarters of fiscal 1998 due
primarily to acquisition related restructuring and other charges of $28,276
(see Note 3 to the Condensed Consolidated Financial Statements).  The
Company's operating margin as a percentage of net revenues before these
charges was 8.6% and 9.0% for the first three quarters of fiscal 1999 and
fiscal 1998, respectively.
<TABLE>
<CAPTION>                                  1999       Decrease       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Investment and Other Income              $    428      (20.3%)     $    537
</TABLE>
The decline in investment and other income is primarily due to a decline in 
earnings from the Company's joint ventures.
<TABLE>
<CAPTION>                                  1999       Increase       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Interest Expense                         $ 12,896       68.7%      $  7,644
</TABLE>
The Company's funding of acquisitions, investments and joint ventures have been 
financed with long-term debt.  Accordingly, interest expense has increased.  See
"Liquidity and Capital Resources".
<TABLE>
<CAPTION>                                  1999       Decrease       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Income Taxes                             $    474      (95.5%)     $ 10,617
</TABLE>
Goodwill amortization related to stock acquisitions, not deductible for tax 
purposes, coupled with losses from foreign corporations where no tax benefit
has been recognized, has resulted in the Company being in a taxable position
despite its loss before income taxes for the first three quarters of fiscal
1999. Income tax expense as a percentage of earnings before income taxes was
41.5% for the first three quarters of fiscal 1998. 
<TABLE>
<CAPTION>                                  1999       Increase       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Extraordinary Item                       $  2,850      100.0%            -
</TABLE>
See Note 5 to the Condensed Consolidated Financial Statements.
<TABLE>
<CAPTION>                                  1999       Decrease       1998   
                                         --------     --------     --------
<S>                                      <C>          <C>          <C>
Net (Loss) Earnings                    $  (5,161)    (134.4%)     $ 14,989
</TABLE>
The Company's net loss for the first three quarters of fiscal 1999 was 
primarily a result of the acquisition related restructuring and other charges 
and extraordinary item previously discussed.

Liquidity and Capital Resources

Cash and cash equivalents total $16,516 at December 25, 1998, compared to $9,493
at March 27, 1998.  The Company's working capital of $213,272 at December 25, 
1998 has grown from $129,570 at March 27, 1998.  The primary sources of cash 
during the first three quarters of 1998 consisted of funds from the new credit 
facilities net of issuance costs and existing borrowings of $172,708.  The 
primary use of cash in the first three quarters of 1999 consisted of 
acquisitions totaling $130,556.

Net cash used by operating activities for the first three quarters of 1999 
totaled $15,066 as compared to cash provided of $15,085 for the first three 
quarters of 1998. The extraordinary item, acquisition restructuring, and other 
charges used cash of approximately $5,508.  Estimated income taxes paid for 
fiscal 1999 are now a receivable due to the Company's net loss position.  The 
balance of the use of funds is from growth of accounts receivable in fiscal 1999
from the construction and transportation division which have also experienced
revenue growth and the company's acquisitions.  In fiscal 1998, marketable
securities were sold, while none were sold in fiscal 1999.

Investing activities reflects the Company's acquisition and venture programs.  
The Company's acquisition of Radian in fiscal 1999 was the largest use of funds 
and a significantly larger purchase price than fiscal 1998 acquisitions.  
Funding of several ventures was also larger in fiscal 1999 as compared to fiscal
1998.  

The new financing obtained by the Company repaid existing indebtedness 
and funded the purchase of Radian, provided the funds from financing activities.

The Company has a credit facility of $340,000 in U.S. dollars (see Note 5), 
offshore foreign currencies or foreign domestic currencies, and for the issuance
of letters of credit and purchase of foreign currency exchange contracts.  As of
December 25, 1998, under these lines, the Company had borrowings and guaranteed 
obligations of $317,893, and standby letters of credit totaling $12,877 
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, management believes cash generated from 
operations and the existing debt structure will be sufficient to meet operating 
requirements for the foreseeable future. 

Year 2000

General.  Many currently installed computer systems and software products are 
coded to accept only two digit entries in the date code field.  These date code 
fields will need to accept four digit entries to distinguish 21st century dates 
from 20th century dates.  Any programs that have time-sensitive software may 
recognize a date using "00" as the year 1900 rather than the year 2000.  This 
could result in the computer shutting down or performing incorrect computations.
As a result, before December 31, 1999, computer systems and software used by 
many companies may need to be upgraded to comply with such "Year 2000" problems.

In certain situations, a Year 2000 problem could adversely impact: (a) the 
reliability of the company's internal information management systems, such as 
accounting systems, e-mail and desktop computers, (b) the physical operation 
of systems used by the Company which have embedded technology, such as elevator 
and telephone systems, security systems and other physical office infrastructure
or (c) the Company's ability to interface with third parties, such as receiving 
payments from customers or supplies from vendors on a timely basis.  Such issues
could arise from internal Year 2000 problems in software used by the Company or 
from external Year 2000 problems encountered by third parties.

State of Readiness.  Two of the Company's three core financial and 
administrative software systems have been upgraded to be Year 2000 compliant.  
The Company has tested these programs for Year 2000 compliance and both systems 
are currently operational.  The third core system is the financial and 
administrative software system of one of the recently acquired subsidiaries, 
Radian.  The Company expects to complete the upgrade of this core system and 
have the system fully tested and operational by July 1999.  All of the Company's
core hardware has also been tested and is Year 2000 compliant.

The Company currently is examining infrastructure issues on an office-by-office 
basis.  The Company has begun updating its voice and data communication systems 
and expects to complete this process by late fall.  In the general course of 
its business, the Company also has updated and will continue to update its desk-
top software applications.  Such updated applications are Year 2000 compliant.

The Company has more than 250 offices worldwide, virtually all of which are
leased.  The Company has not reviewed the Year 2000 readiness of the spaces it
leases with each of its landlords.  Such problems may include the malfunctioning
of various building systems, including elevators, security systems, and air
conditioning and heating systems.

During the course of 1999, the Company intends to discuss with its major 
customers, suppliers and financial institutions the potential impact the Year 
2000 issue will have on their systems, including possible delays in receiving 
payments from customers resulting from Year 2000 problems affecting such 
customers' accounting and payable systems.  The Company also intends to 
contact its major vendors to assess their Year 2000 readiness.  The possible 
effects of the Year 2000 issue on these parties are beyond the control 
of the Company.

Costs.  To date, the Company had incurred external costs of approximately $450 
with respect to addressing Year 2000 issues.  Much of this cost arises from the
purchase of new hardware and software, which the Company would have purchased as
part of its regular and routine upgrading of systems.  The Company is unable to
estimate additional external costs for addressing Year 2000 issues at this time,
other than it expects to spend approximately $800 to update PBX equipment at
its offices.  The Company does not know the current internal costs expended on 
Year 2000 issues and has not estimated the internal costs of remediation, but 
does not expect such costs to be material.  The Company plans to assess such 
internal costs before the Company's Form 10-K filing in June.  While the 
Company does not expect the external and internal costs to be material, there 
can be no guarantee that such costs will be immaterial, and actual results 
could differ materially from those anticipated.

Risks.  The Company does not anticipate that the costs of its Year 2000 issues 
or the risks to the Company which might arise from the Year 2000 problem are 
likely to be material.  The risk associated with the Company's third core system
not being compliant, however, is that Radian's financial and administrative 
systems will not function causing delays in processing payroll, accounts 
receivable and other financial and administrative systems.  Similarly, if the 
Company's desktop software applications are not compliant, employees will not be
able to use such applications.  If the Company's customers are not Year 2000
compliant, the Company risks not being paid on time, and if its suppliers,
vendors and internal voice and data systems are not compliant, the Company risks
not being able to service its customers.  However, the Company does not have
control over third parties, and as a result, cannot currently estimate to what
extent future operating results may be adversely affected by the failure of
third parties to successfully address their Year 2000 issues.  Problems
encountered by the Company's major customers and suppliers arising from the
Year 2000 issue could have a material adverse effect on the Company's financial
condition, liquidity and results of operations.  Additionally, the federal
government is a significant customer of the Company.  At this time, the Company
cannot predit the impact on its consolidated financial condition, liquidity and
results of operations of the U.S. federal government's Year 2000 readiness.  If 
the federal government is unable to make payments due to its Year 2000 problems,
this may have a material impact on the Company's financial condition, liquidity 
and results of operations.  In addition, if the Company's plans to address the 
Year 2000 issue are not successfully or timely implemented, the Company may need
to devote more resources to the process and additional costs may be incurred, 
which could have a material adverse effect on the Company's financial condition,
liquidity and results of operations.

Worst Case Scenario.  It is not presently possible to describe a reasonably 
likely "worst case Year 2000 scenario" without making numerous assumptions.  
The Company presently believes that a most likely worst case scenario would make
it necessary for the Company to replace some suppliers or contractors, rearrange
some work plans, or perhaps interrupt some office and field activities.  
Assuming this worst case scenario is correct, the Company believes that such 
circumstances could have a materially adverse effect on its financial condition 
or results of operations.

Contingency Plan.  The Company currently does not have contingency plans in 
place in the event that it does not complete all of its Year 2000 remediation, 
some of its systems are not Year 2000 compliant or some of its major customers 
and vendors are not Year 2000 compliant.  However, it expects to have completed 
sufficient compliance work by the end of the summer and to have sufficient time 
to identify those areas for which contingency plans will be necessary, and it 
will create those contingency plans as necessary at that time.  Any future 
contingency plan will be based on its best estimates of numerous factors, which,
in turn, will be derived by relying on numerous assumptions about future events.
However, there can be no assurance that these assumptions or estimates will 
have been correctly made, that the Company will have anticipated all relevant 
factors or that there will not be increased costs associated with the Company's
Year 2000 problems.  Additionally, there can be no assurance that any 
contingency plans implemented by the Company would be adequate to meet the
Company's needs without materially impacting its operations, that any such plan
would be successful or that the Company's results of operations would not be
materially and adversely affected by the delays and inefficiencies inherent in
conducting operations in an alternative manner.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk:

Not applicable. 


                          Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              Exhibit 4.1  Amended and Restated Credit Agreement among Dames & 
              Moore Group, as Borrower, The Several Lenders from Time to Time 
              Parties Hereto and Canadian Imperial Bank of Commerce, as  
              Administrative Agent, dated as of October 22, 1998.

              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.



                                 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:  February 2, 1999                           /s/ ARTHUR C. DARROW
                                                 -----------------------------
                                                 Arthur C. Darrow
                                                 President and
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)



Date:  February 2, 1999                           /s/ MARK A. SNELL
                                                 -----------------------------
                                                 Mark A. Snell
                                                 Executive Vice President and
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)



Date:  February 2, 1999                          /s/ LESLIE S. PUGET 
                                                 -----------------------------
                                                 Leslie S. Puget
                                                 Corporate Controller
                                                (Principal Accounting Officer)




                               EXHIBIT INDEX

Exhibit
Number    Description
-------   -----------
4.1       Amended and Restated Credit Agreement among Dames & Moore Group, 
          as Borrower, The Several Lenders from Time to Time Parties Hereto 
          and Canadian Imperial Bank of Commerce, as Administrative Agent, 
          dated as of October 22, 1998.


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