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 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 October 31, 1998, 18,327,767 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>
                                                  Sept. 25,     March 27,   
Assets                                               1998         1998   
                                                  ---------     ---------  
<S>                                               <C>           <C>
 Current:
 Cash and cash equivalents                        $  19,708     $   9,493 
 Marketable securities                                  493         1,031 

 Accounts receivable, net of allowance                                     
   for doubtful accounts of: $5,733 and $3,408      197,932       135,298 
 Billed contract retentions                          14,579        10,992 
 Unbilled                                            92,646        55,844 
                                                   --------       -------
                                                    305,157       202,134 

 Deferred income taxes                                7,261         4,303 
 Prepaid expenses and other assets                   26,250        11,168 
 Inventories                                          6,112             - 
                                                   --------       -------
         Total current assets                       364,981       228,129 

Property and equipment, net                          56,386        23,397 
Goodwill of acquired businesses, net                143,102       117,849 
Investments in affiliates                             8,835         4,868 
Other assets                                         34,611        12,118 
                                                   --------      --------
                                                   $607,915      $386,361 
                                                   ========      ========
Liabilities and shareholders' equity 
Current:
 Current portion of long-term debt                 $  9,177      $  9,614 
 Accounts payable                                    46,669        31,990 
 Accrued payroll and employee benefits               39,033        26,364 
 Current income taxes payable                         5,391         6,864 
 Accrued expenses and other liabilities              51,083        23,727 
                                                   --------      --------
         Total current liabilities                  151,353        98,559 

Long-term debt                                      301,622       132,010 
Other long-term liabilities                          14,629         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: 22,777,000 and 22,740,000         108,000       107,512 
 Retained earnings                                   93,215       104,952 
 Treasury stock: 4,419,000 and 4,573,000            (59,059)      (61,157)
 Accumulated other comprehensive income              (1,286)       (1,289)
 Other shareholders' equity                           ( 559)         (109)
                                                   ---------    ----------
         Total shareholders' equity                 140,311       149,909 
                                                   ---------    ----------
                                                   $607,915      $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      Six Months Ended 
                                  --------------------   --------------------
                                  Sept. 25,  Sept. 26,   Sept. 25,  Sept. 26,
                                    1998       1997        1998       1997   
                                  --------   --------    --------   --------
<S>                               <C>        <C>         <C>        <C>
Gross revenues                    $263,606   $176,214    $452,756   $347,985 
  Direct costs of 
    outside services               110,619     52,960     170,965    104,946 
                                  ---------  ---------   ---------  --------  
  Net revenues                     152,987    123,254     281,791    243,039 
                                  ---------  ---------   ---------  --------
Operating expenses:
   Salaries and related costs      107,412     85,338     197,425    169,784 
   General expenses                 27,610     23,623      51,900     45,063 
   Depreciation and amortization     2,963      2,283       5,214      4,417 
   Amortization of goodwill          1,247      1,097       2,434      2,305 
   Acquisition related restruct-
     uring and other charges        28,276          -      28,276          - 
                                  ---------  ---------   ---------  --------
                                   167,508    112,341     285,249    221,569 
                                  ---------  ---------   ---------  --------
(Loss) earnings from operations    (14,521)    10,913      (3,458)    21,470 

   Investment and other income         288        453         133        346 
   Interest expense                 (4,579)    (2,541)     (7,242)    (5,004)
                                  ---------  ---------   ---------  ---------
(Loss) earnings before income
   taxes                           (18,812)     8,825     (10,567)    16,812 
   Income taxes                     (6,523)     3,674      (2,965)     6,976 
                                  ---------  ---------   ---------  ---------
(Loss) earnings before
   extraordinary item              (12,289)     5,151      (7,602)     9,836 

 Extraordinary item (less
   applicable income taxes
   of $1,737)                       (2,850)         -      (2,850)         - 
                                  ---------  ---------   ---------  ---------
Net (loss) earnings               $(15,139)  $  5,151    $(10,452)  $  9,836 
                                  =========  =========   =========  =========
Cash dividends declared
   per share                      $   0.03   $   0.03    $   0.06   $   0.06 
                                  =========  =========   =========  =========  
              
Basic (loss) earnings per share
   (Loss) earnings before
   extraordinary item             $  (0.67)  $   0.29    $  (0.41)  $   0.55 
     Extraordinary item              (0.16)         -       (0.16)         - 
                                  ---------  ---------   ---------  ---------
                                  $  (0.83)  $   0.29    $  (0.57)  $   0.55 
                                  =========  =========   =========  =========
   Weighted average number
     of shares                      18,252     17,884      18,257     17,887 
                                  =========  =========   =========  =========
Diluted (loss) earnings per share 
   (Loss) earnings before 
     extraordinary item           $  (0.67)  $   0.28    $  (0.41)  $   0.55
   Extraordinary item                (0.16)         -       (0.16)         - 
                                  ---------  ---------   ---------  --------- 
                                  $  (0.83)  $   0.28    $  (0.57)  $  0. 55 
                                  =========  =========   =========  =========
   Weighted average number
     of shares                      18,252     18,047      18,257     18,044 
                                  =========  =========   =========  =========
</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>                                                  Six Months Ended   
                                                        ---------------------
                                                        Sept. 25,   Sept. 26,
                                                          1998        1997  
                                                        ---------   ---------
<S>                                                     <C>         <C>
Cash flows from operating activities:
 Net (loss) earnings                                    $(10,452)    $ 9,836 
 Adjustments to reconcile net earnings to net cash
   provided by operating activities:
     Depreciation and amortization                         7,876       6,883 
     Non-cash special charges                             12,099           - 
     Loss from equity investments                            618         284    
     Deferred income taxes                                (2,187)        474 
     Change in assets and liabilities, net of
       effects of purchases of businesses:
         Marketable securities                                 -       5,984 
         Accounts receivable                             (32,484)    (21,737)   
         Prepaid expenses and other assets                   444      (1,078)
         Income tax receivable                            (9,618)        (41)
         Accounts payable and accrued expenses             1,542       4,900 
                                                        ---------   ---------
Net cash (used in) provided by operating activities      (32,162)      5,505 
                                                        ---------   ---------
Cash flows from investing activities:
 Purchases of businesses, net of cash acquired          (106,622)     (9,490)
 Purchases of property and equipment                      (7,019)     (3,776)
 Investments and other assets                             (9,161)       (472)
 Proceeds from sales of investments and other property       500       6,068 
                                                        ---------   ---------
Net cash (used in) investing activities                 (122,302)     (7,670)
                                                        ---------   ---------
Cash flows from financing activities:
 Repayments on lines of credit                          (175,507)    (16,121)
 Debt issuance costs                                      (3,675)          - 
 Proceeds from lines of credit                           345,080      21,000 
 Issuance of common stock                                    382         323 
 Stock repurchased                                          (498)       (310)
 Dividends                                                (1,103)     (1,082)
                                                        ---------   ---------
Net cash provided by financing activities                164,679       3,810 
                                                        ---------   ---------
Net increase in cash and cash equivalents                 10,215       1,645 
Cash and cash equivalents, beginning of period             9,493      12,726 
                                                        ---------   ---------
Cash and cash equivalents, end of period                $ 19,708    $ 14,371 
                                                        =========   =========
Supplemental disclosures of cash flow information:
 Interest paid                                          $  9,945    $  4,602    
 Income tax paid                                           7,863       7,192 
Non-cash investing activities-business acquisitions       17,615       2,551 

</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 September 25, 1998 and March 27, 1998; and the results of operations 
   for the three-month periods and the six-month periods ended September 25, 
   1998 and September 26, 1997.  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 25, 1998 and September 26, 1997 were 
   each comprised of 26 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 $382 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       Six Months Ended
                                  --------------------    -------------------
                                  Sept. 25,  Sept. 26,    Sept. 25,  Sept. 26,
                                    1998       1997          1998      1997  
                                  ---------  ---------    ---------  --------
<S>                               <C>        <C>          <C>        <C>
Net revenues                      $169,329    $168,744    $343,445   $331,787
                                  =========   ========    =========  ========
(Loss) earnings before 
  extraordinary item              $(14,279)   $  3,556    $ (9,149)  $  4,551
                                  =========   ========    =========  ========
Earnings per share before
  extraordinary item
Basic and Diluted                 $  (0.78)   $   0.20    $  (0.50)  $   0.25
                                  =========   ========    =========  ========
Net (loss) earnings               $(17,129)   $  3,556    $(11,999)  $  4,551
                                  =========   ========    =========  ========
Earnings per share - Basic
  and Diluted                     $  (0.94)   $   0.20    $  (0.66)  $   0.25
                                  =========   ========    =========  ========
</TABLE>

   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.


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


Note 3 - Acquisition Restructuring and Other Charges:

   During the second quarter, the Company took a charge for purchased in-process
   research and development technology that had not reached technological
   feasibilitiy 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.

Note 4 - Inventories:

   Inventories at September 25, 1998 consisted of the following:

          Raw materials and supplies               $   2,659
          Work-in-progress                             2,378
          Finished goods                               1,075
                                                   ---------
                 Total                             $   6,112
                                                   =========

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 effect of $1,737, the extraordinary charge was $2,850, 
   or ($.16) per share, basic and diluted.

   The Company's new 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 the bank's reference rate or at LIBOR plus a
   spread, at the Company's option.  Interest is payable quarterly for 
   reference 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 the unpaid balance of 
   $140,000 due in full on June 30, 2004.  The revolving commitment also 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.

Note 6 - Shareholders' Equity:

   During the first two quarters of fiscal year 1999, the Company declared
   quarterly cash dividends of $0.03 per share on its common stock, totaling
   $1,103.  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 5,393 shares of Restricted Stock; and
   stock options for 9,536 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 
   two quarters the Company reacquired 36,535 shares of its common stock.  As of
   September 25, 1998, the Company has repurchased 1,883,922 shares and reissued
   1,131,538 shares.


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

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 unrealized losses on 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>
<CAPTION>                                                Six Months Ended
                                                     -----------------------
                                                      Sept. 25,    Sept. 26,
                                                        1998         1997  
                                                     ----------   ----------
   <S>                                               <C>          <C>
   Net (loss) earnings                                $(10,452)    $  9,836
   Other comprehensive (loss) income, net of tax:
     Unrealized (losses) gain on marketable
       securities                                         (416)          27 
     Foreign currency translation adjustments              347         (478)
     Minimum pension liability adjustment                   72            - 
                                                      ---------    ---------
                                                             3         (451)
                                                      ---------    ---------
   Comprehensive (loss) income                        $(10,449)    $  9,385 
                                                      =========    =========
</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; 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.  Several other smaller 
acquisitions were also completed in the second quarter.

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 are 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 1999 Compared with Second Quarter 1998

The Company uses a 52-53 week fiscal year ending the last Friday in March.  The 
second quarter for both fiscal years 1999 and 1998 were comprised of 13 weeks.
<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Net Revenues                              $152,987      24.1%     $123,254
</TABLE>
The 24.1% increase in net revenues in the second quarter of fiscal 1999 as 
compared to the second quarter of fiscal 1998 is a result of the Company's 
fiscal 1998 and 1999 acquisitions, which contributed $33,705 of the increase, or
27.3%.   Net revenue growth was experienced in the construction services and 
transportation divisions; however, general engineering and consulting and 
process and chemical engineering declined.

<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------  
<S>                                       <C>         <C>         <C>
Salaries and Related Costs                $107,412      25.9%     $ 85,338
</TABLE>
Salaries and related costs increased by 25.9% in the second quarter of fiscal 
1999 as compared to the second quarter of fiscal 1998.  Acquisitions completed 
in fiscal 1998 and 1999 represent $24,869 of the increase, or 29.1%.  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 70.2% and 69.2% of net revenues for the second quarters of fiscal 1999
and 1998, respectively.

<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
General Expenses                          $ 27,610      16.9%     $ 23,623
</TABLE>
Acquisitions completed in fiscal 1998 and 1999 accounted for the entire increase
in general expenses.  As a percentage of net revenues, general expenses 
represent 18.0% and 19.2% of net revenues for the second quarters of fiscal 1999
and fiscal 1998, respectively.

<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Depreciation and Amortization             $  2,963      29.8%     $  2,283
</TABLE>
Acquisitions completed in fiscal 1998 and 1999 accounted for the increase in 
depreciation and amortization, which has been offset by a decline in
depreciation and amortization expense for the Company's remaining assets as they
become fully depreciated.  Depreciation and amortization represents 1.9% of net 
revenues for the second quarters of fiscal 1999 and 1998.

<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Amortization of Goodwill                  $  1,247      13.7%     $  1,097
</TABLE>
Amortization of goodwill increased $150, or 13.7%, due to 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>
(Loss) Earnings from Operations          $(14,521)    (233.1%)    $ 10,913
</TABLE>
The Company's loss from operations for the second quarter of fiscal 1999 
resulted principally from the acquisition related restructuring and other 
charges of $28,276 (see Note 3 to the Condensed Consolidated Financial 
Statements).  The Company's operating margin before these charges, as a 
percentage of net revenues, was 9.0% and 8.9% for the second quarters of fiscal 
1999 and fiscal 1998, respectively. 

<TABLE>
<CAPTION>
                                            1999      Decrease      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Investment and Other Income               $    288     (36.4%)    $    453
</TABLE>
The decrease in investment and other income reflects a decline in earnings from 
the Company's joint ventures. 

<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Interest Expenses                         $  4,579      80.2%     $  2,541
</TABLE>
The Company's funding of acquisitions and joint ventures have been financed with
long-term debt.  The Company's borrowings have increased from $144,983 at 
September 26, 1997 to $310,799 at September 25, 1998, resulting in higher 
interest costs.  See "Liquidity and Capital Resources."

<TABLE>
<CAPTION>
                                            1999      Decrease      1998    
                                          --------    --------    -------- 
<S>                                       <C>         <C>         <C>
Income Taxes                              $(6,523)    (277.5%)    $  3,674
</TABLE>
Income tax (benefit) expense as a percentage of (loss) earnings before income 
taxes were 34.7% and 41.6% for the second quarters of fiscal 1999 and fiscal 
1998, respectively.  Goodwill amortization related to stock acquisitions, not 
deductible for tax purposes, coupled with losses from foreign corporations where
no tax benefit has been recognized, reduces the benefit rate as a percentage of 
net loss.

<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                      $(15,139)    (393.9%)    $  5,151
</TABLE>
The Company's net loss for the second quarter of fiscal year 1999 was primarily 
a result of the acquisition related restructuring and other charges and 
extraordinary item previously discussed.

First Two Quarters 1999 Compared with First Two Quarters 1998

The Company uses a 52-53 week fiscal year ending the last Friday in March.  The 
first two quarters for both fiscal years 1999 and 1998 were each comprised of 26
weeks.

<TABLE>
<CAPTION>
                                             1999     Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Net Revenues                              $281,791       15.9%    $243,039
</TABLE>
The 15.9% increase in net revenues in the first two quarters of fiscal 1999 as 
compared to the first two quarters of fiscal 1998 is primarily a result of 
fiscal 1998 and 1999 acquisitions, which contributed $42,225 of the increase,
or 17.4%.  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                $197,425       16.3%    $169,784
</TABLE>
Salaries and related costs increased by 16.3% in the first two quarters of 
fiscal 1999 as compared to the first two quarters of fiscal 1998.  Acquisitions 
completed in fiscal 1998 and 1999 represent $30,773 of this increase, or 18.1%. 
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 70.1% and 69.9% of net revenues for the first two quarters of 
fiscal 1999 and fiscal 1998, respectively.

<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
General Expenses                          $ 51,900     15.2%      $ 45,063
</TABLE>
Acquisitions completed in fiscal 1998 and 1999 accounted for the increase in 
general expenses.  As a percentage of net revenues, general expenses represent 
18.4% and 18.5% of net revenues for the first two quarters of fiscal 1999 and 
fiscal 1998, respectively.

<TABLE>
<CAPTION>
                                             1999      Increase      1998    
                                           --------    --------    --------
<S>                                        <C>         <C>         <C>
Depreciation and Amortization              $  5,214      18.0%     $  4,417
</TABLE>
Fiscal 1998 and 1999 acquisitions were responsible for $887 of the increase, or
20.1% 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 1.9% and 
1.8% of net revenues for the first two quarters of fiscal 1999 and fiscal 1998,
respectively.

<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------   
<S>                                       <C>         <C>         <C>
Amortization of Goodwill                  $  2,434      5.6%      $  2,305
</TABLE>
Amortization of goodwill increased due to the Company's fiscal 1998 and 1999 
acquisitions; future acquisitions will continue this trend. 

<TABLE>
<CAPTION>
                                            1999      Decrease      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
(Loss) Earnings from Operations           $(3,458)    (116.1%)    $ 21,470
</TABLE>
Earnings from operations decreased 116.1% for the first two quarters of fiscal 
1999 as compared to the first two 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 8.8%  for the 
first two quarters of fiscal 1999 and fiscal 1998.

<TABLE>
<CAPTION>
                                            1999      Decrease      1998    
                                          --------    --------    -------- 
<S>                                       <C>         <C>         <C>
Investment and Other Income               $    133     (61.6%)    $    346
</TABLE>
The decline in investment and other income reflects a decline in earnings from 
the Company's joint ventures.  
 
<TABLE>
<CAPTION>
                                            1999      Increase      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Interest Expenses                         $  7,242      44.7%     $  5,004
</TABLE>
The Company's funding of acquisitions 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                              $(2,965)    (142.5%)    $  6,976
</TABLE>
Income tax (benefit) expense as a percentage of (loss) earnings before income 
taxes were 28.1% and 41.5% for the first two quarters of fiscal 1999 and fiscal 
1998, respectively.  The decrease in the benefit rate from the expense rate is a
result of non-deductible expenses for tax purposes.

<TABLE>
<CAPTION>
                                            1999      Decrease      1998    
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Net (Loss) Earnings                       $(10,452)   (206.3%)    $  9,836
</TABLE>
The Company's net loss for the first two 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 totaled $19,708 at September 25, 1998, compared to 
$9,493 at March 27, 1998.  The Company's working capital of $213,628 at 
September 25, 1998 has grown  from $129,570 at March 27, 1998.  The primary 
sources of cash during the first two quarters of fiscal 1999 consisted of funds 
from the new credit facilities net of issuance costs and existing borrowings of
$165,898.  The primary uses of cash in the first two quarters of fiscal 1999 
consisted of acquisitions totaling $106,622.

Net cash used by operating activities for the first two quarters of fiscal 1999 
totaled $32,162 as compared to cash provided of $5,505 for the first two 
quarters of fiscal 1998.  The extraordinary item, acquisition restructuring, and
other charges used cash of approximately $20,764.  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 divisions which have also 
experienced revenue growth.  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 to repay existing indebtedness and 
fund the purchase of the Radian acquisition provided the funds from financing 
activities.

The Company has a credit facility of $340,000 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 25,
1998, under these lines, the Company had borrowings and guaranteed obligations 
of $310,667, and standby letters of credit totaling $17,183 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

The Company operates on several information technology systems.  Two of the 
major information technology systems have successfully completed the necessary 
upgrades to be year 2000 compliant.  The third major information technology 
system is expected to be completed in June 1999.  Non-information technology
used by the Company is also being assessed for year 2000 compliance. Inventories
and evaluations of the Company's systems are being completed and systems 
identified which will need to be replaced or migrated to year 2000 compliant
systems.  The Company expects this process to be completed in September 1999.

Relationships with third-party vendors and suppliers are presently being 
inventoried and queried as to their readiness for the year 2000.  We are being 
advised by parties contacted that they are in the process of implementing 
changes to be year 2000 compliant.  In the event a vendor or supplier fails to 
complete this implementation in a timely manner, management believes a likely 
scenario will potentially be a delay in transaction processing, which is not 
expected to materially impact the Company's operations.  

A contingency plan has not yet been formally adopted by management.  Based upon 
information to date, the costs to become year 2000 compliant are not expected to
be material. 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk:

Not applicable.


                    Part II.  Other Information

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

The Annual Meeting of Shareholders was held on August 10, 1998.  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:

                                   FOR           WITHHELD
                                ----------      ---------
  U. M. Burns                   14,617,740      1,217,247
  R. F. Clarke                  14,657,102      1,177,885
  A. C. Darrow                  14,650,705      1,184,282
  G. R. Krieger                 14,508,286      1,326,701
  G. D. Leal                    14,654,340      1,180,647
  A. E. Macdonald               14,616,343      1,218,644
  A. R. Moore                   13,913,220      1,921,767
  M. R. Peevey                  14,233,543      1,601,444
  H. Peipers                    14,547,679      1,287,308
  A. E. Williams                14,658,374      1,176,613

A proposal to amend the Restated Certificate of Incorporation to increase the 
number of authorized shares of  common stock, from 27,000,000 to 54,000,000, was
ratified and received the following votes:

                                       VOTES  
                                     ----------
  For:                               12,487,586
  Against:                            3,368,238
  Abstain:                                8,912

A proposal to amend the 1995 Stock Option Plan for Non-Employee Directors to
increase the number of shares available for grant from 50,000 to 100,000, was 
ratified and received the following votes:

                                        VOTES  
                                     ----------
  For:                               12,370,051
  Against:                            3,451,540
  Abstain:                               46,195

A proposal to amend the Amended and Restated Long-Term Incentive Plan to 
increase the number of shares available for grant from 2,500,000 to 2,700,000,  
was ratified and received the following votes:

                                        VOTES  
                                     ----------  
  For:                               11,358,052
  Against:                            4,459,797
  Abstain:                               49,937

There were no broker non-votes for the election of directors or any of the 
proposals.



Item 6.  Exhibits and Reports on Form 8-K

  (a)    Exhibits:

         Exhibit 27.1 Financial Data Schedule (included only in the electronic 
         filing).

         Exhibit 27.1A Restated Financial Data Schedule for the interim period 
         of September 26, 1997, in the fiscal year ended March 27, 1998 
         (included only in the electronic filing).

  (b)    The Company filed a Current Report on Form 8-K on August 19, 1998 and  
         Form 8-K/A filed on October 9, 1998 reporting under Item 2, the 
         acquisition of Radian International LLC.  Included in the Form 8-K/A 
         are financial statements for Radian International LLC for the years 
         ended December 31, 1997 and 1996; and the six-month periods ended 
         June 30, 1998 and 1997.  Also included in the Form 8-K/A are unaudited
         pro forma combined statement of financial position as of June 26, 1998,
         and unaudited pro forma combined statement of earnings for the three-
         month period ended June 26, 1998 and the year ended March 27, 1998.



                            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, 1998                    /s/     ARTHUR C. DARROW
                                          -----------------------------------
                                          Arthur C. Darrow
                                          Chairman and
                                          Chief Executive Officer
                                          (Principal Executive Officer)





Date: November 4, 1998                    /s/        MARK A. SNELL
                                          -----------------------------------
                                          Mark A. Snell
                                          Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)





Date: November 4, 1998                    /s/        LESLIE S. PUGET 
                                          -----------------------------------
                                          Leslie S. Puget
                                          Corporate Controller
                                          (Principal Accounting Officer)





                            EXHIBIT INDEX

Exhibit
Number       Description
-------      -----------
 27.1        Financial Data Schedule, which is included only in the electronic 
             submission to the Securities and Exchange Commission.

 27.1A       Restated Financial Data Schedule for the interim period of 
             September 26, 1997, in the fiscal year ended March 27, 1998, which 
             is included only in the electronic submission to the Securities and
             Exchange Commission.