<PAGE> 1                       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 27, 1996


                                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, INC.                
      (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) 683-1560                    
       (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 November 1, 1996, 21,800,448 shares of the registrant's common stock,
$0.01 par value, were issued and outstanding.



<PAGE> 2
<TABLE>
                  Part I.  Financial Information

Item 1.  Financial Statements

                          DAMES & MOORE
     Condensed Consolidated Statements of Financial Position
        (In thousands, except share and per share amounts)
                           (unaudited)
<CAPTION>
                              Assets
                                               Sept. 27,     March 29,   
                                                   1996        1996 
Current:
 <S>                                               <C>           <C>
 Cash and cash equivalents                         $ 17,715      $ 55,351 
  Marketable securities and short-term investments    6,268        14,936      
  Accounts receivable, clients:                          
   Billed, net of allowance for doubtful
     accounts of: $2,588 and $1,886                 113,806        84,616 
   Billed contract retentions                         8,304         7,295 
   Unbilled                                          49,213        43,813 
                                                    171,323       135,724 

 Prepaid expenses and other assets                   14,120        10,180 
                                                                          
    Total current assets                            209,426       216,191 

Property and equipment, net                          19,418        14,871 
Intangibles of acquired businesses                  109,443        84,294 
Equity investments and other assets                   8,014         1,923 

                                                   $346,301      $317,279 
</TABLE>
<TABLE>
<CAPTION>
                Liabilities and Shareholders' Equity 
Current:
 <S>                                               <C>           <C>    
 Notes payable                                     $  8,328     $      - 
 Accounts payable, trade                             24,388        20,162 
 Accrued payroll and employee benefits               26,565        26,733 
 Current income taxes payable                         2,841         2,800 
 Accrued expenses and other liabilities              27,141        20,682 

    Total current liabilities                        89,263        70,377 

Commitments and contingencies
Long-term debt                                       75,000        75,000 
Other long-term liabilities                           4,544         3,955 

Shareholders' equity:
 Preferred stock, $0.01 par value, 
   shares authorized: 1,000,000
   shares issued: none                                    -            -  
 Common stock and capital in excess of $0.01 
   par value, shares authorized: 27,000,000
   shares issued:  22,724,000 and 22,686,000        107,224       106,804 
 Retained earnings                                   81,522        75,295 
 Treasury stock, 923,360 and 1,150,000              (10,844)      (13,859)
 Other shareholders' equity                            (408)         (293)

   Total shareholders' equity                       177,494       167,947 

                                                   $346,301      $317,279 
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 3
<TABLE>
                          DAMES & MOORE
          Condensed Consolidated Statements of Earnings
             (In thousands, except per share amounts)
                           (unaudited)
<CAPTION>
                                                      
                                      Three Months Ended     Six Months Ended  
                                     Sept. 27,   Sept. 29,  Sept. 27,  Sept. 29,
                                       1996        1995       1996       1995   

<S>                                  <C>         <C>        <C>        <C>
Gross revenues                       $163,110    $141,786   $317,948   $283,642 
  Direct costs of outside services     47,737      41,294     94,460     82,496 
                                               
     Net revenues                     115,373     100,492    223,488    201,146 


Operating expenses:
   Salaries and related costs         80,400       70,662    155,929    140,672 
   General expenses                   20,184       17,856     40,719     36,739 
   Depreciation                        2,253        1,553      4,062      2,907 
   Amortization of goodwill              955          853      1,853      1,652 
                                     103,792       90,924    202,563    181,970 

Earnings from operations              11,581        9,568     20,925     19,176 
                                               
   Investment and other income           288        1,140        966      2,005 
   Interest expense                   (1,434)        (709)    (2,894)    (1,461)

Earnings before income taxes          10,435        9,999     18,997     19,720 
   Income taxes                        4,413        4,196      7,995      8,190 
 
Net earnings                        $  6,022     $  5,803   $ 11,002   $ 11,530 

                                               
Earnings per share                  $   0.28     $   0.26   $   0.51   $   0.51 

Cash dividends declared per share   $   0.03     $   0.03   $   0.06   $   0.06 

Weighted average number of shares     21,823       22,662     21,717     22,662 
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
<TABLE>
                           DAMES & MOORE
         Condensed Consolidated Statements of Cash Flows
                          (In thousands)
                           (unaudited)

<CAPTION>
                                                       Six Months Ended    
                                                     Sept. 27,   Sept. 29,
                                                       1996         1995  

Cash Flow from operating activities:
 <S>                                                 <C>         <C>
 Net earnings                                        $ 11,002    $ 11,530 
 Adjustments to reconcile net earnings to net cash
   provided by operating activities:
     Depreciation and amortization                      6,023       4,678 
     Unrealized gain on marketable securities             (16)     (1,392)
     Earnings of equity investments                      (188)        (92)
     Deferred income taxes                                237         183 
     Change in assets and liabilities, net of
       effects of purchases of businesses:
         Marketable securities
           and short-term investments                   8,684       1,418 
         Accounts receivable                          (20,213)    (14,516)
         Prepaid expenses and other assets             (2,845)     (4,362)
         Income tax refunds                               640           - 
         Accounts payable and accrued expenses         (4,706)      5,298 

Net cash (used in) provided by operating activities    (1,382)      2,745 


Cash flows from investing activities:
 Purchases of businesses, net of cash acquired        (24,324)    (38,072)
 Purchases of property and equipment                   (4,585)     (3,078)
 Equity investments and other assets, net              (5,727)        (22)

Net cash (used in) investing activities               (34,636)    (41,172)

Cash flows from financing activities:
 Net change in short-term debt                          5,777      13,114 
 Proceeds from issuance of debt                             -      25,780 
 Issuance of common stock                                 280         720 
 Restricted stock repurchased                               -         (76)
 Treasury stock issued                                     60           - 
 Treasury stock purchased                              (6,449)          - 
 Dividends paid                                        (1,286)     (1,362)

Net cash (used in) provided by financing activities    (1,618)     38,176 


Net (decrease) in cash and cash equivalents           (37,636)       (251)
Cash and cash equivalents, beginning of period         55,351      13,300 

Cash and cash equivalents, end of period             $ 17,715    $ 13,049 

Supplemental disclosures of cash flow information:
 Interest paid                                       $    260    $  1,212 
 Income tax paid                                        7,207       8,322 
Non cash investing activities - business acquisitions   7,381         886 
</TABLE>
See accompanying notes to condensed consolidated financial statements.

<PAGE> 5
                               DAMES & MOORE
            Notes to Condensed Consolidated Financial Statements

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 1996 annual report to
       shareholders.  The condensed consolidated financial statements include
       all adjustments (consisting only of normal recurring items) which
       management considers necessary to present fairly the financial position
       of the Company as of September 27, 1996 and March 29, 1996 and the
       results of operations for the six month periods ended September 27, 1996
       and September 29, 1995.  Certain items in the prior year's financial
       statements have been reclassified to be consistent with the 1997 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 27, 1996 and September
       29, 1995 were each comprised of 26 weeks.

Note 2 - Long-term Debt

       The Company amended its existing revolving lines of credit with a
       number of banks. The Company has available $70,300,000 for borrowing in
       U.S. dollars, offshore foreign currencies or foreign domestic
       currencies and for the issuance of letters of credit and purchase of
       foreign currency exchange contracts.  The lines of credit mature as
       follows: $14,500,000 in November 1996, $5,800,000 in February 1998, and
       $50,000,000 in January 1999.  Interest rates are charged under several
       pricing options, including the bank's reference rates or alternative
       variable rates, at the Company's option.  These lines involve no
       compensating balance requirements or material commitment fee
       arrangements.  The agreements contain limitations on additional
       indebtedness, sales of assets, acquisitions and capital expenditures,
       as well as covenants as to minimum ratios and balances as to net worth,
       fixed charge coverage, leverage ratio, asset coverage and net funded
       debt to earnings, as defined; such requirements were satisfied as of
       September 27, 1996.  As of September 27, 1996, under these lines,
       the Company had borrowings of $6,862,000, standby letters of credit
       totaling $17,170,000, principally for project performance, advance 
       payment guarantees and the Company's domestic insurance program; and 
       $527,000 for guarantees of officer loans.  

       On September 30, 1996 the Company borrowed the remaining $25,000,000
       available from the Senior Notes, see the Company's annual report for the
       year ended March 29, 1996.
<PAGE> 6
                               DAMES & MOORE
            Notes to Condensed Consolidated Financial Statements


Note 3 - Shareholders' Equity:

       The Company declared quarterly cash dividends of $0.03 per share of
       common stock, totaling $1,285,700, during the first two quarters of
       fiscal 1997, and issued 37,700 shares of Restricted Stock under its 
       amended and restated 1991 Long-Term Incentive Plan.

       The Board of Directors has authorized the Company to repurchase up to
       2,500,000 shares of its common stock.  The Company has repurchased
       1,728,700 shares through September 27, 1996 and reissued 805,340
       shares.

Note 4 - Foreign Currency Translation:

       The Company's foreign subsidiaries and branches have been using the
       U.S. dollar as their functional currency.  The Company has determined,
       that due to growth and expansion in these countries, the majority of 
       these entities have become self-contained and integrated within the
       countries' economic environment.  Accordingly, effective August 3, 1996
       the functional currencies for these entities will be their respective
       local currency.  The monetary assets and liabilities are translated into
       U.S. dollars using exchange rates in effect at period end. Revenue and
       expenses are translated at the average rates of exchange prevailing
       during the period.  The resulting translation adjustments are reported
       as a separate component of shareholders' equity.  
    
Note 5 - Stock Repurchase Agreement:

       On November 5, 1996, the Company reached agreement in principle with
       Hochtief Aktiengesellschaft vorm. Gebr. Helfmann (Hochtief AG) to
       repurchase all of the 3,700,000 shares of Dames & Moore common stock
       held by the German civil engineering and construction company.  The
       agreement is subject to certain approvals and the satisfaction of
       certain contingencies.  The Company intends to use the acquired shares 
       to facilitate acquisitions or may remarket them if market conditions 
       permit.
<PAGE> 7
                  Part I.  Financial Information



Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

The Company, from time to time, may publish forward-looking statements relating
to such matters as anticipated financial performance, business prospects, 
technological developments and similar matters.  The Private Securities 
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements.  In order to comply with the terms of the safe harbor, the 
Company notes that a variety of factors could cause the Company's actual 
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements. 
The risks and uncertainties that may affect the operations, performance, 
development and results of the Company's business include the following among
other factors:  the ability to attract and retain professional personnel; 
potential liability for consulting services relating to toxic and hazardous
materials and the availability to insure such risks; dependence on 
environmental regulation; and the competitive markets in the Company's service 
areas.

Acquisitions

During the first quarter of fiscal 1997, the Company acquired two companies.
DecisionQuest, Inc., a company specializing in litigation support for
corporate clients, provides services in trial strategy consulting, development
of case themes, juror analysis and selection, preparation of demonstrative 
trial graphics, and witness preparation.  BRW Group, Inc. provides project
planning, design and construction phase services for transportation and 
infrastructure projects.

The Company completed several smaller acquisitions during the second quarter of
fiscal 1997.  The Company acquired an engineering and consulting firm
specializing in the design of facilities related to water reclamation and
reuse, treatment and supply.  In addition, the Company purchased the 
remaining interest in an international agricultural consulting firm, in which
it previously held a non-controlling minority interest.  Lastly, the 
Company acquired a 40% interest in a high-tech engineering firm in Britain
with expertise in finding practical applications using state of the art 
research and technological advances.  Their expertise is in designing and 
modeling the effects of impacts and deformations on critical structures.

All acquisitions are accounted for as purchases; accordingly, the purchase 
prices in excess of net assets acquired were recognized and are being amortized
over periods up to 40 years.  The operating results of the acquisitions have
been included in the Company's consolidated financial statements from the date
of each acquisition.

Results of Operations

Second Quarter 1997 Compared with Second Quarter 1996

The Company uses a 52-53 week fiscal year ending the last Friday in March.  The
second quarter for both fiscal year 1997 and 1996 were comprised of 13 weeks.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                              <C>                 <C>         <C>
Net Revenues                     $115,373,000        14.81%      $100,492,000
</TABLE>

The 14.81% increase in net revenues in the second quarter of 1997 as compared
to the second quarter of 1996 was primarily a result of the Company's new
acquisitions, which contributed $13,739,000 for the quarter, representing a
13.67% increase from the prior year's second quarter.  The remaining increase
of $1,141,000, or 1.14%, represents growth in the Company's ongoing 
businesses.
<PAGE> 8
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                               <C>                <C>         <C>
Salaries and Related Costs        $80,400,000        13.78%      $70,662,000
</TABLE>

Of the 13.78% increase in salaries and related costs in the second quarter of
1997, the acquisitions accounted for $8,867,000, or 12.55%, with the remaining
increase attributable to annual salary raises granted at the beginning of the
Company's 1997 fiscal year.  Salaries and related costs represent 69.7% and
70.3% of net revenues for the second quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                               <C>                <C>         <C>
General Expenses                  $20,184,000        13.04%      $17,856,000
</TABLE>

General expenses increased by $3,103,000, or 17.38%, due to the new 
acquisitions.  This increase was reduced by savings realized in insurance
costs.  As a percentage of net revenues, general expenses represent 17.5% and
17.8% of net revenues for the second quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                                <C>               <C>          <C>
Depreciation                       $2,253,000        45.11%       $1,553,000
</TABLE>

New acquisitions were responsible for $415,000, or 26.7%, of the increase in
depreciation and the balance of the increase in depreciation was attributable
to new purchases of property and equipment for previously acquired companies
and the core business.  Depreciation represents 2% and 1.6% of net revenues
for the second quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                                 <C>              <C>           <C>
Amortization of Goodwill            $955,000         11.87%        $853,000
</TABLE>

Amortization of goodwill increased due to the Company's acquisitions.  Future 
acquisitions will continue this trend.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                               <C>                 <C>         <C>
Earnings from Operations          $11,581,000         21.04%      $9,568,000
</TABLE>

The Company's operating margin as a percentage of net revenues was 10% and 9.5%
for the second quarter of 1997 and 1996, respectively. 
<TABLE>
<CAPTION>
                                      1997          Decrease         1996    
<S>                                 <C>              <C>          <C>
Investment and Other Income         $288,000         (74.7%)      $1,140,000
</TABLE>

The decline in investment and other income is a result of the Company's
liquidation of the captive insurance subsidiary's equity portfolio and the 
subsequent reinvestment in less volatile but lower yielding instruments.
<TABLE>
<CAPTION>
                                       1997         Increase         1996    
<S>                                 <C>              <C>           <C>
Interest Expense                    $1,434,000       102.36%       $709,000
</TABLE>

Funding of acquisitions and related business ventures has been financed with
long-term debt.  Consequently, interest expense has and will continue to 
increase.  See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
                                       1997         Increase         1996    
<S>                                 <C>               <C>         <C>
Income Taxes                        $4,413,000        5.18%       $4,196,000
</TABLE>

Income taxes as a percentage of earnings before income taxes was 42.3% and 42%
for the second quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                       1997         Increase         1996    
<S>                                 <C>               <C>         <C>
Net Earnings                        $6,022,000        3.77%       $5,803,000
</TABLE>

Net earnings as a percentage of net revenues were 5.2% and 5.8% for the second
quarter of 1997 and 1996, respectively.  The decrease as a percentage of net
revenues is a result of interest costs and reduced income from our captive
insurance subsidiary investment portfolio, offset partially by savings realized
in insurance costs.
<PAGE> 9
First Two Quarters 1997 Compared with First Two Quarters 1996

The Company uses a 52-53 week fiscal year ending the last Friday in March.  The
first two quarters for both fiscal year 1997 and 1996 were comprised of 26
weeks.
<TABLE>
<CAPTION>
                                       1997         Increase         1996    
<S>                                <C>               <C>         <C>
Net Revenues                       $223,488,000      11.11%      $201,146,000
</TABLE>

The 11.11% increase in net revenues in the first two quarters of 1997 as 
compared to the first two quarters of 1996 was primarily a result of the 
Company's new acquisitions, which contributed $20,412,000, representing a
10.15% increase from the prior year's first two quarters.  The remaining
increase of $1,930,000, or .96%, represents growth in the Company's ongoing
businesses.
<TABLE>
<CAPTION>
                                       1997         Increase         1996    
<S>                                <C>               <C>         <C>
Salaries and Related Costs         $155,929,000      10.85%      $140,672,000
</TABLE>

Of the 10.85% increase in salaries and related costs in the first two quarters
of 1997, the acquisitions accounted for $12,744,000, or 9.06%, with the 
remaining increase attributable to annual salary raises granted at the
beginning of the Company's 1997 fiscal year.  Salaries and related costs 
represent 69.8% and 69.9% of net revenues for the first two quarters of 1997
and 1996, respectively.
<TABLE>
<CAPTION>
                                       1997         Increase         1996    
<S>                                <C>               <C>          <C>
General Expenses                   $40,719,000       10.83%       $36,739,000
</TABLE>

General expenses increased by $4,580,000, or 12.47%, due to the new 
acquisitions.  Savings realized in insurance costs were further offset by 
one-time costs for an image program and consultant fees.  As a percentage of 
net revenues, general expenses represent 18.2% and 18.3% of net revenues for 
the first two quarters of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                                <C>               <C>          <C>
Depreciation                       $4,062,000        39.76%       $2,907,000
</TABLE>

New acquisitions were responsible for $577,000, or 19.8%, of the increase in
depreciation, and the balance of the increase in depreciation was attributable 
to new purchases of property and equipment for previously acquired companies
and the core business.  Depreciation represents 1.8% and 1.4% of net revenues
for the first two quarters of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                                <C>               <C>          <C>
Amortization of Goodwill           $1,853,000        12.17%       $1,652,000
</TABLE>

Amortization of goodwill increased due to the Company's acquisitions.  Future 
acquisitions will continue this trend.
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                               <C>                 <C>         <C>
Earnings from Operations          $20,925,000         9.12%       $19,176,000
</TABLE>

The Company's operating margin as a percentage of net revenues was 9.4% and
9.5% for the first two quarters of 1997 and 1996, respectively.  Higher 
margins from the new acquisitions were offset by several administrative 
charges related to acquisition closings, relocation costs for senior management
personnel, consultant expenses and costs associated with the Company's new 
image program.
<TABLE>
<CAPTION>
                                      1997          Decrease         1996    
<S>                                 <C>             <C>           <C>
Investment and Other Income         $966,000        (51.82%)      $2,005,000
</TABLE>

The decline in investment and other income is a result of the Company's
liquidation of the captive insurance subsidiary's equity portfolio in April and
May and the subsequent reinvestment in less volatile but lower yielding 
instruments.
<PAGE> 10
<TABLE>
<CAPTION>
                                      1997          Increase         1996    
<S>                                <C>               <C>          <C>
Interest Expense                   $2,894,000        98.14%       $1,461,000
</TABLE>

Funding of acquisitions and related business ventures has been financed with
long-term debt.  Consequently, interest expense has and will continue to
increase.  See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
                                      1997          Decrease         1996    
<S>                                <C>               <C>          <C>
Income Taxes                       $7,995,000        (2.38%)      $8,190,000
</TABLE>

Income taxes as a percentage of earnings before income taxes was 42.1% and
41.5% for the first two quarters of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                      1997          Decrease         1996    
<S>                               <C>                <C>         <C>
Net Earnings                      $11,002,000        (4.58%)     $11,530,000
</TABLE>

Net earnings as a percentage of net revenues were 4.9% and 5.7% for the first
two quarters of 1997 and 1996, respectively.  The decrease is a result of the
administrative charges previously mentioned, interest costs and reduced income
from our captive insurance subsidiary investment portfolio, offset partially by
savings realized in insurance costs.

Liquidity and Capital Resources

The Company's working capital of $120,163,000 at September 27, 1996 has 
declined from $145,814,000 at March 29, 1996.  Cash and cash equivalents
total $17,715,000 at September 27, 1996, compared to $55,351,000 at March 29,
1996. The primary source of cash in the first two quarters of 1997 consisted
of borrowings of $5,777,000.  The primary uses of cash in the first two
quarters of 1997 consisted of funding acquisitions, approximately $24,324,000;
equity investments in new ventures, approximately $6,000,000; and repurchase of
common stock, approximately $6,449,000.

Accounts receivable increased 26% since March 29, 1996.  Companies acquired in
the first two quarters accounted for 61% of the increase, and the balance 
related to a higher level of business activity.

Property and equipment increased 30% since March 29, 1996 primarily as a result
of the acquisitions in the first two quarters and purchases of new equipment.

On March 29, 1996, the Company completed its $100,000,000 Senior Notes credit
facility, providing long-term financing to the Company.  On closing, 
$75,000,000 of the total was funded. The remaining $25,000,000 was funded on
September 30, 1996.

The Company has available separate multi-year lines of credit totaling
$70,300,000.  Outstanding at September 27, 1996 are: borrowings of $6,862,000;
standby letters of credit totaling $17,170,000, principally for project
performance, advance payment guarantees, and the Company's domestic insurance
program; and $527,000 for guarantees of officer loans.

The Board of Directors has authorized the Company to repurchase up to 2,500,000
shares of its common stock.  The Company has repurchased 1,728,700 shares
through September 27, 1996, 86,200 of which were purchased in its second 
quarter.  The Company may continue to purchase shares on the open market 
from time to time.

The Company anticipates continuing capital requirements to support its growth, 
diversification of services, and funding of acquisitions.  The Company 
believes that cash generated from operations, coupled with funding from the 
Senior Notes and its available lines of credit will be sufficient to meet 
its requirements for the foreseeable future.
<PAGE> 11

                    Part II.  Other Information


Item 1.  Legal Proceedings

In 1994, a developer and townhome association filed an action against the 
Company and two other co-defendants alleging settlement problems with the 
foundation of the townhomes and later a claim for sewer repairs due to 
insufficient slope.

A settlement in principle has been reached in this matter that would require
the Company to pay $2.5 million contingent on the signing of a definitive
agreement and on the Court's finding that the settlement was in good faith, so
that all cross-claims by other defendants for implied indemnity would be 
dismissed.  The Special Master appointed by the Court has stated that he would
recommend that the Court issue such a finding as to the amount of the 
settlement.  The parties are drafting the appropriate documents and expect to 
finalize the matter by January 31, 1997.  The Company has adequately reserved
the amount of this settlement.


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

The Annual Meeting of Shareholders was held on August 12, 1996.  Eleven
directors were elected to hold office for the coming year.  The following 
table lists the number of votes cast for or withheld from each:
<TABLE>
<CAPTION>
                             For                  Withheld

  <S>                     <C>                      <C>
  Norman A. Barkeley      17,857,948               385,779
  Arthur C. Darrow        17,568,346               675,381
  George D. Leal          17,704,668               539,059
  Robert J. Lynch, Jr.    17,855,968               387,759
  Michael R. Peevey       17,771,112               472,615
  Harald Peipers          17,813,015               430,712
  Robert M. Perry         17,860,816               382,911
  James E. Seitz*         17,857,448               386,279
  John P. Trudinger       17,759,051               484,676
  Richard C. Tucker       17,788,151               455,576
  Anthony R. Moore        17,858,251               385,476
</TABLE>

There were no abstentions or broker non-votes with respect to the election of
the Company's directors.

*  Mr. Seitz has resigned as a director effective October 31, 1996.

Item 6.  Exhibits and Reports on Form 8-K

  (a)    Exhibits:

         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 for
         which this report on Form 10-Q is being filed.

        
<PAGE> 12
                            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, INC.
                   




Date: November 6, 1996       ARTHUR C. DARROW              
                             Arthur C. Darrow
                             President and
                             Chief Executive Officer
                             (Principal Executive Officer)





Date: November 6, 1996       MARK A. SNELL                  
                             Mark A. Snell
                             Executive Vice President and
                             Chief Financial Officer
                             (Principal Financial Officer)





Date: November 6, 1996       LESLIE S. PUGET                
                             Leslie S. Puget
                             Corporate Controller
                             (Principal Accounting Officer)
<PAGE> 13
                           Exhibit Index



Exhibit
Number             Description

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