FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                    Washington, D. C.  20549
                                
   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
          For the quarterly period ended March 31, 1997
                                
                               OR
                                
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
           For the transition period from           to
                                
                  Commission File Number 1-1228
                                
                                
                                
                  Stone & Webster, Incorporated
     (Exact name of registrant as specified in its charter)



           Delaware                         13-5416910
  (State of Incorporation)    (IRS Employer Identification No.)
                                
                                
                                
                                
              245 Summer Street, Boston, MA  02210
       (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number (including area code) (617)589-5111


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      .

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock: 12,795,290 shares as of April 30, 1997.




PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.

     The consolidated financial statements required by this Item
     for Stone & Webster, Incorporated and Subsidiaries are
     contained in Attachment A which is filed herewith and made a
     part hereof.
     
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.
     
     The Management's Discussion and Analysis of Financial
     Condition and Results of Operations required by this Item
     for Stone & Webster, Incorporated and Subsidiaries is
     contained in Attachment A which is filed herewith and made a
     part hereof.


PART II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K.

     (a)  Exhibit Index

     (4)  Instruments defining the rights of security holders,
          including indentures - As of March 31, 1997, registrant
          and its subsidiaries had outstanding long-term debt
          (excluding current portion) totaling approximately
          $23,866,000 principally in connection with mortgages
          relating to real property for a subsidiary's office
          building, and in connection with capitalized lease
          commitments for the acquisition of certain computer
          equipment.  None of these agreements are filed herewith
          because the amount of indebtedness authorized under
          each such agreement does not exceed 10 percent of the
          total assets of the registrant and its subsidiaries on
          a consolidated basis; the registrant hereby undertakes
          to furnish copies of such agreements to the Commission
          upon request.

     (27) Financial Data Schedule.

      (b) Reports on Form 8-K

     Registrant did not file any reports on Form 8-K during the
     quarter for which this report is 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.

                  STONE & WEBSTER, INCORPORATED




                          By: JEREMIAH P. CRONIN
Dated:  May 15, 1997          Jeremiah P. Cronin
                              Executive Vice President
                              (Duly authorized officer and
                               Chief Financial Officer)





                              DANIEL P. LEVY
                              Daniel P. Levy
                              Corporate Controller
                              (Principal Accounting Officer)
<PAGE>
                          ATTACHMENT A


                  Stone & Webster, Incorporated
                        and Subsidiaries
                                
                              Index

                                                     Page No.

Condensed Financial Statements: (Unaudited)

   Consolidated Statements of Operations -
     Three Months Ended March 31, 1997 and 1996         5

   Consolidated Balance Sheets -
     March 31, 1997 and December 31, 1996              6-7

   Consolidated Statements of Cash Flows -
     Three Months Ended March 31, 1997 and 1996         8

   Notes to Consolidated Financial Statements          9-11

   Management's Discussion and Analysis of
     Financial Condition and Results of Operations    12-14


         Stone & Webster, Incorporated and Subsidiaries
        Consolidated Statements of Operations (Unaudited)
(All dollar amounts, except per share amounts, are in thousands)


PART 1.  Item 1

                                          Three Months Ended
                                               March 31,
                                            1997         1996
                                                          
Revenue (Note A)                         $349,525      $305,834
Cost of revenue (Note D)                  332,400       284,089
     Gross profit                          17,125        21,745
Selling, general and administrative         8,323        11,530
 expenses (Note D)
Operating income (Notes A and D)            8,802        10,215
Other income (deductions)                            
     Interest income                          830         1,383
     Interest expense                        (427)       (2,222)
                                              403          (839)
Income before provision for income          9,205         9,376
 taxes
Income tax provision (Note B)               3,637         3,844
Net income  (Notes A, B and D)           $  5,568      $  5,532
Earnings  per share                                  
  (Notes D and H)                        $   0.43      $   0.41
Dividends declared per share             $   0.15      $   0.15
                                                     
Average number of shares outstanding   12,854,000    13,655,000

  See accompanying notes to consolidated financial statements.

         Stone & Webster, Incorporated and Subsidiaries
             Consolidated Balance Sheets (Unaudited)
 (All dollar amounts, except per share amounts, are in thousands)


                                       March 31,    December 31,
                                          1997            1996
                                           
Assets                                              
Current Assets:
  Cash and cash equivalents           $ 82,125       $ 57,887
  U.S. Government securities, at                    
   amortized cost, which                            
   approximates market (Note C)          2,003          4,006
  Accounts receivable, principally                  
   trade                               238,671        181,900
  Costs and revenues recognized in                  
   excess of billings                  139,756        110,023
  Deferred income taxes (Note B)        18,229         10,275
  Other (Note G)                           978         30,333
Total Current Assets                   481,762        394,424
Assets held for sale                    20,885         20,885
Fixed assets                                        
  At cost, less accumulated                         
   depreciation and amortization                    
   of $156,147 (1996-$154,111)         128,585        127,949
Prepaid pension cost (Note D)          134,549        129,818
Other assets                            21,627         18,989
                                                    
                                      $787,408       $692,065


  See accompanying notes to consolidated financial statements.

         Stone & Webster, Incorporated and Subsidiaries
             Consolidated Balance Sheets (Unaudited)
(All dollar amounts, except per share amounts, are in thousands)

(CONTINUED)

                                       March 31,    December 31,
                                           1997           1996
                                           
Liabilities and Shareholders' Equity               
Current Liabilities:                               
  Bank loans                          $    ---       $  5,000
  Current portion of long-term debt      1,670          1,657
  Accounts payable, principally                    
   trade                                88,166         76,551
  Billings in excess of costs and                  
   revenues recognized                 206,653        103,742
  Accrued liabilities (Note G)          62,756         91,407
  Accrued taxes                         16,075          7,164
Total Current Liabilities              375,320        285,521
Long-term debt                          23,866         24,260
Deferred income taxes (Note B)          46,870         43,142
Other liabilities                       22,175         22,009
Shareholders' Equity (Notes E and F):              
  Preferred stock
    Authorized, 2,000,000 shares of                 
     no par value; none issued             ---            ---
  Common stock                          17,731         17,731
    Authorized, 40,000,000 shares of
     $1 par value; issued, 17,731,488
     shares, including shares held in
     treasury
Capital in excess of par value of       50,498         50,480
 common stock
Retained earnings                      402,020        398,342
Cumulative translation adjustment       (2,793)        (2,280)
Less:  Common stock in treasury, at    126,870        125,724
       cost 4,931,678 shares
       (1996-4,896,870)
       Employee stock ownership and                
       restricted stock plans           21,409         21,416
Total Shareholders' Equity             319,177        317,133
                                                   
                                      $787,408       $692,065

  See accompanying notes to consolidated financial statements.
         Stone & Webster, Incorporated and Subsidiaries
        Consolidated Statements of Cash Flows (Unaudited)
(All dollar amounts, except per share amounts, are in thousands)

                                               Three Months
                                              Ended March 31,
                                             1997        1996
                                                           
Cash Flows from Operating Activities:                 
  Net income                                $5,568       $5,532
  Adjustments to reconcile net income to              
   net cash provided by operating
   activities:
    Depreciation and amortization            3,344        4,384
    Deferred income taxes                   (4,226)       1,050
    Prepaid pension cost                    (4,731)      (3,180)
    Amortization of net cost of                       
     Employee Stock Ownership Plan             290          386
    Changes in operating assets and                   
     liabilities:                                     
      Accounts receivable                  (56,771)      24,741
      Costs and revenue recognized in                 
       excess of billings                  (29,733)     (36,031)
      Accounts payable                      11,615      (10,893)
      Billings in excess of costs and                 
       revenue recognized                  102,911       (2,261)
      Accrued liabilities                      327        2,362
      Other                                  6,123        4,228
  Net cash provided (used) by operating               
   activities                               34,717       (9,682)
Cash Flows from Investing Activities:                 
  Maturities of U.S. government                       
   securities                                2,003       11,040
  Purchases of fixed assets                 (3,980)      (4,052)
  Net cash (used) provided by investing               
   activities                               (1,977)       6,988
Cash Flows from Financing Activities:                 
  Repayments of long-term debt                (381)      (1,146)
  (Decrease) increase in bank loans         (5,000)         336
Purchases of common stock for treasury      (1,200)     (18,371)
Dividends paid                              (1,921)      (2,078)
Net cash (used) by financing activities     (8,502)     (21,259)
Net increase (decrease) in Cash and Cash              
 Equivalents                                24,238      (23,953)
Cash and Cash Equivalents at Beginning                
 of Period                                  57,887       68,417
Cash and Cash Equivalents at End of                   
 Period                                    $82,125      $44,464

  See accompanying notes to consolidated financial statements.
         Stone & Webster, Incorporated and Subsidiaries
     Notes to Consolidated Financial Statements (Unaudited)
(All dollar amounts, except per share amounts, are in thousands)


(A)  Revenue and operating income by business segment were the
     following for the three months ended March 31, 1997 and
     1996:

                                              Three Months
                                             Ended March 31,
                                            1997        1996
                                                          
Revenue:                                             
  Engineering, construction and          $344,686     $301,037
   consulting services
  Cold storage and related activities       4,839        4,797
                                                     
    Total revenue                        $349,525     $305,834
                                                     
Operating income:                                    
  Engineering, construction and                      
   consulting services                     $9,990      $11,285
  Cold storage and related activities       1,160        1,202
  Other                                       ---          (50)
                                          $11,150      $12,437
General corporate expenses                 (2,348)      (2,222)
                                                     
     Total operating income                $8,802      $10,215
                                                     


(B)  The Company had a valuation allowance of $11,605 at
     December 31, 1996 for the deferred tax assets related to net
     operating loss carryforwards.  The valuation allowance at
     the end of the first quarter of 1997 was $11,134.  The net
     change in the valuation allowance for the first quarter of
     1997 was a decrease of $471, primarily due to utilization of
     the foreign net operating loss carryforwards.  The valuation
     allowance at March 31, 1997 is comprised of $6,676 relating
     to the net operating loss carryforwards of several of the
     Company's foreign subsidiaries and $4,458 relating to state
     net operating loss carryforwards.

(C)  U.S. Government securities are debt securities issued by the
     U.S. Treasury comprised entirely of U.S. Treasury bills and
     notes, which the Company intends to hold to maturity.  These
     securities have maturity dates of one year or less.  The
     aggregate fair market value of U.S. Government securities at
     March 31, 1997 and December 31, 1996 was $2,001 and $4,003,
     respectively, the amortized cost basis at March 31, 1997 and
     December 31, 1996, was $2,003 and $4,006, respectively.

(D)  Pension related items, which reduced operating costs, were
     $4,533 and $2,995 for the three months ended March 31, 1997
     and 1996, respectively.  These items increased net income by
     $2,742, or $.21 per share, and $1,832 or $.13 per share, for
     the three months ended March 31, 1997 and 1996,
     respectively.


         Stone & Webster, Incorporated and Subsidiaries
     Notes to Consolidated Financial Statements (Unaudited)
(All dollar amounts, except per share amounts, are in thousands)


(CONTINUED)

(E)  At March 31, 1997, options for 153,000 shares were
     exercisable and 271,000 shares were available for grant.
     Per share option prices ranged from $30.25 to $36.50.

     During the three months ended March 31, 1997, non-qualified
     options for 5,000 shares of Common Stock were issued to
     employees at a price of $32.125, of which 25 percent becomes
     exercisable on the first anniversary of the date of grant
     and an additional 25 percent becomes exercisable on the
     second, third and fourth anniversaries of the date of grant.
     No options were exercised.  Additionally, stock options with
     respect to 1,000 shares terminated unexercised.

A summary of stock option transactions follows:

                                   
                                          1997
                                          
       Outstanding January 1,          471,000
       Options granted                   5,000
       Options canceled                 (1,000)
       Options exercised                   ---
                                   
       Outstanding at March 31,        475,000
                                   

     The 1995 Stock Plan for non-employee directors of the
     Company was terminated effective as of December 31, 1996, by
     action of the Board of Directors, and a new 1997 Stock Plan
     for non-employee directors of the Company was adopted
     effective January 1, 1997.  Under the 1997 Stock Plan, non-
     employee directors of the Company will receive grants of
     Common Stock in payment of part of their annual retainer and
     may elect to receive director meeting fees in Common Stock.
     The total number of shares to be issued under the 1997 Stock
     Plan may not exceed 100,000 shares. Shares issued to non-
     employee directors during the three months ended March 31,
     1997, totaled 1,425.  At March 31, 1997, there were 98,575
     shares available for grant.
     
(F)  In July 1995, the Board of Directors of the Company
     authorized an increase in the share repurchase program from
     1 million to 2.5 million shares of Common Stock in open
     market transactions at prevailing prices.  The Company
     acquired 36,923 shares in the three months ended March 31,
     1997, bringing total purchases to 2,191,727 shares under
     this program.  As of March 31, 1997, the Company had
     12,799,810 shares outstanding.  The amount and timing of
     stock repurchases will depend upon market conditions, share
     price, as well as other factors.  The Company reserves the
     right to discontinue the repurchase program at any time.

         Stone & Webster, Incorporated and Subsidiaries
     Notes to Consolidated Financial Statements (Unaudited)
(All dollar amounts, except per share amounts, are in thousands)


(CONTINUED)

(G)  Payment was made in settlement of a contract related lawsuit
     regarding services performed in the 1980s for which a $2,500
     provision was recorded in 1996.  Although the Company
     continues to have possible liabilities related to
     environmental pollution and other legal actions, management
     believes, on the basis of its assessment of these matters,
     including consultation with counsel, that none of these
     pending legal actions nor such possible liabilities will
     result in payment of amounts, if any, that would have a
     material adverse effect on the consolidated financial
     statements.

(H)  Earnings per share are based on the weighted average number
     of common and common equivalent shares (stock options)
     outstanding during the period.  In February 1997, the
     Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 128 - Earnings Per Share
     (SFAS No. 128).  SFAS No. 128 specifies the computation,
     presentation, and disclosure requirements for EPS and is
     substantially similar to the standard recently issued by the
     International Accounting Standards Committee entitled
     International Accounting Standards, Earning Per Share (IAS
     33).  The Company will adopt the disclosure requirements of
     this new accounting standard for this fiscal year.  The
     impact of this accounting standard is immaterial for both
     the quarter ending March 31, 1997, and the year ending
     December 31, 1996.

(I)  These statements are unaudited, and in the opinion of
     management, include all adjustments, consisting of normal
     recurring adjustments necessary for a fair statement of the
     results for the interim periods.  The year-end balance sheet
     data was derived from audited financial statements, but does
     not include all disclosures required by generally accepted
     accounting principles.  Reference is made to the
     Consolidated Financial Statements included in the Company's
     Annual Report to Shareholders.

     Interim results of operations are not necessarily indicative
     of the results for a full year.


         Stone & Webster, Incorporated and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
(All dollar amounts, except per share amounts, are in thousands)


Item 2

Results of Operations

For the quarter ended March 31, 1997, Stone & Webster,
Incorporated reported net income of $5,568 or $.43 per share,
compared with net income of $5,532 or $0.41 per share for the
same period in 1996.  Operating income for the quarter was $8,802
compared with operating income of $10,215 for the first quarter
of 1996. Selling, general, and administrative expense for the
segment decreased by $3,207 or 28 percent in the first quarter of
1997 versus the same period in 1996.  This decrease is primarily
related to the Company's recognition in the first quarter of 1996
of a $1,832 charge related to the expected sublease loss for a
vacant floor in the New York Office.  Revenue for the quarter was
$349,525, an increase of 14 percent over the $305,834 reported in
the first quarter of 1996.  New orders were $649,935 compared
with $715,271 for the first quarter of 1996 and backlog increased
to $2,792,801 from $2,487,552 at December 31, 1996.

Components of Earnings per Share for the three months ended March
31 were:

                                              Three Months
                                             Ended March 31,
Earnings per share from:                     1997       1996
                                                          
Operations                                  $0.22      $0.46
Pension related items                        0.21       0.13
     Earnings per share from ongoing         0.43       0.59
      operations
Divested operations                           ---      (0.18)
Earnings per share                          $0.43      $0.41


Engineering, Construction And Consulting

The Company's Engineering, Construction and Consulting segment
reported revenue of $344,686 in the first quarter of 1997, an
increase of 14.5 percent from the $301,037 reported for the same
period last year.  Operating income of $9,990 for the first
quarter of 1997 compared to $11,285 in the first quarter of 1996.
Operating income for the quarter was below 1996 results because
of higher pass-through procurement costs and a larger proportion
of revenue from jobs in their early stages of completion compared
to last year when additional profit was recorded on various job
close-outs and recognition of award fees at contract completion.

New orders for the engineering, construction and consulting
segment for the first quarter were $649,935 compared with
$715,271 in 1996.  Backlog for the quarter increased to
$2,792,801 from $2,487,552 at December 31, 1996 and $2,331,234
one year ago.

         Stone & Webster, Incorporated and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
(All dollar amounts, except per share amounts, are in thousands)

Results of Operations (CONTINUED)

Orders and backlog for the three months ended March 31, 1997 and
1996 were:

                               Three Months
                             Ended March 31,
                                                    %Increase
                            1997          1996      (Decrease)
                                                         
Beginning backlog       $2,487,552    $1,917,000       30 %
Orders                     649,935       715,271       (9)%
Revenue                   (344,686)     (301,037)      15 %
                                                    
Ending backlog          $2,792,801    $2,331,234       20 %

Major new awards for the quarter include $233,000 for additional
work as managing contractor of a grassroots petrochemical complex
in Indonesia, $81,000 for engineering, procurement and
construction of a fiberboard plant, and $150,000 for engineering
and procurement of an international gas fired power facility.
Orders are the total of new orders, scope changes and
cancellations.

Cold Storage And Related Activities

The Company's Cold Storage segment reported operating income of
$1,160 and revenue of $4,839 for the first three months, compared
to $1,202 and $4,797 for the same period in 1996.

General Corporate

General Corporate expenses were $2,348 compared to $2,222 in
1996.  Interest income, net of interest expense, for the quarter
was $403 compared with a net interest expense of $839 in 1996.
The improvement is due to the divestiture of the Auburn VPS
Partnership which incurred $1,500 of interest expense in the
first quarter of 1996.

As of March 31, 1997, the cash and government securities balance
was $84,128 compared with $61,893 at December 31, 1996.  Total
debt was $25,536 compared with $30,917 at the end of 1996.  The
improvement of $27,616 in net cash/(debt) position is due to an
increased focus on working capital management.  Operating working
capital days outstanding was 21 days on March 31, 1997 compared
to 39 days one year ago.


         Stone & Webster, Incorporated and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
(All dollar amounts, except per share amounts, are in thousands)


Results of Operations (CONTINUED)


Financial Condition

Cash and cash equivalents, as shown in the Consolidated
Statements of Cash Flows, increased by $24,238 during the first
three months of 1997.  Net cash provided by operating activities
of $34,717 reflected a decrease in operating working capital
(which consists of accounts receivable and costs and revenues
recognized in excess of billings less accounts payable and
billings in excess of costs and revenues recognized), resulting
primarily from an increased focus on working capital management.
Operating working capital days outstanding was 21 days on
March 31, 1997, compared to 39 days one year ago.  Net cash used
by investing activities of $1,977 reflects purchases of fixed
assets used in the Company's operations offset by maturities of
U.S. Government securities.  Net cash used by financing
activities of $8,502 reflects the payment of dividends, repayment
of long-term debt and purchases of common stock under the
Company's ongoing share repurchase program as  explained in
Note F to the consolidated financial statements.  Total debt was
$25,536 at March 31,1997, compared to $30,917 at year-end 1996.

The Company believes that the types of businesses in which it is
engaged require that it maintain a strong financial condition.
The Company has on hand and has access to sufficient sources of
funds to meet its anticipated operating, dividend and capital
expenditure needs. Cash on hand and temporary investments provide
adequate operating liquidity.  Additional liquidity is provided
through lines of credit and revolving credit facilities which
total $431,521, of which $165,954 was available at March 31,
1997.

In the third quarter of 1996, the Company recorded a charge of
$20,137 to revalue real estate holdings in Boston and New Jersey
at fair market value.  A letter of intent to purchase the New
Jersey property, subject to customary due diligence, was accepted
by the Company in April of 1997.  The Company does not anticipate
any further writedown in connection with the New Jersey property
as a result of the transaction terms agreed in this letter of
intent.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 - Earnings
Per Share (SFAS No. 128).  SFAS No. 128 specifies the
computation, presentation, and disclosure requirements for EPS
and is substantially similar to the standard recently issued by
the International Accounting Standards Committee entitled
International Accounting Standards, Earning Per Share (IAS 33).
The Company will adopt the disclosure requirements of this new
accounting standard for this fiscal year.  The impact of this
accounting standard is immaterial for both the quarter ending
March 31, 1997, and the year ending December 31, 1996.