SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                           KIEWIT MATERIALS COMPANY
            (Exact name of registrant as specified in its charter)

               Delaware                               47-0819021
(State of incorporation or organization) (I.R.S. Employer Identification No.)

   Kiewit Plaza, Omaha, Nebraska                        68131
(Address of principal executive offices)              (Zip Code)

                           KIEWIT MATERIALS COMPANY
                            EMPLOYEE OWNERSHIP PLAN
                            (Full title of the Plan)

                             Mark E. Belmont, Esq.
                Vice President, General Counsel and Secretary
                           Kiewit Materials Company
                                 Kiewit Plaza
                             Omaha, Nebraska 68131
                                (402) 536-3661
     (Name address and telephone number, including area code, of agent for
                                     service)

CALCULATION OF REGISTRATION FEE
<TABLE>
<S>
<C>                  <C>          <C>             <C>        <C>
                                                    Proposed
                                      Proposed       Maximum
                      Amount           Maximum      Aggregate
Title of Securities   to be         Offering Price   Offering   Amount of
  to be Registered   Registered      Per Security     Price  Registration Fee
-----------------------------------------------------------------------------
Common Stock, par    1,083,381 shares(1)  $7.86    $855,050(2)     $214(3)
value $0.01 per share

6.60% Series 2001    $7,660,000          102.5%    $7,851,500(4)   $1,963(5)
</TABLE>

(1)   Includes (a) an estimated 108,785 shares of Common Stock to be sold to
      employees of the Company pursuant to this registration statement on
      Form S-8, (b) 974,596 shares of Common Stock issuable upon conversion
      of Series 2001 Convertible Debentures, and (c) such presently
      indeterminate number of shares as may be issued as a result of anti-
      dilution adjustments in accordance with the terms of the Series 2001
      Convertible Debentures.

(2)   Estimated pursuant to Rule 457 based on the proposed maximum offering
      price per security for the estimated 108,785 shares of Common Stock to
      be sold to employees of the Company pursuant to this registration
      statement on Form S-8.

(3)   The registration fee payable in respect of the shares of Common Stock
      issuable upon conversion of the Series 2001 Convertible Debentures is
      included with the registration fee for such debentures.

(4)   Estimated pursuant to Rule 457.

(5)   Such registration fee includes the fee payable in respect of the shares
      of Common Stock issuable upon conversion of the Series 2001 Convertible
      Debentures.





                                    Part I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information required by Item 1 of
this Form S-8 and the statement of availability of information of Kiewit
Materials Company (the "Company" or the "Registrant"), and other information
required by Item 2 of this Form S-8 will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
The Company shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy of any or all of the documents included in
such file.

                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

          The following documents filed with the Commission by the Company
are incorporated by reference in this Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 (File No. 000-29619) filed with the Commission on
March 29, 2001.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 filed with the Commission on May 11, 2001.

          (c)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act").

          (d)  The description of the Company's $.01 par value common stock
("Common Stock") contained in the Company's Registration Statement on Form 10
(File No. 000-29619) filed with the Commission on September 15, 2000.

          In addition, all documents filed hereafter by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

Common Stock
------------

          The description of securities registered pursuant to this
Registration Statement is incorporated by reference. See Item 3(d) above.

Debentures
----------

          The 6.60% Series 2001 Convertible Debentures ("2001 Debentures")
will be issued in fully registered form under an Indenture, dated as of
September 14, 2000 (the "Indenture"). The trustee under the Indenture is UMB
Bank National Association (the "Trustee"). The Indenture does not limit the
aggregate principal amount of debentures which may be issued and provides
that debentures may be issued from time to time in one or more series. The
aggregate principal amount of the 2001 Debentures is limited to $7,660,000.

          The 2001 Debentures will be issued on August 1, 2001, and will bear
interest payable annually on August 1 of each year and on the maturity date
at the rate of 6.60% per annum. The 2001 Debentures mature on July 31, 2011.
If the 2001 Debentures are converted into the Company's Common Stock during
the applicable one-month conversion period (see "Conversion Rights" below),
interest ceases to accrue on June 30, 2006. If the 2001 Debentures are
converted into Common Stock during one of the special conversion periods (see
"Conversion Rights" below), interest ceases to accrue on the date of
conversion.  The 2001 Debentures will be unsecured obligations of the
Company, and the holders thereof will rank equally with other unsecured
creditors of the Company in bankruptcy, including the holders of any other
series of debentures. The 2001 Debentures will be issued only in registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. The purchaser will be required to pay a premium of $25 for each
$1,000 in principal amount of the 2001 Debentures purchased.

          The Company currently has outstanding Convertible Debentures of the
2000A Series in the aggregate principal amount of $160,000, Convertible
Debentures of the 2000B Series in the aggregate principal amount of $175,000,
Convertible Debentures of the 2000C Series in the aggregate principal amount
of $335,000 and Convertible Debentures of the 2000D Series in the aggregate
principal amount of $7,224,000. These debentures were also issued under the
Indenture, which is "qualified" under the Trust Indenture Act of 1939.

          The terms of the 2001 Debentures include those stated under the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act as in effect on the date of the Indenture. Holders of the 2001
Debentures are referred to the Trust Indenture Act of 1939 and the Indenture,
the form of which is incorporated by reference into this Registration
Statement, for a complete statement of those terms. The following is a
summary of those terms and the terms of the repurchase agreements to be
executed by the holders of the 2001 Debentures.

Conversion Rights
-----------------

          Debentureholders may convert 2001 Debentures into the Company's
Common Stock from July 1, 2006 through July 31, 2006. Prior to that one-month
conversion period, the 2001 Debentures will also be convertible:

       -  for the 30-day period immediately following the holder's death;

       -  for the 30-day period immediately following a change of control of
          the Company;

       -  during the 30-day period immediately prior to redemption of the
          entire series of 2001 Debentures of which the holder's debentures
          are a part; or

       -  during the 30-day period prior to an initial registered public
          offering of the Common Stock or upon a determination by the
          Company's Board of Directors that the Common Stock is publicly
          traded.

          No other conversion period is provided for, and if the holder does
not convert to Common Stock on or prior to July 31, 2006, the conversion
right is lost. The entire principal amount (no partial conversions are
permitted) of a 2001 Debenture is convertible into whole shares of stock at a
conversion price of $7.86 (less the amount of any dividend declared during
2001 after the date of this Registration Statement and prior to the date of
issuance of the 2001 Debentures) per share, the formula price of the Common
Stock (as determined pursuant to the Company's Restated Certificate of
Incorporation) as of the date of issuance of the 2001 Debentures. A cash
payment by the debentureholder, determined with reference to the formula
price of the Common Stock on the date of conversion, is required where
necessary to avoid the issuance of fractional shares. The conversion rights
will be adjusted to reflect stock splits, stock dividends, stock
reclassifications, certain issuances of securities or certain corporate
reorganizations between the date of purchase of the 2001 Debentures and the
date of conversion.

Ownership and Transfer Restrictions
-----------------------------------

          2001 Debentures are being offered by the Company to employees whom
the Board of Directors and management determine have contributed
significantly to the growth and performance of the Company. Sales of the 2001
Debentures are conditioned upon the execution of a repurchase agreement under
which the purchaser is generally restricted from transferring the debentures
except to the Company. The repurchase agreement also requires the
debentureholder to sell the debentures of the Company back to the Company
upon the termination of the debentureholder's employment with the Company,
other than as a result of the death of the holder.  Under the repurchase
agreement, if a debentureholder dies prior to the expiration of the
applicable one-month conversion period described above and the
debentureholder's representative or estate fails to convert the
debentureholder's debentures prior to the earlier of: (1) the 30-day period
following the debentureholder's death, or (2) the expiration of the
applicable one-month conversion period, the debentureholder's representative
or estate must sell the debentureholder's debentures back to the Company.  If
a debentureholder dies on or after the expiration of the applicable one-month
conversion period, the debentureholder's representative or estate must sell
the debentureholder's debentures back to the Company.  In any of the above-
described circumstances, the Company will buy back the debentures at a price
equal to the principal amount of the debentures, together with accrued
interest from the last interest payment date to the date of such purchase at
the stated rate.  No payment will be made by the Company with respect to the
original bond premium.  In the event the Company is offered some, but not
all, of a debentureholder's debentures, the Company may purchase all of that
holder's debentures.

Redemption
----------

          Upon not less than ten (10) days' written notice, the Company may,
at its option, redeem all (but not less than all) of the debentures of any
given series at the principal amount thereof, together with accrued interest
from the last interest payment date to the date fixed for redemption at the
stated rate. No payment is made by the Company with respect to the original
bond premium. The Company may not redeem debentures of any series during the
one-month conversion period applicable to that series.

          If the date fixed for redemption is prior to the applicable one-
month conversion period for the series of debentures to be redeemed, such
debentures are convertible during the 30-day period prior to the date fixed
for redemption.

Modification of Indenture
-------------------------

          The Indenture permits modification or amendment thereof with the
consent of the holders of not less than two-thirds in principal amount of
each series of debentures, but no modification of the terms of payment,
conversion rights, or the percentage required for modification will be
effective against any debentureholder without his consent.

Events of Default and Withholding of Notice Thereof to Debenture Holders
------------------------------------------------------------------------

          The Indenture provides for the following Events of Default with
respect to each series of the debentures: (i) failure to pay interest upon
any of the debentures of such series when due, continuing for a period of
sixty (60) days and (ii) failure to pay principal of the debentures of such
series when due, continuing for a period of sixty (60) days.

          The Trustee, within ninety (90) days after the occurrence of a
default with respect to a particular series of debentures, is to give the
holders of debentures of such series notice of all defaults known to the
Trustee, unless cured prior to the giving of such notice, provided that,
except in the case of default in the payment of principal or interest on any
of the debentures of such series, the Trustee may withhold such notice if and
so long as it in good faith determines that the withholding of such notice is
in the interest of the holders of debentures of such series.

          Upon the happening and during the continuance of a default with
respect to a particular series of debentures, the Trustee may declare the
principal of all the debentures of such series and the interest accrued
thereon due and payable, but if the default is cured, the holders of a
majority of such debentures may waive all defaults and rescind such
declaration. Subject to the provisions of the Indenture relating to the
duties of the Trustee in case any such default shall have occurred and be
continuing, the Trustee will be under no obligation to exercise any of its
rights or powers at the request, order or direction of any of the debenture
holders unless they shall have offered to the Trustee reasonable security or
indemnity. A majority of the holders of outstanding debentures of such series
will have the right to direct the time, method, and place of conducting any
proceeding for exercising any remedy available to the Trustee with respect to
the debentures of such series.

The Trustee
-----------

          The Indenture contains limitations on the right of the Trustee, as
a creditor of the Company under other instruments, to obtain payment of
claims in specified cases, or to realize on certain property received in
respect of any such claim as security or otherwise.

Authentication and Delivery
---------------------------

          The debentures may be authenticated and delivered upon the written
order of the Company without any further corporate action.

Satisfaction and Discharge of Indenture
---------------------------------------

          The Indenture may be discharged upon payment or redemption of all
of the debentures or upon deposit with the Trustee of funds sufficient
therefor.

Item 5.   Interests of Named Experts and Counsel.

          The legality of the securities registered pursuant to this
Registration Statement has been passed upon for the Company by Mark E.
Belmont. Mr. Belmont, General Counsel, is an employee of the Company. Mr.
Belmont owns shares of Common Stock, and will be offered the opportunity to
purchase securities in this offering.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director, officer,
employee or agent of another corporation or enterprise. A corporation may, in
advance of the final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses (including
attorneys' fees) incurred by an officer, director, employee or agent in
defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A corporation may indemnify
such person against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

          A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudicated to be
liable to the corporation.  Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses (including
attorneys' fees) which he or she actually and reasonably incurred in
connection therewith.  The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.

          In accordance with Section 145 of the DGCL, Article X of the
Company's Restated Certificate of Incorporation ("Certificate") and Article
VIII of the Company's Amended and Restated By-Laws ("By-Laws") provide that
the Company shall indemnify each person who is or was a director, officer or
employee of the Company (including the heirs, executors, administrators or
estate of such person) or is or was serving at the request of the Company as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted under
subsections 145(a), (b) and (c) of the DGCL or any successor statute.  The
indemnification provided by the Certificate and the By-Laws shall not be
deemed exclusive of any other rights to which any of those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          Section 145 of the DGCL also empowers a Delaware corporation to
purchase and maintain insurance on behalf of its officers and directors
against any liability asserted against them incurred while acting in such
capacities or arising out of their status as such. The Company does maintain
such insurance.

          Article Eleventh of the Certificate provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.

Item 7.   Exemption from Registration Claimed.
          No restricted securities are to be reoffered or resold pursuant to
this Registration Statement.

Item 8.   Exhibits.

          Exhibits filed as a part of this Registration Statement are listed
below. Exhibits incorporated by reference are indicated in parentheses.

Exhibit Number                            Description
---------------                           -----------
     4.1            Restated Certificate of Incorporation of Kiewit Materials
                    Company (Exhibit 3.1 to Amendment No. 5 to Kiewit
                    Materials Company's Registration Statement on Form 10,
                    filed with the Securities and Exchange Commission on
                    September 15, 2000).

     4.2            Amended and Restated By-laws of Kiewit Materials Company
                    (Exhibit 3.2 to Amendment No. 5 to Kiewit Materials
                    Company's Registration Statement on Form 10, filed with
                    the Securities and Exchange Commission on September 15,
                    2000).

     4.3            Indenture, dated as of September 14, 2000, by and between
                    Kiewit Materials Company and UMB Bank, N.A., as Trustee
                    (Exhibit 4.1 to Kiewit Materials Company's Quarterly
                    Report on Form 10-Q for the quarter ended June 30, 2000,
                    filed with the Securities and Exchange Commission on
                    September 22, 2000).

     4.4            Form of 2001 Debenture.

     4.5            Form of Repurchase Agreement for Convertible Debentures
                    (Exhibit 4.15 to Amendment No. 4 to the Kiewit Materials
                    Company and Peter Kiewit Sons', Inc.'s Joint Registration
                    Statement on Form S-4, filed with the Securities and
                    Exchange Commission on August 8, 2000).

     5.1            Opinion of Mark E. Belmont, Esq., with respect to
                    legality of securities being registered.

     23.1           Consent of PricewaterhouseCoopers LLP.

     23.2           Consent of Counsel (included in Exhibit 5.1).

     99.1           Form T-1 Statement of Eligibility of Trustee (Exhibit
                    25.2 to Amendment No. 3 to Kiewit Materials Company and
                    Peter Kiewit Sons', Inc.'s Joint Registration Statement
                    on Form S-4, filed with the Securities and Exchange
                    Commission on July 28, 2000).

Item 9.   Undertakings.
          (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

          (iii)  To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement,

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

          (c)  The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

          (d)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of issue.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska on June 7, 2001.

                                             KIEWIT MATERIALS COMPANY

                                             By:  /s/ Christopher J. Murphy
                                             -------------------------------
                                             Christopher J. Murphy
                                             President and Chief Executive
                                             Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Name                                    Title                      Date
----                                    -----                      ----

/s/ Christopher J. Murphy
-------------------------  President, Chief Executive Officer   June 7, 2001
Christopher J. Murphy      and Director

/s/ Donald E. Bowman
-------------------------  Vice President and Chief Financial   June 7, 2001
Donald E. Bowman           Officer

/s/ Todd A. Freyer
-------------------------  Controller                           June 7, 2001
Todd A. Freyer

/s/ Richard W. Colf
-------------------------  Director                             June 7, 2001
Richard W. Colf

/s/ Bruce E. Grewcock
-------------------------  Director                             June 7, 2001
Bruce E. Grewcock

/s/ William L. Grewcock
-------------------------  Director                             June 7, 2001
William L. Grewcock

/s/ Richard Geary
-------------------------  Director                             June 7, 2001
Richard Geary

/s/ James Goodwin
-------------------------  Director                             June 7, 2001
James Goodwin

/s/ Walter Scott, Jr.
-------------------------  Director                             June 7, 2001
Walter Scott, Jr.

/s/ Kenneth E. Stinson
-------------------------  Chairman of the Board of Directors   June 7, 2001
Kenneth E. Stinson











                          KIEWIT MATERIALS COMPANY
                               INDEX TO EXHIBITS

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

     4.1          Restated Certificate of Incorporation of Kiewit Materials
                  Company (Exhibit 3.1 to Amendment No. 5 to Kiewit Materials
                  Company's Registration Statement on Form 10, filed with the
                  Securities and Exchange Commission on September 15, 2000).

     4.2          Amended and Restated By-laws of Kiewit Materials Company
                  (Exhibit 3.2 to Amendment No. 5 to Kiewit Materials
                  Company's Registration Statement on Form 10, filed with
                  the Securities and Exchange Commission on September 15,
                  2000).

     4.3          Indenture, dated as of September 14, 2000, by and between
                  Kiewit Materials Company and UMB Bank, N.A., as Trustee
                  (Exhibit 4.1 to Kiewit Materials Company's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 2000, filed
                  with the Securities and Exchange Commission on September
                  22, 2000).

     4.4          Form of 2001 Debenture.

     4.5          Form of Repurchase Agreement for Convertible Debentures
                  (Exhibit 4.15 to Amendment No. 4 to the Kiewit Materials
                  Company and Peter Kiewit Sons', Inc.'s Joint Registration
                  Statement on Form S-4, filed with the Securities and
                  Exchange Commission on August 8, 2000).

     5.1          Opinion of Mark E. Belmont, Esq., with respect to legality
                  of securities being registered.

     23.1         Consent of PricewaterhouseCoopers LLP.

     23.2         Consent of Counsel (included in Exhibit 5.1).

     99.1         Form T-1 Statement of Eligibility of Trustee (Exhibit 25.2
                  to Amendment No. 3 to Kiewit Materials Company and Peter
                  Kiewit Sons', Inc.'s Joint Registration Statement on Form
                  S-4, filed with the Securities and Exchange Commission on
                  July 28, 2000).
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                           KIEWIT MATERIALS COMPANY
            (Exact name of registrant as specified in its charter)

               Delaware                               47-0819021
(State of incorporation or organization) (I.R.S. Employer Identification No.)

   Kiewit Plaza, Omaha, Nebraska                        68131
(Address of principal executive offices)              (Zip Code)

                           KIEWIT MATERIALS COMPANY
                            EMPLOYEE OWNERSHIP PLAN
                            (Full title of the Plan)

                             Mark E. Belmont, Esq.
                Vice President, General Counsel and Secretary
                           Kiewit Materials Company
                                 Kiewit Plaza
                             Omaha, Nebraska 68131
                                (402) 536-3661
     (Name address and telephone number, including area code, of agent for
                                     service)

CALCULATION OF REGISTRATION FEE
Proposed
                                      Proposed       Maximum
                      Amount           Maximum      Aggregate
Title of Securities   to be         Offering Price   Offering   Amount of
  to be Registered   Registered      Per Security     Price  Registration Fee
-----------------------------------------------------------------------------
Common Stock, par    1,083,381 shares(1)  $7.86    $855,050(2)     $214(3)
value $0.01 per share

6.60% Series 2001    $7,660,000          102.5%    $7,851,500(4)   $1,963(5)
(1)   Includes (a) an estimated 108,785 shares of Common Stock to be sold to
      employees of the Company pursuant to this registration statement on
      Form S-8, (b) 974,596 shares of Common Stock issuable upon conversion
      of Series 2001 Convertible Debentures, and (c) such presently
      indeterminate number of shares as may be issued as a result of anti-
      dilution adjustments in accordance with the terms of the Series 2001
      Convertible Debentures.

(2)   Estimated pursuant to Rule 457 based on the proposed maximum offering
      price per security for the estimated 108,785 shares of Common Stock to
      be sold to employees of the Company pursuant to this registration
      statement on Form S-8.

(3)   The registration fee payable in respect of the shares of Common Stock
      issuable upon conversion of the Series 2001 Convertible Debentures is
      included with the registration fee for such debentures.

(4)   Estimated pursuant to Rule 457.

(5)   Such registration fee includes the fee payable in respect of the shares
      of Common Stock issuable upon conversion of the Series 2001 Convertible
      Debentures.

                                    Part I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information required by Item 1 of
this Form S-8 and the statement of availability of information of Kiewit
Materials Company (the "Company" or the "Registrant"), and other information
required by Item 2 of this Form S-8 will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
The Company shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy of any or all of the documents included in
such file.

                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

          The following documents filed with the Commission by the Company
are incorporated by reference in this Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 (File No. 000-29619) filed with the Commission on
March 29, 2001.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 filed with the Commission on May 11, 2001.

          (c)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act").

          (d)  The description of the Company's $.01 par value common stock
("Common Stock") contained in the Company's Registration Statement on Form 10
(File No. 000-29619) filed with the Commission on September 15, 2000.

          In addition, all documents filed hereafter by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

Common Stock
------------

          The description of securities registered pursuant to this
Registration Statement is incorporated by reference. See Item 3(d) above.

Debentures
----------

          The 6.60% Series 2001 Convertible Debentures ("2001 Debentures")
will be issued in fully registered form under an Indenture, dated as of
September 14, 2000 (the "Indenture"). The trustee under the Indenture is UMB
Bank National Association (the "Trustee"). The Indenture does not limit the
aggregate principal amount of debentures which may be issued and provides
that debentures may be issued from time to time in one or more series. The
aggregate principal amount of the 2001 Debentures is limited to $7,660,000.

          The 2001 Debentures will be issued on August 1, 2001, and will bear
interest payable annually on August 1 of each year and on the maturity date
at the rate of 6.60% per annum. The 2001 Debentures mature on July 31, 2011.
If the 2001 Debentures are converted into the Company's Common Stock during
the applicable one-month conversion period (see "Conversion Rights" below),
interest ceases to accrue on June 30, 2006. If the 2001 Debentures are
converted into Common Stock during one of the special conversion periods (see
"Conversion Rights" below), interest ceases to accrue on the date of
conversion.  The 2001 Debentures will be unsecured obligations of the
Company, and the holders thereof will rank equally with other unsecured
creditors of the Company in bankruptcy, including the holders of any other
series of debentures. The 2001 Debentures will be issued only in registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. The purchaser will be required to pay a premium of $25 for each
$1,000 in principal amount of the 2001 Debentures purchased.

          The Company currently has outstanding Convertible Debentures of the
2000A Series in the aggregate principal amount of $160,000, Convertible
Debentures of the 2000B Series in the aggregate principal amount of $175,000,
Convertible Debentures of the 2000C Series in the aggregate principal amount
of $335,000 and Convertible Debentures of the 2000D Series in the aggregate
principal amount of $7,224,000. These debentures were also issued under the
Indenture, which is "qualified" under the Trust Indenture Act of 1939.

          The terms of the 2001 Debentures include those stated under the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act as in effect on the date of the Indenture. Holders of the 2001
Debentures are referred to the Trust Indenture Act of 1939 and the Indenture,
the form of which is incorporated by reference into this Registration
Statement, for a complete statement of those terms. The following is a
summary of those terms and the terms of the repurchase agreements to be
executed by the holders of the 2001 Debentures.

Conversion Rights
-----------------

          Debentureholders may convert 2001 Debentures into the Company's
Common Stock from July 1, 2006 through July 31, 2006. Prior to that one-month
conversion period, the 2001 Debentures will also be convertible:

       -  for the 30-day period immediately following the holder's death;

       -  for the 30-day period immediately following a change of control of
          the Company;

       -  during the 30-day period immediately prior to redemption of the
          entire series of 2001 Debentures of which the holder's debentures
          are a part; or

       -  during the 30-day period prior to an initial registered public
          offering of the Common Stock or upon a determination by the
          Company's Board of Directors that the Common Stock is publicly
          traded.

          No other conversion period is provided for, and if the holder does
not convert to Common Stock on or prior to July 31, 2006, the conversion
right is lost. The entire principal amount (no partial conversions are
permitted) of a 2001 Debenture is convertible into whole shares of stock at a
conversion price of $7.86 (less the amount of any dividend declared during
2001 after the date of this Registration Statement and prior to the date of
issuance of the 2001 Debentures) per share, the formula price of the Common
Stock (as determined pursuant to the Company's Restated Certificate of
Incorporation) as of the date of issuance of the 2001 Debentures. A cash
payment by the debentureholder, determined with reference to the formula
price of the Common Stock on the date of conversion, is required where
necessary to avoid the issuance of fractional shares. The conversion rights
will be adjusted to reflect stock splits, stock dividends, stock
reclassifications, certain issuances of securities or certain corporate
reorganizations between the date of purchase of the 2001 Debentures and the
date of conversion.

Ownership and Transfer Restrictions
-----------------------------------

          2001 Debentures are being offered by the Company to employees whom
the Board of Directors and management determine have contributed
significantly to the growth and performance of the Company. Sales of the 2001
Debentures are conditioned upon the execution of a repurchase agreement under
which the purchaser is generally restricted from transferring the debentures
except to the Company. The repurchase agreement also requires the
debentureholder to sell the debentures of the Company back to the Company
upon the termination of the debentureholder's employment with the Company,
other than as a result of the death of the holder.  Under the repurchase
agreement, if a debentureholder dies prior to the expiration of the
applicable one-month conversion period described above and the
debentureholder's representative or estate fails to convert the
debentureholder's debentures prior to the earlier of: (1) the 30-day period
following the debentureholder's death, or (2) the expiration of the
applicable one-month conversion period, the debentureholder's representative
or estate must sell the debentureholder's debentures back to the Company.  If
a debentureholder dies on or after the expiration of the applicable one-month
conversion period, the debentureholder's representative or estate must sell
the debentureholder's debentures back to the Company.  In any of the above-
described circumstances, the Company will buy back the debentures at a price
equal to the principal amount of the debentures, together with accrued
interest from the last interest payment date to the date of such purchase at
the stated rate.  No payment will be made by the Company with respect to the
original bond premium.  In the event the Company is offered some, but not
all, of a debentureholder's debentures, the Company may purchase all of that
holder's debentures.

Redemption
----------

          Upon not less than ten (10) days' written notice, the Company may,
at its option, redeem all (but not less than all) of the debentures of any
given series at the principal amount thereof, together with accrued interest
from the last interest payment date to the date fixed for redemption at the
stated rate. No payment is made by the Company with respect to the original
bond premium. The Company may not redeem debentures of any series during the
one-month conversion period applicable to that series.

          If the date fixed for redemption is prior to the applicable one-
month conversion period for the series of debentures to be redeemed, such
debentures are convertible during the 30-day period prior to the date fixed
for redemption.

Modification of Indenture
-------------------------

          The Indenture permits modification or amendment thereof with the
consent of the holders of not less than two-thirds in principal amount of
each series of debentures, but no modification of the terms of payment,
conversion rights, or the percentage required for modification will be
effective against any debentureholder without his consent.

Events of Default and Withholding of Notice Thereof to Debenture Holders
------------------------------------------------------------------------

          The Indenture provides for the following Events of Default with
respect to each series of the debentures: (i) failure to pay interest upon
any of the debentures of such series when due, continuing for a period of
sixty (60) days and (ii) failure to pay principal of the debentures of such
series when due, continuing for a period of sixty (60) days.

          The Trustee, within ninety (90) days after the occurrence of a
default with respect to a particular series of debentures, is to give the
holders of debentures of such series notice of all defaults known to the
Trustee, unless cured prior to the giving of such notice, provided that,
except in the case of default in the payment of principal or interest on any
of the debentures of such series, the Trustee may withhold such notice if and
so long as it in good faith determines that the withholding of such notice is
in the interest of the holders of debentures of such series.

          Upon the happening and during the continuance of a default with
respect to a particular series of debentures, the Trustee may declare the
principal of all the debentures of such series and the interest accrued
thereon due and payable, but if the default is cured, the holders of a
majority of such debentures may waive all defaults and rescind such
declaration. Subject to the provisions of the Indenture relating to the
duties of the Trustee in case any such default shall have occurred and be
continuing, the Trustee will be under no obligation to exercise any of its
rights or powers at the request, order or direction of any of the debenture
holders unless they shall have offered to the Trustee reasonable security or
indemnity. A majority of the holders of outstanding debentures of such series
will have the right to direct the time, method, and place of conducting any
proceeding for exercising any remedy available to the Trustee with respect to
the debentures of such series.

The Trustee
-----------

          The Indenture contains limitations on the right of the Trustee, as
a creditor of the Company under other instruments, to obtain payment of
claims in specified cases, or to realize on certain property received in
respect of any such claim as security or otherwise.

Authentication and Delivery
---------------------------

          The debentures may be authenticated and delivered upon the written
order of the Company without any further corporate action.

Satisfaction and Discharge of Indenture
---------------------------------------

          The Indenture may be discharged upon payment or redemption of all
of the debentures or upon deposit with the Trustee of funds sufficient
therefor.

Item 5.   Interests of Named Experts and Counsel.

          The legality of the securities registered pursuant to this
Registration Statement has been passed upon for the Company by Mark E.
Belmont. Mr. Belmont, General Counsel, is an employee of the Company. Mr.
Belmont owns shares of Common Stock, and will be offered the opportunity to
purchase securities in this offering.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director, officer,
employee or agent of another corporation or enterprise. A corporation may, in
advance of the final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses (including
attorneys' fees) incurred by an officer, director, employee or agent in
defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A corporation may indemnify
such person against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

          A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudicated to be
liable to the corporation.  Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses (including
attorneys' fees) which he or she actually and reasonably incurred in
connection therewith.  The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.

          In accordance with Section 145 of the DGCL, Article X of the
Company's Restated Certificate of Incorporation ("Certificate") and Article
VIII of the Company's Amended and Restated By-Laws ("By-Laws") provide that
the Company shall indemnify each person who is or was a director, officer or
employee of the Company (including the heirs, executors, administrators or
estate of such person) or is or was serving at the request of the Company as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted under
subsections 145(a), (b) and (c) of the DGCL or any successor statute.  The
indemnification provided by the Certificate and the By-Laws shall not be
deemed exclusive of any other rights to which any of those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          Section 145 of the DGCL also empowers a Delaware corporation to
purchase and maintain insurance on behalf of its officers and directors
against any liability asserted against them incurred while acting in such
capacities or arising out of their status as such. The Company does maintain
such insurance.

          Article Eleventh of the Certificate provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.

Item 7.   Exemption from Registration Claimed.
          No restricted securities are to be reoffered or resold pursuant to
this Registration Statement.

Item 8.   Exhibits.

          Exhibits filed as a part of this Registration Statement are listed
below. Exhibits incorporated by reference are indicated in parentheses.

Exhibit Number                            Description
---------------                           -----------
     4.1            Restated Certificate of Incorporation of Kiewit Materials
                    Company (Exhibit 3.1 to Amendment No. 5 to Kiewit
                    Materials Company's Registration Statement on Form 10,
                    filed with the Securities and Exchange Commission on
                    September 15, 2000).

     4.2            Amended and Restated By-laws of Kiewit Materials Company
                    (Exhibit 3.2 to Amendment No. 5 to Kiewit Materials
                    Company's Registration Statement on Form 10, filed with
                    the Securities and Exchange Commission on September 15,
                    2000).

     4.3            Indenture, dated as of September 14, 2000, by and between
                    Kiewit Materials Company and UMB Bank, N.A., as Trustee
                    (Exhibit 4.1 to Kiewit Materials Company's Quarterly
                    Report on Form 10-Q for the quarter ended June 30, 2000,
                    filed with the Securities and Exchange Commission on
                    September 22, 2000).

     4.4            Form of 2001 Debenture.

     4.5            Form of Repurchase Agreement for Convertible Debentures
                    (Exhibit 4.15 to Amendment No. 4 to the Kiewit Materials
                    Company and Peter Kiewit Sons', Inc.'s Joint Registration
                    Statement on Form S-4, filed with the Securities and
                    Exchange Commission on August 8, 2000).

     5.1            Opinion of Mark E. Belmont, Esq., with respect to
                    legality of securities being registered.

     23.1           Consent of PricewaterhouseCoopers LLP.

     23.2           Consent of Counsel (included in Exhibit 5.1).

     99.1           Form T-1 Statement of Eligibility of Trustee (Exhibit
                    25.2 to Amendment No. 3 to Kiewit Materials Company and
                    Peter Kiewit Sons', Inc.'s Joint Registration Statement
                    on Form S-4, filed with the Securities and Exchange
                    Commission on July 28, 2000).

Item 9.   Undertakings.
          (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

          (iii)  To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement,

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

          (c)  The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

          (d)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of issue.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska on June 7, 2001.

                                             KIEWIT MATERIALS COMPANY

                                             By:  /s/ Christopher J. Murphy
                                             -------------------------------
                                             Christopher J. Murphy
                                             President and Chief Executive
                                             Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Name                                    Title                      Date
----                                    -----                      ----

/s/ Christopher J. Murphy
-------------------------  President, Chief Executive Officer   June 7, 2001
Christopher J. Murphy      and Director

/s/ Donald E. Bowman
-------------------------  Vice President and Chief Financial   June 7, 2001
Donald E. Bowman           Officer

/s/ Todd A. Freyer
-------------------------  Controller                           June 7, 2001
Todd A. Freyer

/s/ Richard W. Colf
-------------------------  Director                             June 7, 2001
Richard W. Colf

/s/ Bruce E. Grewcock
-------------------------  Director                             June 7, 2001
Bruce E. Grewcock

/s/ William L. Grewcock
-------------------------  Director                             June 7, 2001
William L. Grewcock

/s/ Richard Geary
-------------------------  Director                             June 7, 2001
Richard Geary

/s/ James Goodwin
-------------------------  Director                             June 7, 2001
James Goodwin

/s/ Walter Scott, Jr.
-------------------------  Director                             June 7, 2001
Walter Scott, Jr.

/s/ Kenneth E. Stinson
-------------------------  Chairman of the Board of Directors   June 7, 2001
Kenneth E. Stinson

                          KIEWIT MATERIALS COMPANY
                               INDEX TO EXHIBITS

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

     4.1          Restated Certificate of Incorporation of Kiewit Materials
                  Company (Exhibit 3.1 to Amendment No. 5 to Kiewit Materials
                  Company's Registration Statement on Form 10, filed with the
                  Securities and Exchange Commission on September 15, 2000).

     4.2          Amended and Restated By-laws of Kiewit Materials Company
                  (Exhibit 3.2 to Amendment No. 5 to Kiewit Materials
                  Company's Registration Statement on Form 10, filed with
                  the Securities and Exchange Commission on September 15,
                  2000).

     4.3          Indenture, dated as of September 14, 2000, by and between
                  Kiewit Materials Company and UMB Bank, N.A., as Trustee
                  (Exhibit 4.1 to Kiewit Materials Company's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 2000, filed
                  with the Securities and Exchange Commission on September
                  22, 2000).

     4.4          Form of 2001 Debenture.

     4.5          Form of Repurchase Agreement for Convertible Debentures
                  (Exhibit 4.15 to Amendment No. 4 to the Kiewit Materials
                  Company and Peter Kiewit Sons', Inc.'s Joint Registration
                  Statement on Form S-4, filed with the Securities and
                  Exchange Commission on August 8, 2000).

     5.1          Opinion of Mark E. Belmont, Esq., with respect to legality
                  of securities being registered.

     23.1         Consent of PricewaterhouseCoopers LLP.

     23.2         Consent of Counsel (included in Exhibit 5.1).

     99.1         Form T-1 Statement of Eligibility of Trustee (Exhibit 25.2
                  to Amendment No. 3 to Kiewit Materials Company and Peter
                  Kiewit Sons', Inc.'s Joint Registration Statement on Form
                  S-4, filed with the Securities and Exchange Commission on
                  July 28, 2000).