AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1998
                                                  REGISTRATION NO.  ________
============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                           THE TURNER CORPORATION
           (Exact name of registrant as specified in its charter)

           DELAWARE                                    13-3209884
 (State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification Number)

                             375 HUDSON STREET
                          NEW YORK, NEW YORK 10014
                     (Address of registrant's principal
                             executive offices)

                           THE TURNER CORPORATION
                         1998 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                             SARA J. GOZO, ESQ.
               VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           THE TURNER CORPORATION
                             375 HUDSON STREET
                          NEW YORK, NEW YORK 10014
                               (212) 229-6000
         (Name, address, and telephone number of agent for service)


<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE

=================================================================================================================
                                                            PROPOSED                  
                                                            MAXIMUM          PROPOSED          AMOUNT OF
                                                            OFFERING         MAXIMUM          REGISTRATION FEE
       TITLE OF SECURITIES               AMOUNT TO BE       PRICE PER       AGGREGATE    
        TO BE REGISTERED                REGISTERED(1)       SHARE (2)      OFFERING PRICE
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>           <C>                 <C>      
Common Stock, par value $1.00(1)(3)     750,000 shares      $16.125       $12,093,750         $3,567.66
=================================================================================================================

<FN>
(1)  If  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions,  the number of shares of Common  Stock  purported  to be
     registered on this Registration  Statement changes,  the provisions of
     Rule 416 shall apply to this Registration Statement.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant  to Rule  457(c)  based upon the  average of the high and low
     prices of the Common Stock of The Turner  Corporation  on the American
     Stock  Exchange,  as of August 12, 1998,  a date within five  business
     days of the date on which this registration statement is being filed.

(3)  The  Registration  Statement  also  pertains  to  rights  to  purchase
     Preferred  Stock (or other  securities)  ("Rights") of the Registrant.
     Upon the occurrence of certain  prescribed  events,  one Right will be
     issued for each share of Common  Stock.  Until the  occurrence of such
     events,  the  Rights are not  exercisable,  will be  evidenced  by the
     certificate  for the Common Stock and will be  transferred  along with
     and only with the Common Stock.
</FN>
</TABLE>


                                   PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Pursuant to the requirements of the Note to Part I of Form S-8
and Rule 428(b)(1) of the Rules under the Securities Act of 1933, as
amended (the "Securities Act"), the information required by Part I of Form
S-8 is included in two documents titled "Information About Your Stock
Options" dated July 1998 and "Description of The Turner Corporation 1998
Stock Incentive Plan" dated July 1998, distributed to participants in The
Turner Corporation 1998 Stock Incentive Plan (the "Plan") of The Turner
Corporation (the "Company"). These documents constitute a Section 10(a)
Prospectus.

PROSPECTUS FOR RESALES

          The material which follows, up to but not including the page
beginning Part II of this Registration Statement, constitutes a prospectus,
prepared on Form S-3, in accordance with General Instruction C to Form S-8,
to be used in connection with resales of securities acquired under the Plan
by affiliates of the Company, as defined in Rule 405 under the Securities
Act.
<PAGE>
PROSPECTUS









                           THE TURNER CORPORATION

                                COMMON STOCK

                        (PAR VALUE $1.00 PER SHARE)




          This Prospectus relates to shares of Common Stock of The Turner
Corporation (the "Company") which may be offered from time to time by the
people named under "Selling Security Holders" on the American Stock
Exchange, where the Company's Common Stock is listed or in other markets
where the Common Stock may be traded, or in negotiated transactions, at
prices and on terms then available. The respective Selling Security Holders
will pay any brokerage fees or commissions related to sales by them. See
"Method of Sale." The Company will receive no part of the proceeds of any
such sales. The principal executive office of the Company is located at 375
Hudson Street, New York, New York 10014 (Telephone No. (212) 229-6000).


  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
      ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                    THE CONTRARY IS A CRIMINAL OFFENSE.


          The expenses of preparing and filing the Registration Statement
of which this Prospectus is a part are being borne by the Company.



                  ----------------------------------------




              The date of this Prospectus is August 18, 1998


                             TABLE OF CONTENTS

AVAILABLE INFORMATION......................................................4
INCORPORATION BY REFERENCE.................................................4
SELLING SECURITY HOLDERS...................................................4
METHOD OF SALE.............................................................5
SEC POSITION REGARDING INDEMNIFICATION.....................................5


                           AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance with the Exchange Act files reports and other information with
the Securities and Exchange Commission (the "Commission"). All reports,
proxy statements and other information filed with the Commission by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of that material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site that contains reports, proxy statements and other
information regarding registrants that file electronically with the
Commission. The address of that web site is http://www.sec.gov. The
Company's common stock is listed on the American Stock Exchange. Reports,
proxy statements and other information filed by the Company can be
inspected at the offices of the American Stock Exchange, 86 Trinity Place,
New York, New York 10006-1881.

                         INCORPORATION BY REFERENCE

          The Company incorporates by reference into this Prospectus (a)
the Company's Annual Report on Form 10-K for the year ended December 31,
1997, (b) the Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998, (c) Form 8-K of the
Company dated August 14, 1998 (d) the description of the common stock of
the Company, $1 par value per share (the "Common Stock"), contained in the
Company's Registration Statement on Form S-14 dated April 3, 1984, as
supplemented by the Company's Proxy Statement dated April 3, 1986, relating
to its 1986 Annual Meeting of Stockholders, and (e) the description of the
Shareholders' Rights Agreement contained in the Company's Registration
Statement on Form 8-A dated September 9, 1988. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 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, will be deemed to be incorporated by
reference in this Registration Statement and to be a part of it from the
date of filing such documents. Copies of all documents which are
incorporated by reference will be provided without charge to anyone to whom
this prospectus is delivered upon a written or oral request to The Turner
Corporation, 375 Hudson Street, New York, New York 10014, Attention: Sara
J. Gozo, Esq., telephone number (212) 229-6000.

                         SELLING SECURITY HOLDERS

          This Prospectus relates to possible sales by officers and
directors of the Company of shares of Common Stock acquired by them
pursuant to The Turner Corporation 1998 Stock Incentive Plan (the "Plan")
of the Company. The names of those Selling Securities Holders are not known
by the Company at this time and will be provided by the Company, along with
the number of shares of Common Stock owned by each of them and the number
of shares to be resold, in a supplement to this Prospectus pursuant to
General Instruction C(3) to Form S-8 and Rule 424(b) under the Securities
Act.

                               METHOD OF SALE

          The Company anticipates that any sales of the shares offered by
this Prospectus by Selling Security Holders will be made to the public on
the American Stock Exchange, where the Company's Common Stock is listed, or
in other markets where the Company's Common Stock may be traded, or in
negotiated transactions. The Company anticipates that sales will be at
prices current when the sales take place. Sales may involve payment of
brokers' commissions by Selling Security Holders. There is no present plan
of distribution. 

                  SEC POSITION REGARDING INDEMNIFICATION

          The Company's by-laws require indemnification of officers and
directors to the fullest extent permitted by Delaware law. This includes
instances in which they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company and,
with respect to criminal proceedings, without reasonable belief that their
action was unlawful.

          Insofar as indemnification for liabilities arising under the
Securities Act might be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company
has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

          The following documents, which have been filed by The Turner
Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration
Statement as of their respective dates:

               (a) The Annual Report of the Company on Form 10-K for the
          fiscal year ended December 31, 1997;

               (b) The Quarterly Reports of the Company on Form 10-Q for
          the quarters ended March 31, 1998 and June 30, 1998;

               (c) Form 8-K of the Company dated August 14, 1998;

               (d) The description of the common stock of the Company, $1
          par value per share (the "Common Stock"), contained in the
          Company's Registration Statement on Form S-14 dated April 3,
          1984, as supplemented by the Company's Proxy Statement dated
          April 3, 1986, relating to its 1986 Annual Meeting of
          Stockholders; and

               (e) The description of the Shareholders' Rights Agreement
          contained in the Company's Registration Statement on Form 8-A
          dated September 9, 1988.

          All documents filed subsequent to the date hereof by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof. 

     Item 4. Description of Securities 

          Not Applicable. 

     Item 5. Interests of Named Experts and Counsel

          Not Applicable.

     Item 6. Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of Delaware gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations. That
indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-laws, agreement, vote of
stockholders or otherwise.

          Article VIII of the by-laws of the Company makes mandatory the
indemnification expressly authorized under the Delaware General Corporation
Law. The applicable standard is that the individual acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

          The Company has purchased insurance which insures officers and
directors of the Company against loss arising from claims by reason of
their legal liability for acts as officers and directors.

     Item 7. Exemption from Registration Claimed

          Not Applicable.

     Item 8. Exhibits

          The following documents are filed or incorporated by reference in
this Registration Statement:

   Exhibit No.                       Description of Exhibit
   -----------                       ----------------------

     4.1            Certificate of Incorporation, as amended, incorporated
                    herein by reference to Exhibit 3 to the Registration
                    Statement on Form S-14 of the Company, No. 2-90235.
                    Amendments dated May 19, 1986, September 12, 1988 and
                    July 10, 1989 incorporated herein by reference to
                    Exhibit 3(a) to the Company's 1989 Annual Report on
                    Form 10-K.

     4.2            By-laws, as amended, incorporated herein by reference
                    to Exhibit 3(b) to the Company's 1997 Annual Report on
                    Form 10-K.

     4.3            The Turner Corporation 1998 Stock Incentive Plan.

     4.4            Shareholder's Rights Agreement, between the Company and
                    Morgan Shareholder Services Trust Company and Rights
                    Agent, dated as of September 9, 1988, incorporated
                    herein by reference to the Registration Statement on
                    Form 8-A dated September 9, 1988.

     5              Opinion of Fried, Frank, Harris, Shriver & Jacobson as
                    to the legality of the securities being registered.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (counsel) (included in Exhibit 5).

     24             Powers of Attorney (included herein on signature
                    pages).

     Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

     A.   to file,  during  any  period in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

          1.   to include any  prospectus  required by Section  10(a)(3) of
               the Securities Act;

          2.   to reflect  in the  prospectus  any facts or events  arising
               after the effective date of this Registration  Statement (or
               the  most  recent  post-effective  amendment  hereto)  which
               individually  or in the  aggregate,  represent a fundamental
               change in the  information  set  forth in this  Registration
               Statement.  Notwithstanding  the foregoing,  any increase or
               decrease  in  volume  of  securities  offered  (if the total
               dollar  value of  securities  offered  would not exceed that
               which was registered) and any deviation from the low or high
               end of the estimated maximum offering range may be reflected
               in the form of prospectus filed with the Commission pursuant
               to Rule 424(b) if, in the  aggregate,  the changes in volume
               and price  represent  no more than 20 percent  change in the
               maximum   aggregate   offering   price   set  forth  in  the
               "Calculation  of  Registration  Fee" table in the  effective
               Registration Statement; and

          3.   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 this
               Registration Statement;

          provided,  however, that paragraphs A.1. and A.2. shall not apply
          if the  information  required to be included in a  post-effective
          amendment by those  paragraphs  is contained in periodic  reports
          filed by the  registrant  pursuant to Section 13 or Section 15(d)
          of the  Exchange Act that are  incorporated  by reference in this
          Registration Statement.

     B.   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.

     C.   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.

     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.

     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 such issue.


                                 SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and it has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, State of New York, on
July 31, 1998.

                                       THE TURNER CORPORATION

                                        /s/ E.T. Gravette, Jr.
                                       -----------------------------------
                                       By:  E.T. Gravette, Jr.
                                            Chairman of the Board, Chief
                                            Executive Officer and Director

                             POWERS OF ATTORNEY


          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E.T. Gravette, Jr. and
Sara J. Gozo, and each or either of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and
agents each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

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

Signature                        Title                           Date
---------                        -----                           ----

/s/ E.T. Gravette, Jr.
-----------------------------    Chairman of the Board; Chief    July 31, 1998
E.T. Gravette, Jr.               Executive Officer; Director


/s/ Donald G. Sleeman            Senior Vice President; Chief    July 31, 1998
-----------------------------    Financial Officer; Principal
D.G. Sleeman                     Accounting Officer
                                 

/s/ H. Baumann-Steiner           Director                        July 31, 1998
-----------------------------                                         
H. Baumann-Steiner


/s/ W.G. Ehlers                  Director                        July 31, 1998
-----------------------------                                         
W.G. Ehlers


/s/ R.E. Fee                     President and Chief Operating   July 31, 1998
-----------------------------    Officer, Turner Construction         
R.E. Fee                         Company; Director
                                 

/s/ A.G. Fieger                  Director                        July 31, 1998
-----------------------------                                         
A.G. Fieger


/s/ T.C. Leppert                 Director                        July 31, 1998
-----------------------------                                         
T.C. Leppert


/s/ Leif Lomo                    Director                        July 31, 1998
-----------------------------                                         
L. Lomo

                                 
/s/ C.H. Moore, Jr.              Director                        July 16, 1998
-----------------------------                                         
C.H. Moore, Jr.


/s/ H.J. Parmelee                President; Chief Operating      July 31, 1998
-----------------------------    Officer; Director
H.J. Parmelee                    


/s/ G.J. Records, Jr.            Director                        July 16, 1998
-----------------------------                                         
G.J. Records, Jr.


/s/ P.K. Steiner                 Director                        July 31, 1998
-----------------------------                                         
P.K. Steiner


/s/ G.A. Walker                  Director                        July 31, 1998
-----------------------------                                         
G.A. Walker


/s/ J.O. Whitney                 Director                        July 31, 1998
-----------------------------                                         
J.O. Whitney


                               EXHIBIT INDEX


   Exhibit No.                     Description of Exhibit                Page
   -----------                     ----------------------                ----

       4.1         Certificate of Incorporation, as amended,
                   incorporated herein by reference to Exhibit 3 to
                   the Registration Statement on Form S-14 of the
                   Company, No. 2-90235.  Amendments dated May 19,
                   1986, September 12, 1988 and July 10, 1989
                   incorporated herein by reference to Exhibit 3(a)
                   to the Company's 1989 Annual Report on Form 10-K.

       4.2         By-laws, as amended, incorporated herein by
                   reference to Exhibit 3(b) to the Company's 1997
                   Annual Report on Form 10-K.

       4.3         The Turner Corporation 1998 Stock Incentive Plan.

       4.4         Shareholders' Rights Agreement, between the Company and
                   Morgan Shareholder Services Trust Company and Rights
                   Agent, dated as of September 9, 1988, incorporated
                   herein by reference to the Registration Statement on
                   Form 8-A dated September 9, 1988.

       5           Opinion of Fried, Frank, Harris, Shriver &
                   Jacobson as to the legality of the securities
                   being registered.

       23.1        Consent of Arthur Andersen LLP.

       23.2        Consent of Fried, Frank, Harris, Shriver &
                   Jacobson (counsel) (included in Exhibit 5).

       24          Powers of Attorney (included herein on signature
                   pages).
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1998
                                                  REGISTRATION NO.  ________
============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                           THE TURNER CORPORATION
           (Exact name of registrant as specified in its charter)

           DELAWARE                                    13-3209884
 (State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification Number)

                             375 HUDSON STREET
                          NEW YORK, NEW YORK 10014
                     (Address of registrant's principal
                             executive offices)

                           THE TURNER CORPORATION
                         1998 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                             SARA J. GOZO, ESQ.
               VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           THE TURNER CORPORATION
                             375 HUDSON STREET
                          NEW YORK, NEW YORK 10014
                               (212) 229-6000
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

=================================================================================================================
                                                            PROPOSED                  
                                                            MAXIMUM          PROPOSED          AMOUNT OF
                                                            OFFERING         MAXIMUM          REGISTRATION FEE
       TITLE OF SECURITIES               AMOUNT TO BE       PRICE PER       AGGREGATE    
        TO BE REGISTERED                REGISTERED(1)       SHARE (2)      OFFERING PRICE
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00(1)(3)     750,000 shares      $16.125       $12,093,750         $3,567.66
=================================================================================================================
(1)  If  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions,  the number of shares of Common  Stock  purported  to be
     registered on this Registration  Statement changes,  the provisions of
     Rule 416 shall apply to this Registration Statement.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant  to Rule  457(c)  based upon the  average of the high and low
     prices of the Common Stock of The Turner  Corporation  on the American
     Stock  Exchange,  as of August 12, 1998,  a date within five  business
     days of the date on which this registration statement is being filed.

(3)  The  Registration  Statement  also  pertains  to  rights  to  purchase
     Preferred  Stock (or other  securities)  ("Rights") of the Registrant.
     Upon the occurrence of certain  prescribed  events,  one Right will be
     issued for each share of Common  Stock.  Until the  occurrence of such
     events,  the  Rights are not  exercisable,  will be  evidenced  by the
     certificate  for the Common Stock and will be  transferred  along with
     and only with the Common Stock.
PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Pursuant to the requirements of the Note to Part I of Form S-8
and Rule 428(b)(1) of the Rules under the Securities Act of 1933, as
amended (the "Securities Act"), the information required by Part I of Form
S-8 is included in two documents titled "Information About Your Stock
Options" dated July 1998 and "Description of The Turner Corporation 1998
Stock Incentive Plan" dated July 1998, distributed to participants in The
Turner Corporation 1998 Stock Incentive Plan (the "Plan") of The Turner
Corporation (the "Company"). These documents constitute a Section 10(a)
Prospectus.

PROSPECTUS FOR RESALES

          The material which follows, up to but not including the page
beginning Part II of this Registration Statement, constitutes a prospectus,
prepared on Form S-3, in accordance with General Instruction C to Form S-8,
to be used in connection with resales of securities acquired under the Plan
by affiliates of the Company, as defined in Rule 405 under the Securities
Act.
PROSPECTUS

                           THE TURNER CORPORATION

                                COMMON STOCK

                        (PAR VALUE $1.00 PER SHARE)

          This Prospectus relates to shares of Common Stock of The Turner
Corporation (the "Company") which may be offered from time to time by the
people named under "Selling Security Holders" on the American Stock
Exchange, where the Company's Common Stock is listed or in other markets
where the Common Stock may be traded, or in negotiated transactions, at
prices and on terms then available. The respective Selling Security Holders
will pay any brokerage fees or commissions related to sales by them. See
"Method of Sale." The Company will receive no part of the proceeds of any
such sales. The principal executive office of the Company is located at 375
Hudson Street, New York, New York 10014 (Telephone No. (212) 229-6000).

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
      ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                    THE CONTRARY IS A CRIMINAL OFFENSE.

          The expenses of preparing and filing the Registration Statement
of which this Prospectus is a part are being borne by the Company.

                  ----------------------------------------

              The date of this Prospectus is August 18, 1998

                             TABLE OF CONTENTS

AVAILABLE INFORMATION......................................................4
INCORPORATION BY REFERENCE.................................................4
SELLING SECURITY HOLDERS...................................................4
METHOD OF SALE.............................................................5
SEC POSITION REGARDING INDEMNIFICATION.....................................5

                           AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance with the Exchange Act files reports and other information with
the Securities and Exchange Commission (the "Commission"). All reports,
proxy statements and other information filed with the Commission by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of that material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site that contains reports, proxy statements and other
information regarding registrants that file electronically with the
Commission. The address of that web site is http://www.sec.gov. The
Company's common stock is listed on the American Stock Exchange. Reports,
proxy statements and other information filed by the Company can be
inspected at the offices of the American Stock Exchange, 86 Trinity Place,
New York, New York 10006-1881.

                         INCORPORATION BY REFERENCE

          The Company incorporates by reference into this Prospectus (a)
the Company's Annual Report on Form 10-K for the year ended December 31,
1997, (b) the Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998, (c) Form 8-K of the
Company dated August 14, 1998 (d) the description of the common stock of
the Company, $1 par value per share (the "Common Stock"), contained in the
Company's Registration Statement on Form S-14 dated April 3, 1984, as
supplemented by the Company's Proxy Statement dated April 3, 1986, relating
to its 1986 Annual Meeting of Stockholders, and (e) the description of the
Shareholders' Rights Agreement contained in the Company's Registration
Statement on Form 8-A dated September 9, 1988. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 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, will be deemed to be incorporated by
reference in this Registration Statement and to be a part of it from the
date of filing such documents. Copies of all documents which are
incorporated by reference will be provided without charge to anyone to whom
this prospectus is delivered upon a written or oral request to The Turner
Corporation, 375 Hudson Street, New York, New York 10014, Attention: Sara
J. Gozo, Esq., telephone number (212) 229-6000.

                         SELLING SECURITY HOLDERS

          This Prospectus relates to possible sales by officers and
directors of the Company of shares of Common Stock acquired by them
pursuant to The Turner Corporation 1998 Stock Incentive Plan (the "Plan")
of the Company. The names of those Selling Securities Holders are not known
by the Company at this time and will be provided by the Company, along with
the number of shares of Common Stock owned by each of them and the number
of shares to be resold, in a supplement to this Prospectus pursuant to
General Instruction C(3) to Form S-8 and Rule 424(b) under the Securities
Act.

                               METHOD OF SALE

          The Company anticipates that any sales of the shares offered by
this Prospectus by Selling Security Holders will be made to the public on
the American Stock Exchange, where the Company's Common Stock is listed, or
in other markets where the Company's Common Stock may be traded, or in
negotiated transactions. The Company anticipates that sales will be at
prices current when the sales take place. Sales may involve payment of
brokers' commissions by Selling Security Holders. There is no present plan
of distribution. 

                  SEC POSITION REGARDING INDEMNIFICATION

          The Company's by-laws require indemnification of officers and
directors to the fullest extent permitted by Delaware law. This includes
instances in which they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company and,
with respect to criminal proceedings, without reasonable belief that their
action was unlawful.

          Insofar as indemnification for liabilities arising under the
Securities Act might be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company
has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

          The following documents, which have been filed by The Turner
Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration
Statement as of their respective dates:

               (a) The Annual Report of the Company on Form 10-K for the
          fiscal year ended December 31, 1997;

               (b) The Quarterly Reports of the Company on Form 10-Q for
          the quarters ended March 31, 1998 and June 30, 1998;

               (c) Form 8-K of the Company dated August 14, 1998;

               (d) The description of the common stock of the Company, $1
          par value per share (the "Common Stock"), contained in the
          Company's Registration Statement on Form S-14 dated April 3,
          1984, as supplemented by the Company's Proxy Statement dated
          April 3, 1986, relating to its 1986 Annual Meeting of
          Stockholders; and

               (e) The description of the Shareholders' Rights Agreement
          contained in the Company's Registration Statement on Form 8-A
          dated September 9, 1988.

          All documents filed subsequent to the date hereof by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof. 

     Item 4. Description of Securities 

          Not Applicable. 

     Item 5. Interests of Named Experts and Counsel

          Not Applicable.

     Item 6. Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of Delaware gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations. That
indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-laws, agreement, vote of
stockholders or otherwise.

          Article VIII of the by-laws of the Company makes mandatory the
indemnification expressly authorized under the Delaware General Corporation
Law. The applicable standard is that the individual acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

          The Company has purchased insurance which insures officers and
directors of the Company against loss arising from claims by reason of
their legal liability for acts as officers and directors.

     Item 7. Exemption from Registration Claimed

          Not Applicable.

     Item 8. Exhibits

          The following documents are filed or incorporated by reference in
this Registration Statement:

   Exhibit No.                       Description of Exhibit
   -----------                       ----------------------

     4.1            Certificate of Incorporation, as amended, incorporated
                    herein by reference to Exhibit 3 to the Registration
                    Statement on Form S-14 of the Company, No. 2-90235.
                    Amendments dated May 19, 1986, September 12, 1988 and
                    July 10, 1989 incorporated herein by reference to
                    Exhibit 3(a) to the Company's 1989 Annual Report on
                    Form 10-K.

     4.2            By-laws, as amended, incorporated herein by reference
                    to Exhibit 3(b) to the Company's 1997 Annual Report on
                    Form 10-K.

     4.3            The Turner Corporation 1998 Stock Incentive Plan.

     4.4            Shareholder's Rights Agreement, between the Company and
                    Morgan Shareholder Services Trust Company and Rights
                    Agent, dated as of September 9, 1988, incorporated
                    herein by reference to the Registration Statement on
                    Form 8-A dated September 9, 1988.

     5              Opinion of Fried, Frank, Harris, Shriver & Jacobson as
                    to the legality of the securities being registered.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (counsel) (included in Exhibit 5).

     24             Powers of Attorney (included herein on signature
                    pages).

     Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

     A.   to file,  during  any  period in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

          1.   to include any  prospectus  required by Section  10(a)(3) of
               the Securities Act;

          2.   to reflect  in the  prospectus  any facts or events  arising
               after the effective date of this Registration  Statement (or
               the  most  recent  post-effective  amendment  hereto)  which
               individually  or in the  aggregate,  represent a fundamental
               change in the  information  set  forth in this  Registration
               Statement.  Notwithstanding  the foregoing,  any increase or
               decrease  in  volume  of  securities  offered  (if the total
               dollar  value of  securities  offered  would not exceed that
               which was registered) and any deviation from the low or high
               end of the estimated maximum offering range may be reflected
               in the form of prospectus filed with the Commission pursuant
               to Rule 424(b) if, in the  aggregate,  the changes in volume
               and price  represent  no more than 20 percent  change in the
               maximum   aggregate   offering   price   set  forth  in  the
               "Calculation  of  Registration  Fee" table in the  effective
               Registration Statement; and

          3.   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 this
               Registration Statement;

          provided,  however, that paragraphs A.1. and A.2. shall not apply
          if the  information  required to be included in a  post-effective
          amendment by those  paragraphs  is contained in periodic  reports
          filed by the  registrant  pursuant to Section 13 or Section 15(d)
          of the  Exchange Act that are  incorporated  by reference in this
          Registration Statement.

     B.   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.

     C.   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.

     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.

     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 such issue.

                                 SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and it has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, State of New York, on
July 31, 1998.

                                       THE TURNER CORPORATION

                                        /s/ E.T. Gravette, Jr.
                                       -----------------------------------
                                       By:  E.T. Gravette, Jr.
                                            Chairman of the Board, Chief
                                            Executive Officer and Director

                             POWERS OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E.T. Gravette, Jr. and
Sara J. Gozo, and each or either of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and
agents each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

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

Signature                        Title                           Date
---------                        -----                           ----

/s/ E.T. Gravette, Jr.
-----------------------------    Chairman of the Board; Chief    July 31, 1998
E.T. Gravette, Jr.               Executive Officer; Director

/s/ Donald G. Sleeman            Senior Vice President; Chief    July 31, 1998
-----------------------------    Financial Officer; Principal
D.G. Sleeman                     Accounting Officer
                                 

/s/ H. Baumann-Steiner           Director                        July 31, 1998
-----------------------------                                         
H. Baumann-Steiner

/s/ W.G. Ehlers                  Director                        July 31, 1998
-----------------------------                                         
W.G. Ehlers

/s/ R.E. Fee                     President and Chief Operating   July 31, 1998
-----------------------------    Officer, Turner Construction         
R.E. Fee                         Company; Director
                                 

/s/ A.G. Fieger                  Director                        July 31, 1998
-----------------------------                                         
A.G. Fieger

/s/ T.C. Leppert                 Director                        July 31, 1998
-----------------------------                                         
T.C. Leppert

/s/ Leif Lomo                    Director                        July 31, 1998
-----------------------------                                         
L. Lomo

                                 
/s/ C.H. Moore, Jr.              Director                        July 16, 1998
-----------------------------                                         
C.H. Moore, Jr.

/s/ H.J. Parmelee                President; Chief Operating      July 31, 1998
-----------------------------    Officer; Director
H.J. Parmelee                    

/s/ G.J. Records, Jr.            Director                        July 16, 1998
-----------------------------                                         
G.J. Records, Jr.

/s/ P.K. Steiner                 Director                        July 31, 1998
-----------------------------                                         
P.K. Steiner

/s/ G.A. Walker                  Director                        July 31, 1998
-----------------------------                                         
G.A. Walker

/s/ J.O. Whitney                 Director                        July 31, 1998
-----------------------------                                         
J.O. Whitney

                               EXHIBIT INDEX

   Exhibit No.                     Description of Exhibit                Page
   -----------                     ----------------------                ----

       4.1         Certificate of Incorporation, as amended,
                   incorporated herein by reference to Exhibit 3 to
                   the Registration Statement on Form S-14 of the
                   Company, No. 2-90235.  Amendments dated May 19,
                   1986, September 12, 1988 and July 10, 1989
                   incorporated herein by reference to Exhibit 3(a)
                   to the Company's 1989 Annual Report on Form 10-K.

       4.2         By-laws, as amended, incorporated herein by
                   reference to Exhibit 3(b) to the Company's 1997
                   Annual Report on Form 10-K.

       4.3         The Turner Corporation 1998 Stock Incentive Plan.

       4.4         Shareholders' Rights Agreement, between the Company and
                   Morgan Shareholder Services Trust Company and Rights
                   Agent, dated as of September 9, 1988, incorporated
                   herein by reference to the Registration Statement on
                   Form 8-A dated September 9, 1988.

       5           Opinion of Fried, Frank, Harris, Shriver &
                   Jacobson as to the legality of the securities
                   being registered.

       23.1        Consent of Arthur Andersen LLP.

       23.2        Consent of Fried, Frank, Harris, Shriver &
                   Jacobson (counsel) (included in Exhibit 5).

       24          Powers of Attorney (included herein on signature
                   pages).