<PAGE>

                                                       Registration No. 33-_____
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                     ------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                     ------

                          MORRISON KNUDSEN CORPORATION
                 (FORMERLY WASHINGTON CONSTRUCTION GROUP, INC.)
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   33-0565601
      (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                    Identification No.)

        MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83729
   (Address, including zip code, of registrant's principal executive offices)

                    THE 1997 STOCK OPTION AND INCENTIVE PLAN
           FOR NON-EMPLOYEE DIRECTORS OF MORRISON KNUDSEN CORPORATION
                            (Full Title of the Plan)
                                     ------

                                STEPHEN G. HANKS
           EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
                          MORRISON KNUDSEN CORPORATION
  MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83729; (208) 386-5000
                (Name, address, including zip code, and telephone
                number, including area code, of agent for service)

                                   Copies to:

                                ROBERT DEAN AVERY
                           JONES, DAY, REAVIS & POGUE
                         555 W. FIFTH STREET, SUITE 4600
                         LOS ANGELES, CALIFORNIA  90013
                                 (213) 489-3939
                                     ------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES     AMOUNT TO BE     PROPOSED MAXIMUM              PROPOSED MAXIMUM              AMOUNT OF 
 TO BE REGISTERED        REGISTERED (1)   OFFERING PRICE PER SHARE(2)   AGGREGATE OFFERING PRICE(2)   REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                           <C>                           <C>
 Common Stock  of the par
 value of $0.01 per share   500,000             $13.3125                       $6,656,250              $2,017.05 
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities 
Act"), this Registration Statement also covers such additional Common Shares 
as may become issuable pursuant to the antidilution provisions of the 1997 
Stock Option and Incentive Plan for Non-Employee Directors of Morrison 
Knudsen Corporation.

(2)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the 
Securities Act, on the basis of the average of the high and low sale prices 
for a share of Common Stock on the New York Stock Exchange on July 28, 1997, 
within five business days prior to filing.

                         Exhibit Index Appears on Page 7

<PAGE>

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents previously filed by Morrison Knudsen Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

     (a) The Registrant's Annual Report for the fiscal year ended November 30,
1996 on Forms 10-K and 10-K/A;

     (b) The Registrant's Quarterly Report for the fiscal quarter ended
February 28, 1997 on Form 10-Q and Quarterly Report for fiscal quarter ended May
31, 1997 on Forms 10-Q and 10-Q/A;

     (c)  All other reports filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");

     (d) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on June 4, 1993,
and all amendments and reports filed for the purpose of updating that
description; and 

     All documents subsequently filed by the Registrant 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, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 of this
Registration Statement.

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 empowers the
Registrant to indemnify, subject to the standards set forth therein, any person
who is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Registrant, or is or was serving as such with
respect to another entity at the request of the Registrant.  The General
Corporation Law of Delaware also provides that the Registrant may purchase
insurance on behalf of any such director, officer, employee or agent.

     The Registrant's Bylaws provide in effect for the indemnification by the
Registrant of each director and officer of the Registrant to the fullest extent
permitted by applicable law.

                                          2

<PAGE>

     The Registrant has purchased a directors and officers liability insurance
policy which insures, among other things, (i) the officers and directors of the
Registrant from any claim arising out of an alleged wrongful act by such persons
while acting as directors and officers of the Registrant and (ii) the Registrant
to the extent that it has indemnified the directors and officers for such loss.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     4.1  The 1997 Stock Option and Incentive Plan for Non-Employee Directors
          of Morrison Knudsen Corporation.

     5.1  Opinion of Jonathan M. Robertson, Associate General Counsel to the
          Registrant, as to the validity of securities registered hereunder,
          dated July 31, 1997.

     23.1 Consent of Counsel (included in Exhibit 5.1 filed herewith).

     23.2 Consent of Coopers & Lybrand L.L.P.

     23.3 Consent of KPMG Peat Marwick LLP

     24.1 Powers of Attorney.

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 this 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 this
                     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
          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 

                                         3

<PAGE>

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 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 that, 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 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 Act and
will be governed by the final adjudication of such issue.

                                       4

<PAGE>

                                   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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on July 31, 1997.

                                   MORRISON KNUDSEN CORPORATION



                                   By:        /s/  R. A. Tinstman
                                      -------------------------------------
                                      R.A. Tinstman
                                      President and Chief Executive Officer


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

               SIGNATURE                                 TITLE 


    /s/  R. A. Tinstman                 President and Chief Executive Officer 
-----------------------------                       and Director
          R.A. Tinstman                     (Principal Executive Officer) 




    /s/ A. S. Cleberg                   Executive Vice President and Chief 
-----------------------------                    Financial Officer 
         A. S. Cleberg                     (Principal Financial Officer) 



    /s/ D.L. Brigham                     Vice President and Controller 
-----------------------------           (Principal Accounting Officer) 
         D.L. Brigham


    /s/ D. H. Batchelder *                        Director 
-----------------------------
         D.H. Batchelder  
 
 
    /s/     L. R. Judd   *                        Director 
-----------------------------
             L.R. Judd 
 
 
    /s/ W. C. Langley  *                          Director 
-----------------------------
         W.C. Langley 
 
 
 
    /s/  R. S. Miller, Jr.  *                     Director 
-----------------------------
             R.S. Miller, Jr. 

                                5

<PAGE>

    /s/   D. Parkinson   *                        Director 
-----------------------------
          D. Parkinson 
 
 
    /s/   T. W. Payne  *                          Director 
-----------------------------
         T.W. Payne 
 
 
    /s/     J. D. Roach   *                       Director 
-----------------------------
             J. D. Roach 
 
 
 _______________________                          Director 
         D.R. Washington 

     *S.G. HANKS, the undersigned attorney-in-fact, by signing his name hereto,
does hereby sign and execute this Registration Statement on behalf of the above
indicated directors (constituting a majority of the directors) pursuant to
powers of attorney filed with the Securities and Exchange Commission.

July 31, 1997   
 

                         By:       /s/ Stephen G. Hanks
                            ---------------------------------------
                            Stephen G. Hanks, Attorney-in-fact


                                        6

<PAGE>

                                  EXHIBIT INDEX




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

4.1       The 1997 Stock Option and Incentive Plan for Non-Employee Directors
          of Morrison Knudsen Corporation (filed as Exhibit 10.11 to the
          Company's Form 10-K Annual Report for fiscal year ended November 30,
          1996, as amended, and incorporated herein by reference.)

5.1*      Opinion of Jonathan M. Robertson, Associate General Counsel to the
          Registrant, as to the validity of securities registered hereunder,
          dated July 31, 1997.
                                        
23.1*     Consent of Counsel (included in Exhibit 5.1 filed herewith).
                                        
23.2*     Consent of Coopers & Lybrand L.L.P.

23.3*     Consent of KPMG Peat Marwick LLP
                                        
24.1*     Powers of Attorney.



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

*  Filed herewith



                                       E-1
[{"type": "S-8", "sequence": "1", "description": "S-8_2180.CEC", "secsgml_size_bytes": 15889}]
{"company-data": {"conformed-name": "MORRISON KNUDSEN CORP//", "cik": "0000906469", "assigned-sic": "1600", "irs-number": "330565601", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32511", "film-number": "97648795"}, "business-address": {"street1": "27400 E FIFTH ST", "city": "HIGHLAND", "state": "CA", "zip": "92346", "phone": "9098844811"}, "mail-address": {"street1": "P O BOX 73", "street2": "720 PARK BLVD", "city": "BOISE", "state": "ID", "zip": "83712"}, "former-company": {"former-conformed-name": "KASLER HOLDING CO", "date-changed": "19930604"}}
Registration No. 33-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                     ------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                     ------

                          MORRISON KNUDSEN CORPORATION
                 (FORMERLY WASHINGTON CONSTRUCTION GROUP, INC.)
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   33-0565601
      (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                    Identification No.)

        MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83729
   (Address, including zip code, of registrant's principal executive offices)

                    THE 1997 STOCK OPTION AND INCENTIVE PLAN
           FOR NON-EMPLOYEE DIRECTORS OF MORRISON KNUDSEN CORPORATION
                            (Full Title of the Plan)
                                     ------

                                STEPHEN G. HANKS
           EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
                          MORRISON KNUDSEN CORPORATION
  MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83729; (208) 386-5000
                (Name, address, including zip code, and telephone
                number, including area code, of agent for service)

                                   Copies to:

                                ROBERT DEAN AVERY
                           JONES, DAY, REAVIS & POGUE
                         555 W. FIFTH STREET, SUITE 4600
                         LOS ANGELES, CALIFORNIA  90013
                                 (213) 489-3939
                                     ------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES     AMOUNT TO BE     PROPOSED MAXIMUM              PROPOSED MAXIMUM              AMOUNT OF 
 TO BE REGISTERED        REGISTERED (1)   OFFERING PRICE PER SHARE(2)   AGGREGATE OFFERING PRICE(2)   REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Common Stock  of the par
 value of $0.01 per share   500,000             $13.3125                       $6,656,250              $2,017.05 
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities 
Act"), this Registration Statement also covers such additional Common Shares 
as may become issuable pursuant to the antidilution provisions of the 1997 
Stock Option and Incentive Plan for Non-Employee Directors of Morrison 
Knudsen Corporation.

(2)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the 
Securities Act, on the basis of the average of the high and low sale prices 
for a share of Common Stock on the New York Stock Exchange on July 28, 1997, 
within five business days prior to filing.

                         Exhibit Index Appears on Page 7
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents previously filed by Morrison Knudsen Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

     (a) The Registrant's Annual Report for the fiscal year ended November 30,
1996 on Forms 10-K and 10-K/A;

     (b) The Registrant's Quarterly Report for the fiscal quarter ended
February 28, 1997 on Form 10-Q and Quarterly Report for fiscal quarter ended May
31, 1997 on Forms 10-Q and 10-Q/A;

     (c)  All other reports filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");

     (d) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on June 4, 1993,
and all amendments and reports filed for the purpose of updating that
description; and 

     All documents subsequently filed by the Registrant 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, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 of this
Registration Statement.

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 empowers the
Registrant to indemnify, subject to the standards set forth therein, any person
who is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Registrant, or is or was serving as such with
respect to another entity at the request of the Registrant.  The General
Corporation Law of Delaware also provides that the Registrant may purchase
insurance on behalf of any such director, officer, employee or agent.

     The Registrant's Bylaws provide in effect for the indemnification by the
Registrant of each director and officer of the Registrant to the fullest extent
permitted by applicable law.

                                          2
The Registrant has purchased a directors and officers liability insurance
policy which insures, among other things, (i) the officers and directors of the
Registrant from any claim arising out of an alleged wrongful act by such persons
while acting as directors and officers of the Registrant and (ii) the Registrant
to the extent that it has indemnified the directors and officers for such loss.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     4.1  The 1997 Stock Option and Incentive Plan for Non-Employee Directors
          of Morrison Knudsen Corporation.

     5.1  Opinion of Jonathan M. Robertson, Associate General Counsel to the
          Registrant, as to the validity of securities registered hereunder,
          dated July 31, 1997.

     23.1 Consent of Counsel (included in Exhibit 5.1 filed herewith).

     23.2 Consent of Coopers & Lybrand L.L.P.

     23.3 Consent of KPMG Peat Marwick LLP

     24.1 Powers of Attorney.

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 this 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 this
                     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
          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 

                                         3
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 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 that, 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 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 Act and
will be governed by the final adjudication of such issue.

                                       4
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on July 31, 1997.

                                   MORRISON KNUDSEN CORPORATION

                                   By:        /s/  R. A. Tinstman
                                      -------------------------------------
                                      R.A. Tinstman
                                      President and Chief Executive Officer

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

               SIGNATURE                                 TITLE 

    /s/  R. A. Tinstman                 President and Chief Executive Officer 
-----------------------------                       and Director
          R.A. Tinstman                     (Principal Executive Officer) 

    /s/ A. S. Cleberg                   Executive Vice President and Chief 
-----------------------------                    Financial Officer 
         A. S. Cleberg                     (Principal Financial Officer) 

    /s/ D.L. Brigham                     Vice President and Controller 
-----------------------------           (Principal Accounting Officer) 
         D.L. Brigham

    /s/ D. H. Batchelder *                        Director 
-----------------------------
         D.H. Batchelder  
 
 
    /s/     L. R. Judd   *                        Director 
-----------------------------
             L.R. Judd 
 
 
    /s/ W. C. Langley  *                          Director 
-----------------------------
         W.C. Langley 
 
 
 
    /s/  R. S. Miller, Jr.  *                     Director 
-----------------------------
             R.S. Miller, Jr. 

                                5
/s/   D. Parkinson   *                        Director 
-----------------------------
          D. Parkinson 
 
 
    /s/   T. W. Payne  *                          Director 
-----------------------------
         T.W. Payne 
 
 
    /s/     J. D. Roach   *                       Director 
-----------------------------
             J. D. Roach 
 
 
 _______________________                          Director 
         D.R. Washington 

     *S.G. HANKS, the undersigned attorney-in-fact, by signing his name hereto,
does hereby sign and execute this Registration Statement on behalf of the above
indicated directors (constituting a majority of the directors) pursuant to
powers of attorney filed with the Securities and Exchange Commission.

July 31, 1997   
 

                         By:       /s/ Stephen G. Hanks
                            ---------------------------------------
                            Stephen G. Hanks, Attorney-in-fact

                                        6
EXHIBIT INDEX

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

4.1       The 1997 Stock Option and Incentive Plan for Non-Employee Directors
          of Morrison Knudsen Corporation (filed as Exhibit 10.11 to the
          Company's Form 10-K Annual Report for fiscal year ended November 30,
          1996, as amended, and incorporated herein by reference.)

5.1*      Opinion of Jonathan M. Robertson, Associate General Counsel to the
          Registrant, as to the validity of securities registered hereunder,
          dated July 31, 1997.
                                        
23.1*     Consent of Counsel (included in Exhibit 5.1 filed herewith).
                                        
23.2*     Consent of Coopers & Lybrand L.L.P.

23.3*     Consent of KPMG Peat Marwick LLP
                                        
24.1*     Powers of Attorney.

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

*  Filed herewith

                                       E-1