FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

                        PETER KIEWIT SONS', INC.
          (Exact name of registrant as specified in its charter)

Delaware										                                              47-0210602
(State of incorporation)	                                 (I.R.S. Employer
                                                       Identification No.)
1000 Kiewit Plaza
Omaha, Nebraska										                                            68131
(Address of principal									                                  (Zip code)
 executive offices)

                           PETER KIEWIT SONS', INC.
                           EMPLOYEE OWNERSHIP PLAN
                           (Full title of the plan)

                           Kenneth D. Gaskins, Esq.
                           Peter Kiewit Sons', Inc.
                             1000 Kiewit Plaza
                           Omaha, Nebraska   68131
                               (402) 342-2052
                      (Name, address and telephone number 
                             of agent for service)



                      Calculation of Registration Fee

                                      Proposed 
                                      Maximum	       Proposed
                         Amount		     Offering		     Maximum  	Amount of
Title of Securities			   to be		      Price Per	     Offering		Registration
to be Registered				     Registered	  Share		        Price	   	Fee
___________________________________________________________________________

Class D Diversified 	   		1,750,000	   54.25		     $13,562,500  	$28,769
Group Convertible			      shares
Exchangeable 
Common Stock, par value 
$.0625 per share

1997 Series Convertible		$10,000,000	  102.5%	    	$10,250,000	  $ 3,106
Debentures due October
31, 2007


                                                 								Total			$31,875


                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Items 1 and 2.

     The information furnished to participants is not required to 
be filed with this registration statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference

     The following documents filed with the Securities and Exchange 
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 28, 1996.

     (b)  All other reports filed pursuant to Sections 13(a) 
or 15(d) of the Securities Exchange Act of 1934 since December 
28, 1996.

     (c)  Descriptions of the Company's Class D Diversified 
Group Convertible Exchangeable Common Stock ("Class D Stock") 
and Class C Construction & Mining Group Restricted Redeemable 
Convertible Exchangeable Common Stock ("Class C Stock") 
contained in the Company's Registration Statement on Amendment 
No. 3 to Form S-4 filed August 7, 1995 (SEC File No. 33-
60977).  

All documents filed hereafter by the Company pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 
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

Class D Stock

     The description of this class of securities is incorporated by 
reference.  See Item 3(c) above. 

Class C Stock

     The description of this class of securities is incorporated by 
reference.  See Item 3(c) above. Although Class C Stock is not 
being offered for sale pursuant to this Registration Statement, 
Class D Stock is convertible into Class C Stock and vice versa, 
under specified conditions.  In addition, the Convertible 
Debentures are convertible into Class C Stock.

Convertible Debentures

     The 1997 Series Convertible Debentures ("1997 Debentures") 
will be issued in fully registered form under an Indenture dated 
July 1, 1986 ("Indenture"), between the Company and the predecessor 
of First Bank National Association Omaha (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 registered 
principal amount of the 1997 Debentures is $10,000,000.

     The 1997 Debentures will be issued on November 1, 1997, and 
will bear interest payable annually on November 1 of each year and 
on the maturity date.  If the 1997 Debentures are converted into 
the Company's Class C Stock (see "Conversion Rights" below), 
interest ceases to accrue on June 30, 2002.  The 1997 Debentures 
will be unsecured obligations of the Company, and the holders 
thereof will rank equally with other unsecured creditors of the 
Company in bankruptcy.  The 1997 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 1997 
Debentures purchased.

     The Company currently has outstanding Convertible Debentures 
of the 1993-1996 Series in the aggregate principal amount of 
$10,215,000.  These debentures were also issued under the 
Indenture, which is "qualified" under the Trust Indenture Act of 
1939.

     The terms of the 1997 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 1997 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 1997 Debenture holders.  

     Conversion Rights.  Debenture holders may convert 1997 
Debentures into the Company's Class C Stock from October 1, 2002 
through October 31, 2002.  No other conversion period is provided 
for, and if the holder does not convert to stock during this 
period, the conversion right is lost.  The entire principal amount 
(no partial conversions are permitted) of a 1997 Debenture is 
convertible into whole shares of stock at a conversion price of 
$40.00 (less the amount of any dividend declared during 1997 after 
the date of this Registration Statement and prior to November 1, 
1997) per share, the Formula Price of Class C Stock as of November 
1, 1997, the date of issuance of the 1997 Debentures.  A cash 
payment by the debenture holder is required where necessary to 
avoid the issuance of fractional shares.  The conversion right is 
conditioned upon the execution of a repurchase agreement pertaining 
to the stock acquired by means of the conversion. The conversion 
rights will be adjusted to reflect stock splits, stock dividends, 
stock reclassifications or certain corporate reorganizations 
between the date of purchase of the debentures and the date of 
conversion.

     Ownership and Transfer Restrictions.  Debentures are offered 
by the Company to employees who the Board of Directors and 
management determine have contributed significantly to the growth 
and performance of the Company.  Sales of the debentures are 
conditioned upon the execution of a repurchase agreement under 
which the purchaser agrees that he will not transfer the debentures 
except in a sale to the Company.  The Company must purchase any 
debentures offered to it by debenture holders.  The repurchase 
agreement also provides that the debentures must be sold back to 
the Company upon the death or retirement of the purchaser of the 
debenture or the termination of his employment with the Company.  
In any of the above-mentioned instances, the Company will purchase 
the debentures at a price equal to the principal amount thereof, 
together with accrued interest from the last interest payment date 
to the date of such purchase at the stated rate.  No payment is 
made by the Company with respect to the original bond premium.  In 
the event the Company is offered some, but not all, of a debenture 
holder's debentures, the Company may purchase all of such holder's 
debentures.

     Redemption.  Upon not less than ten 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.

     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 debenture holder 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, continued for a period of 60 days and (ii) failure to pay 
principal of the debentures of such series when due, continued for 
a period of 60 days.

     The Trustee, within 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 Company maintains a demand deposit account 
and conducts routine banking business with 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 offered by this Prospectus have 
been passed upon for the Company by Kenneth D. Gaskins.  Mr. 
Gaskins, Corporate Counsel, is an employee of the Company.  Mr. 
Gaskins owns shares of the Company's Class D Stock, and may 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 permits a 
corporation to indemnify its officers and directors to the extent 
provided in that statute.  The Company's Certificate of 
Incorporation and By-laws contain provisions intended to indemnify 
officers and directors against liability to the fullest extent 
permitted by the Delaware General Corporation Law.  The Delaware 
General Corporation Law empowers the Company to maintain insurance 
on behalf of officers and directors against liabilities incurred 
while acting in such capacities.  The Company does maintain such 
insurance.


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		          Certificate of Incorporation (Exhibit 3.1 to the 
               Company's Annual Report on Form 10-K for 1991).

4.2          		By-laws (Exhibit 3.4 to the Company's Annual Report on 
               Form 10-K for 1992).

4.3		          Indenture dated as of July 1, 1986 between the Company 
               and the predecessor of First Bank National Association 
               Omaha as Trustee (Exhibit 4.2 to Amendment No. 1 to the 
               Company's Form S-1 Registration Statement filed August 
               11, 1986).
 
4.4		          Form of Stock Repurchase Agreement for Employee 
               Stockholders (Exhibit 2.1 to the Company's Registration 
               Statement on Form 8-A filed February 20, 1992).
         
4.5	          	Form of Agreement with respect to Convertible Debentures 
               of Peter Kiewit Sons', Inc. (Exhibit 4.6 to Amendment 
               No. 1 to the Company's Form S-1 Registration Statement 
               filed August 11, 1986).
  
5	            	Opinion of Kenneth D. Gaskins, Esq., with respect to 
               legality of securities being registered.
  
23.1		         Consent of Coopers & Lybrand L.L.P.
   
23.2         		Consent of Counsel (included in Exhibit 5).
  

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 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.

          (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered, and the offering of such 
securities at that time shall be deemed to be the initial bona 
fide offering.

           (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 of 
1933, each filing of the registrant's annual report pursuant to 
Section 13(a) or Section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) 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 Securities Exchange Act of 
1934; 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)	The undersigned registrant hereby undertakes to deliver, 
or cause to be delivered with the prospectus to each employee to 
whom the prospectus is sent or given a copy of the registrant's 
annual report to stockholders for its last fiscal year, unless such 
employee otherwise has received a copy of such report, in which 
case the registrant shall state in the prospectus that it will 
promptly furnish, without charge, a copy of such report on written 
request of the employee.  If the last fiscal year of the registrant 
has ended within 120 days prior to the use of the prospectus, the 
annual report of the registrant for the preceding fiscal year may 
be so delivered, but within such 120 day period the annual report 
for the last fiscal year will be furnished to each such employee.

     (e)	The undersigned registrant hereby undertakes to transmit 
or cause to be transmitted to all employees participating in the 
plan who do not otherwise receive such material as stockholders of 
the registrant, at the time and in the manner such material is sent 
to its stockholders, copies of all reports, proxy statements and 
other communications distributed to its stockholders generally.

     (f)	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 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 Securities and Exchange 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 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 the 25th day of August, 1997.


                                  PETER KIEWIT SONS', INC.


                                  By: /s/ Walter Scott, Jr.                 
                                      Walter Scott, Jr.
                                      President

     Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on 
behalf of the registrant and in the capacities indicated on the 
25th day of August, 1997. 



/s/ Walter Scott, Jr.           	Chairman of the Board and President
Walter Scott, Jr. 			            (principal executive officer)


/s/ Eric J. Mortensen            Controller
Eric J. Mortensen					           (principal financial and accounting officer)


/s/ Richard W. Colf              /s/ Charles M. Harper
Richard W. Colf, Director				    Charles M. Harper, Director


/s/ James Q. Crowe               /s/ Tait P. Johnson  
James Q. Crowe, Director				     Tait P. Johnson, Director	


/s/ Robert B. Daugherty          /s/ Peter Kiewit, Jr.              
Robert B. Daugherty, Director				Peter Kiewit, Jr., Director


/s/ Richard Geary               	/s/ Allan K. Kirkwood                       
Richard Geary, Director				      Allan K. Kirkwood, Director


/s/ Bruce E. Grewcock            /s/ Kenneth E. Stinson        
Bruce E. Grewcock, Director				  Kenneth E. Stinson, Director


/s/ William L. Grewcock          /s/ George B. Toll, Jr.            
William L. Grewcock, Director				George B. Toll, Jr., Director
				


		




                          PETER KIEWIT SONS', INC.

                             INDEX TO EXHIBITS


Exhibit
No.		            Description of Exhibit            
                                                                   
 
5		              Legal opinion of Kenneth D. Gaskins, Esq.

23.1		           Consent of Coopers & Lybrand L.L.P.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21979}]
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FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

                        PETER KIEWIT SONS', INC.
          (Exact name of registrant as specified in its charter)

Delaware										                                              47-0210602
(State of incorporation)	                                 (I.R.S. Employer
                                                       Identification No.)
1000 Kiewit Plaza
Omaha, Nebraska										                                            68131
(Address of principal									                                  (Zip code)
 executive offices)

                           PETER KIEWIT SONS', INC.
                           EMPLOYEE OWNERSHIP PLAN
                           (Full title of the plan)

                           Kenneth D. Gaskins, Esq.
                           Peter Kiewit Sons', Inc.
                             1000 Kiewit Plaza
                           Omaha, Nebraska   68131
                               (402) 342-2052
                      (Name, address and telephone number 
                             of agent for service)

                      Calculation of Registration Fee

                                      Proposed 
                                      Maximum	       Proposed
                         Amount		     Offering		     Maximum  	Amount of
Title of Securities			   to be		      Price Per	     Offering		Registration
to be Registered				     Registered	  Share		        Price	   	Fee
___________________________________________________________________________

Class D Diversified 	   		1,750,000	   54.25		     $13,562,500  	$28,769
Group Convertible			      shares
Exchangeable 
Common Stock, par value 
$.0625 per share

1997 Series Convertible		$10,000,000	  102.5%	    	$10,250,000	  $ 3,106
Debentures due October
31, 2007

                                                 								Total			$31,875

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.

     The information furnished to participants is not required to 
be filed with this registration statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The following documents filed with the Securities and Exchange 
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 28, 1996.

     (b)  All other reports filed pursuant to Sections 13(a) 
or 15(d) of the Securities Exchange Act of 1934 since December 
28, 1996.

     (c)  Descriptions of the Company's Class D Diversified 
Group Convertible Exchangeable Common Stock ("Class D Stock") 
and Class C Construction & Mining Group Restricted Redeemable 
Convertible Exchangeable Common Stock ("Class C Stock") 
contained in the Company's Registration Statement on Amendment 
No. 3 to Form S-4 filed August 7, 1995 (SEC File No. 33-
60977).  

All documents filed hereafter by the Company pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 
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

Class D Stock

     The description of this class of securities is incorporated by 
reference.  See Item 3(c) above. 

Class C Stock

     The description of this class of securities is incorporated by 
reference.  See Item 3(c) above. Although Class C Stock is not 
being offered for sale pursuant to this Registration Statement, 
Class D Stock is convertible into Class C Stock and vice versa, 
under specified conditions.  In addition, the Convertible 
Debentures are convertible into Class C Stock.

Convertible Debentures

     The 1997 Series Convertible Debentures ("1997 Debentures") 
will be issued in fully registered form under an Indenture dated 
July 1, 1986 ("Indenture"), between the Company and the predecessor 
of First Bank National Association Omaha (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 registered 
principal amount of the 1997 Debentures is $10,000,000.

     The 1997 Debentures will be issued on November 1, 1997, and 
will bear interest payable annually on November 1 of each year and 
on the maturity date.  If the 1997 Debentures are converted into 
the Company's Class C Stock (see "Conversion Rights" below), 
interest ceases to accrue on June 30, 2002.  The 1997 Debentures 
will be unsecured obligations of the Company, and the holders 
thereof will rank equally with other unsecured creditors of the 
Company in bankruptcy.  The 1997 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 1997 
Debentures purchased.

     The Company currently has outstanding Convertible Debentures 
of the 1993-1996 Series in the aggregate principal amount of 
$10,215,000.  These debentures were also issued under the 
Indenture, which is "qualified" under the Trust Indenture Act of 
1939.

     The terms of the 1997 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 1997 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 1997 Debenture holders.  

     Conversion Rights.  Debenture holders may convert 1997 
Debentures into the Company's Class C Stock from October 1, 2002 
through October 31, 2002.  No other conversion period is provided 
for, and if the holder does not convert to stock during this 
period, the conversion right is lost.  The entire principal amount 
(no partial conversions are permitted) of a 1997 Debenture is 
convertible into whole shares of stock at a conversion price of 
$40.00 (less the amount of any dividend declared during 1997 after 
the date of this Registration Statement and prior to November 1, 
1997) per share, the Formula Price of Class C Stock as of November 
1, 1997, the date of issuance of the 1997 Debentures.  A cash 
payment by the debenture holder is required where necessary to 
avoid the issuance of fractional shares.  The conversion right is 
conditioned upon the execution of a repurchase agreement pertaining 
to the stock acquired by means of the conversion. The conversion 
rights will be adjusted to reflect stock splits, stock dividends, 
stock reclassifications or certain corporate reorganizations 
between the date of purchase of the debentures and the date of 
conversion.

     Ownership and Transfer Restrictions.  Debentures are offered 
by the Company to employees who the Board of Directors and 
management determine have contributed significantly to the growth 
and performance of the Company.  Sales of the debentures are 
conditioned upon the execution of a repurchase agreement under 
which the purchaser agrees that he will not transfer the debentures 
except in a sale to the Company.  The Company must purchase any 
debentures offered to it by debenture holders.  The repurchase 
agreement also provides that the debentures must be sold back to 
the Company upon the death or retirement of the purchaser of the 
debenture or the termination of his employment with the Company.  
In any of the above-mentioned instances, the Company will purchase 
the debentures at a price equal to the principal amount thereof, 
together with accrued interest from the last interest payment date 
to the date of such purchase at the stated rate.  No payment is 
made by the Company with respect to the original bond premium.  In 
the event the Company is offered some, but not all, of a debenture 
holder's debentures, the Company may purchase all of such holder's 
debentures.

     Redemption.  Upon not less than ten 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.

     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 debenture holder 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, continued for a period of 60 days and (ii) failure to pay 
principal of the debentures of such series when due, continued for 
a period of 60 days.

     The Trustee, within 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 Company maintains a demand deposit account 
and conducts routine banking business with 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 offered by this Prospectus have 
been passed upon for the Company by Kenneth D. Gaskins.  Mr. 
Gaskins, Corporate Counsel, is an employee of the Company.  Mr. 
Gaskins owns shares of the Company's Class D Stock, and may 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 permits a 
corporation to indemnify its officers and directors to the extent 
provided in that statute.  The Company's Certificate of 
Incorporation and By-laws contain provisions intended to indemnify 
officers and directors against liability to the fullest extent 
permitted by the Delaware General Corporation Law.  The Delaware 
General Corporation Law empowers the Company to maintain insurance 
on behalf of officers and directors against liabilities incurred 
while acting in such capacities.  The Company does maintain such 
insurance.

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		          Certificate of Incorporation (Exhibit 3.1 to the 
               Company's Annual Report on Form 10-K for 1991).

4.2          		By-laws (Exhibit 3.4 to the Company's Annual Report on 
               Form 10-K for 1992).

4.3		          Indenture dated as of July 1, 1986 between the Company 
               and the predecessor of First Bank National Association 
               Omaha as Trustee (Exhibit 4.2 to Amendment No. 1 to the 
               Company's Form S-1 Registration Statement filed August 
               11, 1986).
 
4.4		          Form of Stock Repurchase Agreement for Employee 
               Stockholders (Exhibit 2.1 to the Company's Registration 
               Statement on Form 8-A filed February 20, 1992).
         
4.5	          	Form of Agreement with respect to Convertible Debentures 
               of Peter Kiewit Sons', Inc. (Exhibit 4.6 to Amendment 
               No. 1 to the Company's Form S-1 Registration Statement 
               filed August 11, 1986).
  
5	            	Opinion of Kenneth D. Gaskins, Esq., with respect to 
               legality of securities being registered.
  
23.1		         Consent of Coopers & Lybrand L.L.P.
   
23.2         		Consent of Counsel (included in Exhibit 5).
  

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 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.

          (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered, and the offering of such 
securities at that time shall be deemed to be the initial bona 
fide offering.

           (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 of 
1933, each filing of the registrant's annual report pursuant to 
Section 13(a) or Section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) 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 Securities Exchange Act of 
1934; 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)	The undersigned registrant hereby undertakes to deliver, 
or cause to be delivered with the prospectus to each employee to 
whom the prospectus is sent or given a copy of the registrant's 
annual report to stockholders for its last fiscal year, unless such 
employee otherwise has received a copy of such report, in which 
case the registrant shall state in the prospectus that it will 
promptly furnish, without charge, a copy of such report on written 
request of the employee.  If the last fiscal year of the registrant 
has ended within 120 days prior to the use of the prospectus, the 
annual report of the registrant for the preceding fiscal year may 
be so delivered, but within such 120 day period the annual report 
for the last fiscal year will be furnished to each such employee.

     (e)	The undersigned registrant hereby undertakes to transmit 
or cause to be transmitted to all employees participating in the 
plan who do not otherwise receive such material as stockholders of 
the registrant, at the time and in the manner such material is sent 
to its stockholders, copies of all reports, proxy statements and 
other communications distributed to its stockholders generally.

     (f)	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 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 Securities and Exchange 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 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 the 25th day of August, 1997.

                                  PETER KIEWIT SONS', INC.

                                  By: /s/ Walter Scott, Jr.                 
                                      Walter Scott, Jr.
                                      President

     Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on 
behalf of the registrant and in the capacities indicated on the 
25th day of August, 1997. 

/s/ Walter Scott, Jr.           	Chairman of the Board and President
Walter Scott, Jr. 			            (principal executive officer)

/s/ Eric J. Mortensen            Controller
Eric J. Mortensen					           (principal financial and accounting officer)

/s/ Richard W. Colf              /s/ Charles M. Harper
Richard W. Colf, Director				    Charles M. Harper, Director

/s/ James Q. Crowe               /s/ Tait P. Johnson  
James Q. Crowe, Director				     Tait P. Johnson, Director	

/s/ Robert B. Daugherty          /s/ Peter Kiewit, Jr.              
Robert B. Daugherty, Director				Peter Kiewit, Jr., Director

/s/ Richard Geary               	/s/ Allan K. Kirkwood                       
Richard Geary, Director				      Allan K. Kirkwood, Director

/s/ Bruce E. Grewcock            /s/ Kenneth E. Stinson        
Bruce E. Grewcock, Director				  Kenneth E. Stinson, Director

/s/ William L. Grewcock          /s/ George B. Toll, Jr.            
William L. Grewcock, Director				George B. Toll, Jr., Director
				

		

                          PETER KIEWIT SONS', INC.

                             INDEX TO EXHIBITS

Exhibit
No.		            Description of Exhibit            
                                                                   
 
5		              Legal opinion of Kenneth D. Gaskins, Esq.

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