Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               Perini Corporation
     -----------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                  MASSACHUSETTS
     -----------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   04-1717070
                 -----------------------------------------------
                      (I.R.S. Employer Identification No.)

73  MT.  WAYTE   AVENUE,   FRAMINGHAM,   MASSACHUSETTS   01701  (508)   628-2000
--------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

             PERINI CORPORATION AMENDED AND RESTATED (1997) GENERAL
                           INCENTIVE COMPENSATION PLAN
              PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION
                    BUSINESS UNIT INCENTIVE COMPENSATION PLAN
                        --------------------------------
                            (Full title of the plans)

DAVID B. PERINI CHAIRMAN OF THE COMPANY PERINI  CORPORATION 73 MT. WAYTE AVENUE,
FRAMINGHAM,          MASSACHUSETTS          01701         (508)         628-2000
-------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                            Richard A. Soden, Esquire
                           Goodwin, Procter & Hoar LLP
                   Exchange Place, Boston, Massachusetts 02109
                                 (617) 570-1000
<PAGE>

<TABLE>
<CAPTION>
 
                         Calculation of Registration Fee

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

                                                                         Proposed maximum
 Title of each class of                           Proposed maximum      aggregate offering
    securities to be          Amount to be       offering price per          price (2)              Amount of
       registered            registered (1)           share (2)                                 registration fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
<S>                        <C>                  <C>                    <C>                    <C>    
Common Stock, $1.00 par          280,000              $ 5.09375             $ 1,426,250             $ 397.00
value (3)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
</TABLE>

(1)     This Registration Statement also covers such additional Common Shares as
        may be issuable under the Perini Corporation Amended and Restated (1997)
        General Incentive  Compensation Plan and the Perini Corporation  Amended
        and Restated Construction Business Unit Incentive Compensation Plan as a
        result of the anti-dilution provisions thereof.

(2)     Based  upon the  average  of the high and low  prices  for the shares of
        Common Stock as reported on the  American  Stock  Exchange  Consolidated
        Reporting System on April 6, 1999. See Rule 457(h). Estimated solely for
        the purpose of calculating the registration fee.

(3)     This  Registration  Statement  relates to Rights to  purchase  shares of
        Series A Junior Participating  Preferred Stock which are attached to all
        shares of Common  Stock  outstanding  as of, and issued  subsequent  to,
        September  26,  1988,  pursuant to the terms of the  Shareholder  Rights
        Agreement  dated as of September 23, 1988, as amended and restated as of
        May 17, 1990, as further  amended and restated as of January 17, 1997 by
        and between the Registrant  and State Street Bank and Trust Company,  as
        Rights Agent.  Until the occurrence of certain  prescribed  events,  the
        Rights are not  excercisable,  are evidenced by the certificates for the
        Common Stock and will be transferred with and only with such stock.


        The  Prospectus  included in this  Registration  Statement in accordance
        with  Rule 429  under  the  Securities  Act of 1933,  as  amended,  is a
        combined  prospectus  and,  in  addition  to the  securities  registered
        hereby,  relates to the securities registered in Registration  Statement
        Nos.  33-46961,   33-53190,   33-60654,  33-70206,  33-52967,  33-58519,
        333-03417, 333-26423 and 333-51911.

                                       1
<PAGE>


        This Registration  Statement is registering  75,000 additional shares of
Common Stock, $1.00 par value, for issuance pursuant to the Registrant's Amended
and Restated (1997) General Incentive  Compensation Plan, and 205,000 additional
shares of Common Stock for  issuance  pursuant to the  Registrant's  Amended and
Restated Construction Business Unit Incentive Compensation Plan.

        Pursuant to  instruction  E of Form S-8,  the  contents of  Registration
Statement Nos.  33-46961,  33-53190,  33-60654,  33-70206,  33-52967,  33-58519,
333-03417,  333-26423  and  333-51911  on Form S-8 are  incorporated  herein  by
reference.

Item 8. Exhibits

                The  following  are  filed  as  exhibits  to  this  Registration
                Statement.

                5       Opinion of Robert E. Higgins, Esq., as to legality

                23(a)   Consent of Robert E. Higgins, Esq. (see Exhibit 5)

                23(b)   Consent  of  Arthur  Andersen  LLP,  Independent  Public
                        Accountants

                24      Power of Attorney (contained on Signature Page)

                                       2
<PAGE>

                                   SIGNATURES



        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Perini  Corporation,  certifies that 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 Framingham, Massachusetts, on the 8th
day of April, 1999.

                                   Perini Corporation

                                   By:  s/David B. Perini                       
                                        David B. Perini
                                        Chairman

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints  David B. Perini and Robert  Band,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any  and  all  capacities,  to  sign  any  or  all  amendments,   including  any
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents 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 he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Signature                       Title                               Date

s/David B. Perini     Chairman of the Company and Director         April 8, 1999
DAVID B. PERINI       (Principal Executive Officer)

s/Robert Band         Executive Vice President, Chief              April 8, 1999
ROBERT BAND           Financial Officer (Principal Financial
                      Officer)

s/Barry R. Blake      Vice President and Controller                April 8, 1999
BARRY R. BLAKE       (Principal Accounting Officer)

                                       3
<PAGE>


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

------------------
RICHARD J. BOUSHKA                Director                         April 8, 1999

s/Arthur I. Caplan
------------------
ARTHUR I. CAPLAN                  Director                         April 8, 1999

s/Marshall M. Criser
--------------------
MARSHALL M. CRISER                Director                         April 8, 1999

s/Frederick Doppelt
-------------------
FREDERICK DOPPELT                 Director                         April 8, 1999

s/Albert A. Dorman
------------------
ALBERT A. DORMAN                  Director                         April 8, 1999

s/Arthur J. Fox, Jr.
--------------------
ARTHUR J. FOX, JR.                Director                         April 8, 1999

s/Nancy Hawthorne
-----------------
NANCY HAWTHORNE                   Director                         April 8, 1999

s/Michael R. Klein
------------------
MICHAEL R. KLEIN                  Director                         April 8, 1999

-------------------
DOUGLAS J. McCARRON               Director                         April 8, 1999

s/John J. McHale
----------------
JOHN J. McHALE                    Director                         April 8, 1999

--------------
JANE E. NEWMAN                    Director                         April 8, 1999

---------------
RONALD N. TUTOR                   Director                         April 8, 1999

                                       4
<PAGE>


                                INDEX TO EXHIBITS




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

5.                      Opinion of Robert E. Higgins, Esq., regarding legality -
                        filed herewith.

23(a).                  Consent of Robert E. Higgins, Esq., (see Exhibit 5).

23(b).                  Consent  of  Arthur  Andersen  LLP,  Independent  Public
                        Accountants - filed herewith.

24.                     Power of Attorney (contained on Signature Page).




                                       5
<PAGE>



                                                                      Exhibit 5







                                            April 8, 1999



Perini Corporation
73 Mt. Wayte Avenue
Framingham, MA 01701

Re:  Registration Statement on Form S-8

Dear Sirs:

        I  am  acting  as  counsel  to  Perini   Corporation,   a  Massachusetts
corporation  (the "Company") and am an attorney duly admitted to practice in the
Commonwealth of Massachusetts.

        I refer to the  Registration  Statement  on Form S-8 of the Company with
respect to 280,000  shares (the  "Subject  Shares") of Common  Stock,  $1.00 par
value,  of the Company to be issued to certain  officers  and key  employees  as
incentive  compensation  under the Company's Amended and Restated (1997) General
Incentive  Compensation Plan and Amended and Restated Construction Business Unit
Incentive  Compensation Plan. In connection with the foregoing,  I have examined
such corporate records and documents and certificates of officers of the Company
and have made such other  inquiries as I deemed  appropriate in order to express
the opinion set forth below.

        Based on the foregoing, I am of the opinion that the Subject Shares have
been duly  authorized and when issued,  will be validly  issued,  fully paid and
non-assessable,  with no personal  liability  attaching to the ownership thereof
subject to Section 45 of the Massachusetts Business Corporation Law.

        I am the owner of 60 shares of the Company's Common Stock.

        I  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Registration  Statement.  In giving this consent,  I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933,  as amended,  or the Rules or  Regulations  of the
Securities and Exchange Commission thereunder.



                                           Very truly yours,



                                           s/Robert E. Higgins
                                           -------------------
                                           Robert E. Higgins
                                           Counsel

                                6 
<PAGE>

                                                                   Exhibit 23(b)




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our reports dated February 23, 1999
included in Perini  Corporation's  Annual Report on Form 10-K for the year ended
December  31,  1998  and  to  all  references  to  our  Firm  included  in  this
registration statement.



                                           s/ Arthur Andersen LLP      
                                           ----------------------------
                                           ARTHUR ANDERSEN LLP



Boston, Massachusetts
April 8, 1999


                                       7
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{"company-data": {"conformed-name": "PERINI CORP", "cik": "0000077543", "assigned-sic": "1540", "irs-number": "041717070", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75905", "film-number": "99589605"}, "business-address": {"street1": "73 MT WAYTE AVE", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5086282000"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               Perini Corporation
     -----------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                  MASSACHUSETTS
     -----------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   04-1717070
                 -----------------------------------------------
                      (I.R.S. Employer Identification No.)

73  MT.  WAYTE   AVENUE,   FRAMINGHAM,   MASSACHUSETTS   01701  (508)   628-2000
--------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

             PERINI CORPORATION AMENDED AND RESTATED (1997) GENERAL
                           INCENTIVE COMPENSATION PLAN
              PERINI CORPORATION AMENDED AND RESTATED CONSTRUCTION
                    BUSINESS UNIT INCENTIVE COMPENSATION PLAN
                        --------------------------------
                            (Full title of the plans)

DAVID B. PERINI CHAIRMAN OF THE COMPANY PERINI  CORPORATION 73 MT. WAYTE AVENUE,
FRAMINGHAM,          MASSACHUSETTS          01701         (508)         628-2000
-------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                            Richard A. Soden, Esquire
                           Goodwin, Procter & Hoar LLP
                   Exchange Place, Boston, Massachusetts 02109
                                 (617) 570-1000
Calculation of Registration Fee

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

                                                                         Proposed maximum
 Title of each class of                           Proposed maximum      aggregate offering
    securities to be          Amount to be       offering price per          price (2)              Amount of
       registered            registered (1)           share (2)                                 registration fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common Stock, $1.00 par          280,000              $ 5.09375             $ 1,426,250             $ 397.00
value (3)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
(1)     This Registration Statement also covers such additional Common Shares as
        may be issuable under the Perini Corporation Amended and Restated (1997)
        General Incentive  Compensation Plan and the Perini Corporation  Amended
        and Restated Construction Business Unit Incentive Compensation Plan as a
        result of the anti-dilution provisions thereof.

(2)     Based  upon the  average  of the high and low  prices  for the shares of
        Common Stock as reported on the  American  Stock  Exchange  Consolidated
        Reporting System on April 6, 1999. See Rule 457(h). Estimated solely for
        the purpose of calculating the registration fee.

(3)     This  Registration  Statement  relates to Rights to  purchase  shares of
        Series A Junior Participating  Preferred Stock which are attached to all
        shares of Common  Stock  outstanding  as of, and issued  subsequent  to,
        September  26,  1988,  pursuant to the terms of the  Shareholder  Rights
        Agreement  dated as of September 23, 1988, as amended and restated as of
        May 17, 1990, as further  amended and restated as of January 17, 1997 by
        and between the Registrant  and State Street Bank and Trust Company,  as
        Rights Agent.  Until the occurrence of certain  prescribed  events,  the
        Rights are not  excercisable,  are evidenced by the certificates for the
        Common Stock and will be transferred with and only with such stock.

        The  Prospectus  included in this  Registration  Statement in accordance
        with  Rule 429  under  the  Securities  Act of 1933,  as  amended,  is a
        combined  prospectus  and,  in  addition  to the  securities  registered
        hereby,  relates to the securities registered in Registration  Statement
        Nos.  33-46961,   33-53190,   33-60654,  33-70206,  33-52967,  33-58519,
        333-03417, 333-26423 and 333-51911.

                                       1
This Registration  Statement is registering  75,000 additional shares of
Common Stock, $1.00 par value, for issuance pursuant to the Registrant's Amended
and Restated (1997) General Incentive  Compensation Plan, and 205,000 additional
shares of Common Stock for  issuance  pursuant to the  Registrant's  Amended and
Restated Construction Business Unit Incentive Compensation Plan.

        Pursuant to  instruction  E of Form S-8,  the  contents of  Registration
Statement Nos.  33-46961,  33-53190,  33-60654,  33-70206,  33-52967,  33-58519,
333-03417,  333-26423  and  333-51911  on Form S-8 are  incorporated  herein  by
reference.

Item 8. Exhibits

                The  following  are  filed  as  exhibits  to  this  Registration
                Statement.

                5       Opinion of Robert E. Higgins, Esq., as to legality

                23(a)   Consent of Robert E. Higgins, Esq. (see Exhibit 5)

                23(b)   Consent  of  Arthur  Andersen  LLP,  Independent  Public
                        Accountants

                24      Power of Attorney (contained on Signature Page)

                                       2
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Perini  Corporation,  certifies that 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 Framingham, Massachusetts, on the 8th
day of April, 1999.

                                   Perini Corporation

                                   By:  s/David B. Perini                       
                                        David B. Perini
                                        Chairman

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints  David B. Perini and Robert  Band,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any  and  all  capacities,  to  sign  any  or  all  amendments,   including  any
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents 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 he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Signature                       Title                               Date

s/David B. Perini     Chairman of the Company and Director         April 8, 1999
DAVID B. PERINI       (Principal Executive Officer)

s/Robert Band         Executive Vice President, Chief              April 8, 1999
ROBERT BAND           Financial Officer (Principal Financial
                      Officer)

s/Barry R. Blake      Vice President and Controller                April 8, 1999
BARRY R. BLAKE       (Principal Accounting Officer)

                                       3
Signature                         Title                            Date
---------                         -----                            ----

------------------
RICHARD J. BOUSHKA                Director                         April 8, 1999

s/Arthur I. Caplan
------------------
ARTHUR I. CAPLAN                  Director                         April 8, 1999

s/Marshall M. Criser
--------------------
MARSHALL M. CRISER                Director                         April 8, 1999

s/Frederick Doppelt
-------------------
FREDERICK DOPPELT                 Director                         April 8, 1999

s/Albert A. Dorman
------------------
ALBERT A. DORMAN                  Director                         April 8, 1999

s/Arthur J. Fox, Jr.
--------------------
ARTHUR J. FOX, JR.                Director                         April 8, 1999

s/Nancy Hawthorne
-----------------
NANCY HAWTHORNE                   Director                         April 8, 1999

s/Michael R. Klein
------------------
MICHAEL R. KLEIN                  Director                         April 8, 1999

-------------------
DOUGLAS J. McCARRON               Director                         April 8, 1999

s/John J. McHale
----------------
JOHN J. McHALE                    Director                         April 8, 1999

--------------
JANE E. NEWMAN                    Director                         April 8, 1999

---------------
RONALD N. TUTOR                   Director                         April 8, 1999

                                       4
INDEX TO EXHIBITS

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

5.                      Opinion of Robert E. Higgins, Esq., regarding legality -
                        filed herewith.

23(a).                  Consent of Robert E. Higgins, Esq., (see Exhibit 5).

23(b).                  Consent  of  Arthur  Andersen  LLP,  Independent  Public
                        Accountants - filed herewith.

24.                     Power of Attorney (contained on Signature Page).

                                       5
Exhibit 5

                                            April 8, 1999

Perini Corporation
73 Mt. Wayte Avenue
Framingham, MA 01701

Re:  Registration Statement on Form S-8

Dear Sirs:

        I  am  acting  as  counsel  to  Perini   Corporation,   a  Massachusetts
corporation  (the "Company") and am an attorney duly admitted to practice in the
Commonwealth of Massachusetts.

        I refer to the  Registration  Statement  on Form S-8 of the Company with
respect to 280,000  shares (the  "Subject  Shares") of Common  Stock,  $1.00 par
value,  of the Company to be issued to certain  officers  and key  employees  as
incentive  compensation  under the Company's Amended and Restated (1997) General
Incentive  Compensation Plan and Amended and Restated Construction Business Unit
Incentive  Compensation Plan. In connection with the foregoing,  I have examined
such corporate records and documents and certificates of officers of the Company
and have made such other  inquiries as I deemed  appropriate in order to express
the opinion set forth below.

        Based on the foregoing, I am of the opinion that the Subject Shares have
been duly  authorized and when issued,  will be validly  issued,  fully paid and
non-assessable,  with no personal  liability  attaching to the ownership thereof
subject to Section 45 of the Massachusetts Business Corporation Law.

        I am the owner of 60 shares of the Company's Common Stock.

        I  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Registration  Statement.  In giving this consent,  I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933,  as amended,  or the Rules or  Regulations  of the
Securities and Exchange Commission thereunder.

                                           Very truly yours,

                                           s/Robert E. Higgins
                                           -------------------
                                           Robert E. Higgins
                                           Counsel

                                6
Exhibit 23(b)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our reports dated February 23, 1999
included in Perini  Corporation's  Annual Report on Form 10-K for the year ended
December  31,  1998  and  to  all  references  to  our  Firm  included  in  this
registration statement.

                                           s/ Arthur Andersen LLP      
                                           ----------------------------
                                           ARTHUR ANDERSEN LLP

Boston, Massachusetts
April 8, 1999

                                       7