As filed with the Securities and Exchange Commission on February 28, 1995.
                                          Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     GUY F. ATKINSON COMPANY OF CALIFORNIA
             (Exact name of registrant as specified in its charter)

             Delaware                             94-1649018
  (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

        1001 Bayhill Drive
       San Bruno, California                         94066
       (Address of Principal                      (Zip Code)
        Executive Offices)

                           1990 EXECUTIVE STOCK PLAN
                            (Full title of the plan)

                                                   Copy to:
         THERESE AMBRUSKO                       BLAIR W. WHITE
   General Counsel and Secretary                T. MICHAEL HIRD
Guy F. Atkinson Company of California      Pillsbury Madison & Sutro
        1001 Bayhill Drive                       P.O. Box 7880
    San Bruno, California 94066             San Francisco, CA 94120
        (415) 876-1000                          (415) 983-1000
   (Name, address and telephone
   number, including area code,
       of agent for service)

                        CALCULATION OF REGISTRATION FEE

Title of         Amount     Proposed Maximum   Proposed        Amount of
Securities To     To Be      Offering PriceMaximum Aggregate Registration
Be Registered  Registered     per Share(1) Offering Price(1)      Fee


Common Stock 500,000 shares      $10.00        $5,000,000      $1,724.40


(1)  Estimated solely for the purpose of calculating the registration fee on
     the basis of the average of the high and low prices as reported on the
     NASDAQ National Market System on February 23, 1995.

                               _________________

     The Registration Statement shall become effective upon filing in
     accordance with Rule 462 under the Securities Act of 1933.

<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


 *Item 1: Plan Information

 *Item 2: Registrant Information and Employee Plan Annual
           Information

 *   Information required by Part I to be contained in the
      Section 10(a) prospectus is omitted from the Registration
      Statement in accordance with Rule 428 under the Securities
      Act of 1933, as amended (the "Securities Act"), and the
      Note to Part I of Form S-8.


                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3:  Incorporation of Documents by Reference


     The following documents, which have been filed by Guy F.
 Atkinson Company of California, a Delaware corporation (the
 "Registrant"), or its predecessor, Guy F. Atkinson Company of
 California, a California corporation (the "Predecessor"), with
 the Securities and Exchange Commission (the "SEC"), are
 incorporated by reference herein:

     (a)  The Predecessor's Annual Report on Form 10-K for the
           year ended December 31, 1993;

     (b)  All other reports filed by the Predecessor or the
           Registrant pursuant to Sections 13(a) or 15(d) of the
           Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since December 31, 1993; and

     (c)  The description of the Predecessor's common stock
           contained in the registration statement on Form 10
           (SEC File No. 0-3062) filed by the Predecessor under
           the Exchange Act with the SEC on April 29, 1968,
           including any amendments or reports filed for the
           purpose of updating such description (as a result of
           the Predecessor's registration of its common stock
           under the Exchange Act, the Registrant's common stock
           is deemed registered under Section 12 of the Exchange
           Act pursuant to Rule 12g-3(a) promulgated thereunder;
           for a discussion regarding the Registrant's common
           stock, please refer to the Predecessor's proxy
           statement for its Annual Meeting held on April 21,
           1994 (SEC File No. 0-3062) at which the Predecessor's
           shareholders approved a reincorporation to Delaware
           which was consummated promptly thereafter and resulted
           in the succession of registrants from the Predecessor
           to the Registrant).

     Until such time that a post-effective amendment to this
 Registration Statement has been filed which indicates that all
 securities issued hereby have been sold or which deregisters all
 securities remaining unsold at the time of such amendment, all
 documents subsequently filed by the Registrant pursuant to
 Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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

     Not applicable.

 Item 5:  Interests of Named Experts and Counsel

     Not applicable.

 Item 6:  Indemnification of Directors and Officers

     Delaware Corporations Code Section 145 ("Section 145") is
 the governing statute concerning indemnification of officers and
 directors and, in effect, provides that a director or officer
 may be indemnified against expenses (including attorneys' fees),
 fines, judgments and amounts paid in settlement actually and
 reasonably incurred by him or her in connection with suits and
 proceedings brought or threatened to be brought against him or
 her by reason of his or her position, if he or she acted in good
 faith and in a manner he or she reasonably believed to be in the
 best interests of the Registrant and, in the case of criminal
 proceedings, had no reason to believe that his or her conduct
 was unlawful.

     With respect to a suit by or on behalf of the Registrant, a
 director or officer may be indemnified against expenses actually
 and reasonably incurred by him or her if he or she acted in good
 faith in a manner he or she reasonably believed to be in or not
 opposed to the best interests of the Registrant.  No
 indemnification shall be made of amounts paid in connection with
 the defense or settlement of a threatened or pending suit as to
 matters which such director or officer shall have been adjudged
 liable to the Registrant, unless the court, upon application,
 determines that despite the adjudication of liability but in
 view of all the circumstances of the case, such person is fairly
 and reasonably entitled to indemnity for such expenses.  To the
 extent that a director or officer has been successful on the
 merits or otherwise in the suit or any claim therein, he or she
 shall be indemnified against expenses actually and reasonably
 incurred by him or her.  The indemnification provided by Section
 145 is not exclusive of any other rights to which such director
 or officer seeking indemnification may be entitled under any
 bylaw, agreement, vote of stockholders or disinterested
 directors or otherwise, with respect to action in his or her
 official capacity and with respect to action in another capacity
 while holding such office.

     Registrant's Certificate of Incorporation (Exhibit 4.1
 hereto) and Registrant's Bylaws (Exhibit 4.2 hereto) provide for
 the maximum indemnification permissible under Delaware law.

 Item 7:  Exemption from Registration Claimed

     Not applicable.

 Item 8:  Exhibits

     See Exhibit Index.

 Item 9:  Undertakings

     1.   The 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.

     2.   The Registrant hereby undertakes to deliver or cause
 to be delivered with the prospectus, to each person to whom the
 prospectus is sent or given, the latest annual report to
 security holders that is incorporated by reference in the
 prospectus and furnished pursuant to and meeting the
 requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;
 and, where interim financial information required to be
 presented by Article 3 of Regulation S-X is 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.

     3.   The Registrant hereby undertakes:

          (i)  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;

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

          (iii) 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.

     4.   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 SEC such indemnification is
 against public policy as expressed in the Securities Act and is,
 therefore, unenforceable.  In the event that a claim for
 indemnification against such liabilities (other than the payment
 by the Registrant of expenses incurred or paid by a director,
 officer or controlling person of the Registrant in the
 successful defense of any action, suit or proceeding) is
 asserted by such director, officer or controlling person in
 connection with the securities being registered, the Registrant
 will, unless in the opinion of its counsel the matter has been
 settled by controlling precedent, submit to a court of
 appropriate jurisdiction the question of whether such
 indemnification by it is against public policy as expressed in
 the Securities Act and will be governed by the final
 adjudication of such issue.
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
 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 autho-

 rized, in the City of San Bruno, State of California, on
 February 27, 1995.

                         GUY F. ATKINSON COMPANY OF
                               CALIFORNIA


                              By       /s/ JACK J. AGRESTI
                                         Jack J. Agresti
                                          President and
                                     Chief Executive Officer


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

        Signature                      Title                     Date

  /s/ Jack J. Agresti          President, Chief                 2/27/95
    Jack J. Agresti            Executive Officer
                               (Principal Executive
                               Officer) and Director

 /s/Herbert D. Montgomery      Vice President and               2/27/95
    Herbert D. Montgomery      Chief Financial Officer
                               (Principal Financial
                               Officer and Principal
                               Accounting Officer)

 */s/Duane E. Atkinson         Director                         2/24/95
    Duane E. Atkinson

 */s/ Ray N. Atkinson          Director                         2/24/95
     Ray N. Atkinson

*/s/ William E. Burch          Director                         2/24/95
   William E. Burch

*/s/J. Phillip Frazier         Director                         2/24/95
  J. Phillip Frazier
 <PAGE>
 */s/ Donald R. Kayser         Director                         2/24/95
    Donald R. Kayser

*/s/ Ross J. Turner            Director                         2/24/95
   Ross J. Turner

*/s/ John F. Whitsett          Director                         2/24/95
   John F. Whitsett


 * By:   /s/ Therese Ambrusko
       Attorney-in-Fact
<PAGE>
                              EXHIBIT INDEX


                                                         Sequentially
 Exhibit Number            Description                   Numbered Page

       4.1*                Certificate of Incorporation       -
                           of the Registrant

       4.2*                Bylaws of the Registrant           -

       4.3**               Stockholder Rights Agreement,      -
                           dated as of May 9, 1994,
                           between Registrant and The
                           Bank of New York, as
                           Rights Agent ("Shareholder
                           Rights Agreement")

       5                   Opinion of Therese Ambrusko        9
                           regarding the legality
                           of certain securities being
                           offered

       24.1                Consent of Coopers & Lybrand       10
                           L.L.P.

       24.2                Consent of Therese Ambrusko        -
                           (filed as a portion of
                           Exhibit 5)

       25                  Power of Attorney                  11

       99                  1990 Executive Stock Plan          12


       *Filed as an exhibit to the Form 10-Q of Registrant for the
 period ended March 31, 1994 (File No. O-3062) and incorporated
 herein by reference.

       **Filed as an exhibit to the Form 8-A of Registrant filed
 on May 10, 1994 (File No. O-3062) and incorporated herein by
  reference.

<PAGE>
                                EXHIBIT 5




                                                        February 23, 1995



 Guy F. Atkinson Company of California
 1001 Bayhill Drive
 San Bruno, California  94066


       Re:  Registration Statement on Form S-8


 Gentlemen:

       With reference to the Registration Statement on Form S-8 to
 be filed by Guy F. Atkinson Company of California, a Delaware
 corporation (the "Company"), with the Securities and Exchange
 Commission under the Securities Act of 1933, relating to up to
 500,000 shares of the Company's Common Stock issuable pursuant
 to the Company's 1990 Executive Stock Plan (the "Stock Plan"),
 it is my opinion that such shares of the Common Stock of the
 Company, when issued and sold in accordance with the Stock Plan,
 will be legally issued, fully paid and nonassessable.

       I hereby consent to the filing of this opinion with the
 Securities and Exchange Commission as Exhibit 5 to the Registra-
 tion Statement.


                                  Very truly yours,


                                  /s/ Therese Ambrusko
<PAGE>
                               EXHIBIT 24.1

                     CONSENT OF INDEPENDENT AUDITORS


 We consent to the incorporation by reference in this
 Registration Statement on Form S-8 of our report dated February
 16, 1994, on our audits of the consolidated financial statements
 and financial statement schedule of Guy F. Atkinson Company of
 California as of December 31, 1993 and 1992 and for the three
 years in the period ended December 31, 1993.



                         /s/ Coopers & Lybrand L.L.P.




 San Francisco, California
 February 23, 1995

 <PAGE>
                           EXHIBIT 25

                          POWER OF ATTORNEY

      KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the
undersigned constitutes and appoints Therese Ambrusko and Herbert
D. Montgomery, and each of them, his true and lawful attorneys-
in-fact and agents, each with full power of substitution and re-
substitution, for him and in his name, place and stead, in any
and all capacities, with respect to the Registration Statement on
Form S-8 of Guy F. Atkinson Company of California, a Delaware
corporation with respect to its 1990 Executive Stock Plan, to
sign such Registration Statement, to sign any and all amendments,
including post-effective amendments, to the such Registration
Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
of said attorneys-in-fact and agents for his or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.


Dated: November 22, 1994      /s/ Duane E. Atkinson
                                   Duane E. Atkinson


Dated: November 22, 1994      /s/ Ray N. Atkinson
                                   Ray N. Atkinson


Dated: November 22, 1994      /s/ William E. Burch
                                   William E. Burch


Dated: November 22, 1994      /s/ J. Phillip Frazier
                                   J. Phillip Frazier


Dated: November 22, 1994      /s/ Thomas J. Henderson
                                   Thomas J. Henderson


Dated: November 22, 1994      /s/ Donald R. Kayser
                                   Donald R. Kayser


Dated: February 16, 1995      /s/ Ross J. Turner
                                   Ross J. Turner


Dated: November 22, 1994      /s/ John F. Whitsett
                                   John F. Whitsett

<PAGE>
                                EXHIBIT 99

                   GUY F. ATKINSON COMPANY OF CALIFORNIA
                         1990 EXECUTIVE STOCK PLAN


  1.   INTRODUCTION:

       This Plan establishes the right of, and procedures for,
Guy F. Atkinson Company of California to grant stock options and
restricted stock to its officers and key employees.  The Plan
provides for the granting of (1) Non-Qualified Stock Options to
purchase the common stock of the Guy F. Atkinson Company of
California and (2) the issuance of shares of the common stock of
the Guy F. Atkinson Company of California, subject to full
restrictions on transfer in any manner for varying periods
("Restricted Shares").  This Plan sets forth provisions available
to both the Non-Qualified Stock Options and Restricted Stock.

  2.   PROVISIONS OF GENERAL APPLICATION:

       The provisions of this Section 2 apply to both Non-
Qualified Options and Restricted Stock issued by the Company.

       2.1  Objectives of the Plan:

       The purpose of this Plan is to encourage ownership of
Common Stock of the Company by officers and key employees of the
Company and current or future subsidiaries.  The Plan is intended
to provide an incentive for maximum effort in the successful
operation of the Company and is expected to benefit the
shareholders of the Company by enabling the Company to attract
and retain personnel of the best available talent through the
opportunity to share, by the proprietary interests created by
this Plan, in the increased value of the Company's shares to
which such personnel have contributed.

       2.2  Stock Reserved for this Plan:

       The common stock to be issued pursuant to this Plan, upon
the exercise of options granted under this Plan or as Restricted
Shares issued under this Plan, will not exceed 500,000 shares of
the common stock of the Company (the "Shares").  Such Shares may
be authorized and unissued Shares or issued Shares acquired by
the Company or any of its subsidiaries.  Shares subject to any
option under this Plan which are not exercised in full prior to
expiration or Shares as to which the right to purchase is
forfeited through default or otherwise, shall remain available
for other options or for issuance as Restricted Shares under this
Plan provided that the aggregate number of Shares under this Plan
shall not exceed 500,000.

       2.3  Administration of this Plan:

       This Plan will be administered by the Board of Directors
of the Company (the "Board").  No member of the Board who is or
may become eligible to receive an option under this Plan shall
participate in the actions of the Board in respect of this Plan.

       The Board on consideration of recommendations of the
Chief Executive Officer of the Company (or the Compensation
Committee of the Board if the recipient is the Chief Executive
Officer), if it deems the same appropriate, shall:

       (a)  Determine the number of Shares subject to any
option, the terms thereof, and direct the Chief Executive
Officer, or other officers in his absence, to issue such options;

       (b)  Determine the number of Shares to be granted with
restrictions and the terms and conditions of such restrictions
and shall direct the Chief Executive Officer, or other officers
in his absence, to issue such Restricted Shares and to effect the
release of such restrictions upon proper fulfillment of
conditions of restrictions;

       (c)  Prescribe rules and regulations from time to time
for administration of this Plan;

       (d)  Decide any questions arising as to the
interpretation or application of any provisions of this Plan.

       Any action, decision, interpretation or determination by
the Board with respect to this Plan shall be final and binding
upon any and all employees.

       2.4  Eligibility; Facts to be Considered in Granting
            Options or Restricted Shares:

       Options or Restricted Shares may be granted to any
officer or key employee who, at the time an option is granted, is
a regular full-time employee of the Company or of any subsidiary.
In its determination of an employee to whom an option or
Restricted Shares shall be granted and the number of Shares to be
covered by such option or grant, the Board shall take into
account the duties of the employee, the present and potential
contributions of the employee to the success of the Company, and
other factors deemed relevant by the Board in connection with
accomplishing the purpose of this Plan.  An employee who has been
granted an option to purchase Shares of the Company, or has been
awarded Restricted Shares, whether under this Plan or otherwise,
may, if the Board shall determine, be granted additional options
or Restricted Shares.

  3.   PROVISIONS APPLICABLE SOLELY TO NON-QUALIFIED STOCK
       OPTIONS:

       3.1  Option Purchase Price.  The option purchase price of
each Share optioned under this Plan shall be the average of the
closing "bid" and "ask" price of the stock as of 4:00 o'clock
p.m., New York City Time as quoted in the National Over-The-
Counter NASDAQ listing as officially published by the National
Association of Securities Dealers, Inc. for the date of grant.

       3.2  Vesting of Non-Qualified Options:

       The Board shall have the authority to establish the time
or times at which the Non-Qualified Stock Option Shares may be
purchased and whether all of the options may be exercised at one
time or in increments.  If not otherwise specified by the Board
at the time of the grant, the exercise rights for each award will
vest with respect to 25% of the Non-Qualified Stock Options so
awarded on each of the first four annual anniversary dates of the
award.

       3.3  Rights of Optionee in the Event of Merger,
            Consolidation, Tender Offer, Sale of Assets or
            Dissolution:

       (a)  Not withstanding anything in this Plan to the
contrary, the Optionee may purchase the full amount of Non-
Qualified Stock Option Shares for which options have been granted
to the Optionee and for which the options have not been exercised
under the following conditions:

          (1)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing
twenty-seven (27) days and ending seven (7) days prior to the
scheduled effective date of a merger or consolidation (as such
effective date may be delayed from time to time) wherein the
Company is not to be the surviving corporation, which merger or
consolidation is not between or among the Company and other
corporations related to or affiliated with the Company;

          (2)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing on
the initial date of a tender offer for the Shares (other than a
tender offer by the Company) subject to the Securities Exchange
Act of 1934 and the rules promulgated thereunder and ending on
the day preceding the scheduled termination date of acceptance of
tenders of shares by the offeror under such tender offer (as such
termination date may be extended by such offeror);

          (3)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing on
the date the shareholders of the Company approve a sale of
substantially all the assets of the Company and ending seven (7)
days prior to the scheduled closing date of such sale (as such
closing date may be delayed from time to time).

          (4)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing on
the date the Company files its statement of Intent to Dissolve
and ending thirty (30) days later but not in any event later than
the day before the Company files its Articles of Dissolution.

       (b)  If the merger, consolidation, tender offer, sale of
assets or dissolution, as the case may be and as described in
Subsection (1) through (4) of Section 3.3(a), once commenced, is
cancelled or revoked, the conditional purchase of Shares for
which the option to purchase would not have otherwise been
exercisable at the time of said cancellation or revocation, but
for the operation of this Section 3.3, shall be rescinded.  With
respect to all other Shares conditionally purchased, the Optionee
may rescind such purchase at his option.

       (c)  If the merger, consolidation, tender offer, or sale
of assets does occur or thirty (30) days passes after a Statement
of Intent to Dissolve is filed (or Articles of Dissolution are
filed) and the Optionee has not conditionally purchased all Non-
Qualified Stock Option Shares, all unexercised options shall
terminate on the effective termination or closing date, or thirty
(30) days after said filing date (but not later than the day
before Articles of Dissolution are filed), as the case may be.

       (d)  If the Company shall be the surviving corporation in
any merger or is a party to a merger or consolidation which is
between or among the Company and other corporations related to or
affiliated with the Company, any option granted hereunder shall
pertain and apply to the securities to which a holder of the
number of Shares of Common Stock subject to the option would have
been entitled.

       (e)  Nothing herein shall allow the Optionee to purchase
Non-Qualified Stock Option Shares, the options for which have
expired.

       3.4  Terms and Expiration of Options:

       Each option granted under this Plan shall be in writing,
shall be subject to such amendment or modification from time to
time as the Board shall deem necessary or appropriate to comply
with or take advantage of applicable laws or regulations and
shall contain provisions to the following effect, together with
such other provisions as the Board shall from time to time
approve:

       (a)  that, subject to the provisions of Section 3.4(b)
below, the option, as to the whole or any part thereof, may be
exercised only by the Optionee or his personal representative;

       (b)  that neither the whole nor any part of the option
shall be transferable by the Optionee or by operation of law
otherwise than by the will of, or by the laws of descent and
distribution applicable to, a deceased Optionee and that the
option and any and all rights granted to the Optionee thereunder
and not theretofore effectively and completely exercised shall
automatically terminate and expire upon any sale, transfer or
hypothecation or any attempted sale, transfer or hypothecation of
such rights or upon the bankruptcy or insolvency of the Optionee
or his or her estate;

       (c)  that subject to the foregoing provisions, an option
may be exercised at different times for portions of the total
number of Shares which the right to purchase shall have vested
provided that such portions are in multiples of one hundred (100)
shares;

       (d)  that the Optionee shall have no right to receive any
dividend on or to vote or exercise any right in respect to any
Shares the certificate for which has not been issued to him;

       (e)  that the option shall expire at the earliest of the
following:

          (1)  The date specified in the option, which in no
event shall be more than ten years from the date of award.

          (2) Ninety days after voluntary or involuntary
termination of Optionee's employment, other than termination as
described in paragraphs (3) or (4) below.

          (3)  Upon the discharge of Optionee for misconduct,
willfully or wantonly harmful to the Company;

          (4)  Twelve (12) months after Optionee's death or
termination due to disability, as those terms are defined in the
Company's pension plan, or normal or approved early retirement;

          (5)  In the event of a merger, consolidation, tender
offer, sale of assets or filing of a Statement of Intent to
Dissolve (or the filing of Articles of Dissolution), on the date
specified in Section 3.3(c).  However, if the merger,
consolidation, tender offer or sale of assets does not occur or
if a Statement of Revocation of Voluntary Dissolution Proceedings
is filed within the thirty (30) days after a Statement of Intent
to Dissolve is filed, as the case may be, all options which are
terminated pursuant to this Subsection (e)(5) shall be reinstated
as if no action with respect to any of said events had been
contemplated or taken by any party thereto and all Optionees
shall be returned to their position on the date of termination;
and

       (f)  that the terms of the option shall not be affected
by any change of duties or position so long as the Optionee shall
continue to be employed by the Company or a subsidiary.

       3.5  Notice of Intent to Exercise Option:

       The Optionee (or other person or persons, if any,
entitled thereto hereunder) desiring to exercise an option
granted hereunder as to all or part of the Shares covered thereby
shall in writing notify the Company at its principal office at 10
West Orange Avenue, South San Francisco, California, to that
effect, specifying the number of Shares to be purchased and, if
required by the Company, representing in form satisfactory to the
Company that the Shares are being purchased for investment and
not with a view to resale or distribution.

       3.6  Method of Exercise of Option:

       Within ten (10) days after receipt of the Company of the
notice provided in the foregoing Section 3.5, but not later than
the expiration date specified in Section 3.4(e), the option shall
be exercised as to the number of Shares specified in the notice
by payment to the Company of the amount specified in Section 3.8
or with the Company's approval by the delivery of an irrevocable
subscription agreement, in conformity with Section 409(d) of the
California Code, for the Shares obligating the option holder to
take and pay the amount set forth in paragraph 3.8 for the stock
not more than twelve (12) months after the date of delivery of
the subscription agreement.  Payment of the purchase price
provided in the Option may be made in cash, or shares of the
Company's common stock owned by the optionee for a period of six
(6) months, or in any combination of cash and shares of the
Company's common stock.  Full or partial payment in shares of the
Company's common stock shall be deemed to be the equivalent of
payment in cash of the fair market value for those shares.  For
purposes of this Plan, "fair market value" is defined as the
average of the closing "bid" and "ask" prices as of 4:00 o'clock
p.m., Eastern Standard Time as quoted in The National Over-The-
Counter NASDAQ listing as officially published by The National
Association of Securities Dealers, Inc. for the date of purchase.

       3.7  Recapitalization:

       The aggregate number of Shares for which options may be
granted hereunder, the number of Shares covered by each
outstanding option, and the price per share thereof in each such
option shall be proportionately adjusted for any increase or
decrease in the number of outstanding Shares of Common Stock of
the Company resulting from a division or consolidation of shares
or any other increase or decrease in such Shares effected without
receipt of consideration by the Company excluding any decrease
arising from the purchase of Shares for the treasury.  If the
adjustment would result in a fractional share, the Optionee shall
be entitled to one (1) additional share, provided that the total
number of shares to be granted under this Plan shall not be
increased above the equivalent number of shares initially
allocated to this Plan.

       3.8  Method of Exercise of Option:

       The amount to be paid by the Optionee upon exercise of a
Non-Qualified Stock Option shall be the full purchase price
thereof provided in the option, together with the amount of
federal, state, or local taxes of any kind required to be
withheld by the Company.  An Optionee may elect to pay his
withholding taxes by having the Company withhold shares of
Company stock having a value equal to the amount required to be
withheld.  The value of the shares to be withheld is deemed to
equal the fair market value of the shares on the day the option
is exercised.  An election by an Optionee to have shares withheld
for this purpose will be subject to the following restrictions:

       (a)  If an Optionee has received multiple option grants,
a separate election must be made for each grant;

       (b)  the election must be made prior to the day the
option is exercised;

       (c)  the election will be irrevocable;

       (d)  the election will be subject to the disapproval of
the Board;

       (e)  if the Optionee is an officer of the Company within
the meaning of Section 16 of the Securities Exchange Act of 1934
("Section 16"), the election may not be made within six months
following the grant of the option; and

       (f)  if the Optionee is an officer of the Company within
the meaning of Section 16, the election must be made either six
months prior to the day the opinion is exercised or in the ten-
day "window period" beginning on the third day following the
release of the Company's quarterly or annual summary statement of
sales and earnings.

       3.9  Substitutions and Assumptions:

       The Board shall have the right to substitute or assume
options in connection with mergers, reorganizations, separations
or other "corporate transactions" as that term is defined in and
said substitutions and assumptions are permitted by Section 425
of the Code and the regulations promulgated thereunder.  The
number of Shares reserved pursuant to Section 2.2 may be
increased by the corresponding number of options assumed and, in
the case of a substitution, by the net increase in the number of
Shares subject to options before and after the substitution.

  4.   PROVISIONS APPLICABLE SOLELY TO RESTRICTED SHARES

       4.1  Restricted Share Grants Participation:

       The Board shall review the recommendation of the CEO and
shall select those executives or key employees of the Company and
its subsidiaries it considers will best serve the purpose of this
Plan and shall determine the number of Restricted Shares to be
awarded to each such participant.

       4.2  Number of Shares Available:

       The aggregate number of Shares of common stock of Guy F.
Atkinson Company of California which may be issued as restricted
stock shall not exceed 100,000 shares or 20% of the total shares
reserved for this Plan.

<PAGE>
       4.3  Restrictions for Restricted Shares:

       No shares of restricted stock may be sold, assigned,
pledged, hypothecated or otherwise transferred or encumbered
unless and until the restrictions are released at such date and
dates, not less than one year nor more than five years after the
date of the award, and in such installments as the Board may
determine at the time of each award.  At the appropriate date,
certificates for the portion of the shares released may be
surrendered for reissue without any restrictive legend.  Unless
Restricted Shares are reverted to the Company, the Participant as
owner of record shall at all times be entitled to all dividends
and other distributions and to exercise all voting rights related
thereto.

       4.4  Condition of Award:

       The fact that an employee has been awarded Restricted
Shares under this Plan shall not effect nor qualify the right of
the employer to terminate such employee's employment at any time.

       4.5  Cessation of Employment:

       In the event the recipient of Restricted Shares cease to
be an employee of the Company, its subsidiaries or affiliates
while holding restricted stock and:

       (a)  Such cessation is by reason of death or disability
as such terms are defined from time to time in the Company's
pension plan, the restrictions shall be released with respect to
all Restricted Shares.

       (b)  Such cessation is by reason of retirement at or
after normal retirement date as that term is defined in the
Company's pension plan, the restrictions described herein shall
be released with respect to a number of shares which bear the
same relation to the number of shares then held as (i) the number
of full calendar months between the date of the award for such
shares and such cessation bears, (ii) the number of full calendar
months between the date of the award and the final date
restrictions are released, unless the Board, in its sole
discretion, releases the restrictions with respect to a greater
number of Restricted Shares.  Any remaining Restricted Shares
shall at the date of such cessation revert to the Company without
any action on the part of the Recipient whose interest therein
shall forthwith cease.

       (c)  Such cessation is by any reason not contemplated
under paragraph (a) or (b) above, all shares of restricted stock
shall as of the date of such cessation revert to the Company
without any action on the part of the Recipient whose interest
therein shall forthwith cease unless the Board, in its sole
discretion, releases the restrictions with respect to any part of
the shares.

       Restricted Shares which shall revert to the Company under
the terms of this article shall remain available under the Plan
for issuance either in an option award or as Restricted Shares.

       4.6  Consent of Participant:

       Every Participant shall be bound by the terms, conditions
and restrictions of this Plan, and acceptance of any award of
Restricted Shares pursuant to this Plan shall constitute an
agreement between the Participant and the Company or any of its
subsidiary companies and any successors in interest of any of
them.

       5. TERMINATION AND AMENDMENT OF THIS PLAN:

       The Board may at any time modify, amend or terminate this
Plan, provided, however, that no amendment or modification shall
increase the number of shares reserved for this Plan or change
the class of employee to whom the Shares are reserved under this
Plan.  No amendment, modification, or termination of the Plan may
adversely affect options granted prior to such actions or
Restricted Shares issued prior to such action.

       6. DURATION OF PLAN:

       This Plan will terminate on April 15, 1995, unless an
earlier termination date is fixed by action of the Board, but any
options granted or Restricted Shares awarded prior thereto shall
continue outstanding in accordance with the terms and conditions
of this Plan.
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As filed with the Securities and Exchange Commission on February 28, 1995.
                                          Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     GUY F. ATKINSON COMPANY OF CALIFORNIA
             (Exact name of registrant as specified in its charter)

             Delaware                             94-1649018
  (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

        1001 Bayhill Drive
       San Bruno, California                         94066
       (Address of Principal                      (Zip Code)
        Executive Offices)

                           1990 EXECUTIVE STOCK PLAN
                            (Full title of the plan)

                                                   Copy to:
         THERESE AMBRUSKO                       BLAIR W. WHITE
   General Counsel and Secretary                T. MICHAEL HIRD
Guy F. Atkinson Company of California      Pillsbury Madison & Sutro
        1001 Bayhill Drive                       P.O. Box 7880
    San Bruno, California 94066             San Francisco, CA 94120
        (415) 876-1000                          (415) 983-1000
   (Name, address and telephone
   number, including area code,
       of agent for service)

                        CALCULATION OF REGISTRATION FEE

Title of         Amount     Proposed Maximum   Proposed        Amount of
Securities To     To Be      Offering PriceMaximum Aggregate Registration
Be Registered  Registered     per Share(1) Offering Price(1)      Fee

Common Stock 500,000 shares      $10.00        $5,000,000      $1,724.40

(1)  Estimated solely for the purpose of calculating the registration fee on
     the basis of the average of the high and low prices as reported on the
     NASDAQ National Market System on February 23, 1995.

                               _________________

     The Registration Statement shall become effective upon filing in
     accordance with Rule 462 under the Securities Act of 1933.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 *Item 1: Plan Information

 *Item 2: Registrant Information and Employee Plan Annual
           Information

 *   Information required by Part I to be contained in the
      Section 10(a) prospectus is omitted from the Registration
      Statement in accordance with Rule 428 under the Securities
      Act of 1933, as amended (the "Securities Act"), and the
      Note to Part I of Form S-8.

                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3:  Incorporation of Documents by Reference

     The following documents, which have been filed by Guy F.
 Atkinson Company of California, a Delaware corporation (the
 "Registrant"), or its predecessor, Guy F. Atkinson Company of
 California, a California corporation (the "Predecessor"), with
 the Securities and Exchange Commission (the "SEC"), are
 incorporated by reference herein:

     (a)  The Predecessor's Annual Report on Form 10-K for the
           year ended December 31, 1993;

     (b)  All other reports filed by the Predecessor or the
           Registrant pursuant to Sections 13(a) or 15(d) of the
           Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since December 31, 1993; and

     (c)  The description of the Predecessor's common stock
           contained in the registration statement on Form 10
           (SEC File No. 0-3062) filed by the Predecessor under
           the Exchange Act with the SEC on April 29, 1968,
           including any amendments or reports filed for the
           purpose of updating such description (as a result of
           the Predecessor's registration of its common stock
           under the Exchange Act, the Registrant's common stock
           is deemed registered under Section 12 of the Exchange
           Act pursuant to Rule 12g-3(a) promulgated thereunder;
           for a discussion regarding the Registrant's common
           stock, please refer to the Predecessor's proxy
           statement for its Annual Meeting held on April 21,
           1994 (SEC File No. 0-3062) at which the Predecessor's
           shareholders approved a reincorporation to Delaware
           which was consummated promptly thereafter and resulted
           in the succession of registrants from the Predecessor
           to the Registrant).

     Until such time that a post-effective amendment to this
 Registration Statement has been filed which indicates that all
 securities issued hereby have been sold or which deregisters all
 securities remaining unsold at the time of such amendment, all
 documents subsequently filed by the Registrant pursuant to
 Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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

     Not applicable.

 Item 5:  Interests of Named Experts and Counsel

     Not applicable.

 Item 6:  Indemnification of Directors and Officers

     Delaware Corporations Code Section 145 ("Section 145") is
 the governing statute concerning indemnification of officers and
 directors and, in effect, provides that a director or officer
 may be indemnified against expenses (including attorneys' fees),
 fines, judgments and amounts paid in settlement actually and
 reasonably incurred by him or her in connection with suits and
 proceedings brought or threatened to be brought against him or
 her by reason of his or her position, if he or she acted in good
 faith and in a manner he or she reasonably believed to be in the
 best interests of the Registrant and, in the case of criminal
 proceedings, had no reason to believe that his or her conduct
 was unlawful.

     With respect to a suit by or on behalf of the Registrant, a
 director or officer may be indemnified against expenses actually
 and reasonably incurred by him or her if he or she acted in good
 faith in a manner he or she reasonably believed to be in or not
 opposed to the best interests of the Registrant.  No
 indemnification shall be made of amounts paid in connection with
 the defense or settlement of a threatened or pending suit as to
 matters which such director or officer shall have been adjudged
 liable to the Registrant, unless the court, upon application,
 determines that despite the adjudication of liability but in
 view of all the circumstances of the case, such person is fairly
 and reasonably entitled to indemnity for such expenses.  To the
 extent that a director or officer has been successful on the
 merits or otherwise in the suit or any claim therein, he or she
 shall be indemnified against expenses actually and reasonably
 incurred by him or her.  The indemnification provided by Section
 145 is not exclusive of any other rights to which such director
 or officer seeking indemnification may be entitled under any
 bylaw, agreement, vote of stockholders or disinterested
 directors or otherwise, with respect to action in his or her
 official capacity and with respect to action in another capacity
 while holding such office.

     Registrant's Certificate of Incorporation (Exhibit 4.1
 hereto) and Registrant's Bylaws (Exhibit 4.2 hereto) provide for
 the maximum indemnification permissible under Delaware law.

 Item 7:  Exemption from Registration Claimed

     Not applicable.

 Item 8:  Exhibits

     See Exhibit Index.

 Item 9:  Undertakings

     1.   The 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.

     2.   The Registrant hereby undertakes to deliver or cause
 to be delivered with the prospectus, to each person to whom the
 prospectus is sent or given, the latest annual report to
 security holders that is incorporated by reference in the
 prospectus and furnished pursuant to and meeting the
 requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;
 and, where interim financial information required to be
 presented by Article 3 of Regulation S-X is 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.

     3.   The Registrant hereby undertakes:

          (i)  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;

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

          (iii) 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.

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

     Pursuant to the requirements of the Securities Act of 1933,
 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 autho-

 rized, in the City of San Bruno, State of California, on
 February 27, 1995.

                         GUY F. ATKINSON COMPANY OF
                               CALIFORNIA

                              By       /s/ JACK J. AGRESTI
                                         Jack J. Agresti
                                          President and
                                     Chief Executive Officer

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

        Signature                      Title                     Date

  /s/ Jack J. Agresti          President, Chief                 2/27/95
    Jack J. Agresti            Executive Officer
                               (Principal Executive
                               Officer) and Director

 /s/Herbert D. Montgomery      Vice President and               2/27/95
    Herbert D. Montgomery      Chief Financial Officer
                               (Principal Financial
                               Officer and Principal
                               Accounting Officer)

 */s/Duane E. Atkinson         Director                         2/24/95
    Duane E. Atkinson

 */s/ Ray N. Atkinson          Director                         2/24/95
     Ray N. Atkinson

*/s/ William E. Burch          Director                         2/24/95
   William E. Burch

*/s/J. Phillip Frazier         Director                         2/24/95
  J. Phillip Frazier
*/s/ Donald R. Kayser         Director                         2/24/95
    Donald R. Kayser

*/s/ Ross J. Turner            Director                         2/24/95
   Ross J. Turner

*/s/ John F. Whitsett          Director                         2/24/95
   John F. Whitsett

 * By:   /s/ Therese Ambrusko
       Attorney-in-Fact
EXHIBIT INDEX

                                                         Sequentially
 Exhibit Number            Description                   Numbered Page

       4.1*                Certificate of Incorporation       -
                           of the Registrant

       4.2*                Bylaws of the Registrant           -

       4.3**               Stockholder Rights Agreement,      -
                           dated as of May 9, 1994,
                           between Registrant and The
                           Bank of New York, as
                           Rights Agent ("Shareholder
                           Rights Agreement")

       5                   Opinion of Therese Ambrusko        9
                           regarding the legality
                           of certain securities being
                           offered

       24.1                Consent of Coopers & Lybrand       10
                           L.L.P.

       24.2                Consent of Therese Ambrusko        -
                           (filed as a portion of
                           Exhibit 5)

       25                  Power of Attorney                  11

       99                  1990 Executive Stock Plan          12

       *Filed as an exhibit to the Form 10-Q of Registrant for the
 period ended March 31, 1994 (File No. O-3062) and incorporated
 herein by reference.

       **Filed as an exhibit to the Form 8-A of Registrant filed
 on May 10, 1994 (File No. O-3062) and incorporated herein by
  reference.
EXHIBIT 5

                                                        February 23, 1995

 Guy F. Atkinson Company of California
 1001 Bayhill Drive
 San Bruno, California  94066

       Re:  Registration Statement on Form S-8

 Gentlemen:

       With reference to the Registration Statement on Form S-8 to
 be filed by Guy F. Atkinson Company of California, a Delaware
 corporation (the "Company"), with the Securities and Exchange
 Commission under the Securities Act of 1933, relating to up to
 500,000 shares of the Company's Common Stock issuable pursuant
 to the Company's 1990 Executive Stock Plan (the "Stock Plan"),
 it is my opinion that such shares of the Common Stock of the
 Company, when issued and sold in accordance with the Stock Plan,
 will be legally issued, fully paid and nonassessable.

       I hereby consent to the filing of this opinion with the
 Securities and Exchange Commission as Exhibit 5 to the Registra-
 tion Statement.

                                  Very truly yours,

                                  /s/ Therese Ambrusko
EXHIBIT 24.1

                     CONSENT OF INDEPENDENT AUDITORS

 We consent to the incorporation by reference in this
 Registration Statement on Form S-8 of our report dated February
 16, 1994, on our audits of the consolidated financial statements
 and financial statement schedule of Guy F. Atkinson Company of
 California as of December 31, 1993 and 1992 and for the three
 years in the period ended December 31, 1993.

                         /s/ Coopers & Lybrand L.L.P.

 San Francisco, California
 February 23, 1995
EXHIBIT 25

                          POWER OF ATTORNEY

      KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the
undersigned constitutes and appoints Therese Ambrusko and Herbert
D. Montgomery, and each of them, his true and lawful attorneys-
in-fact and agents, each with full power of substitution and re-
substitution, for him and in his name, place and stead, in any
and all capacities, with respect to the Registration Statement on
Form S-8 of Guy F. Atkinson Company of California, a Delaware
corporation with respect to its 1990 Executive Stock Plan, to
sign such Registration Statement, to sign any and all amendments,
including post-effective amendments, to the such Registration
Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
of said attorneys-in-fact and agents for his or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Dated: November 22, 1994      /s/ Duane E. Atkinson
                                   Duane E. Atkinson

Dated: November 22, 1994      /s/ Ray N. Atkinson
                                   Ray N. Atkinson

Dated: November 22, 1994      /s/ William E. Burch
                                   William E. Burch

Dated: November 22, 1994      /s/ J. Phillip Frazier
                                   J. Phillip Frazier

Dated: November 22, 1994      /s/ Thomas J. Henderson
                                   Thomas J. Henderson

Dated: November 22, 1994      /s/ Donald R. Kayser
                                   Donald R. Kayser

Dated: February 16, 1995      /s/ Ross J. Turner
                                   Ross J. Turner

Dated: November 22, 1994      /s/ John F. Whitsett
                                   John F. Whitsett
EXHIBIT 99

                   GUY F. ATKINSON COMPANY OF CALIFORNIA
                         1990 EXECUTIVE STOCK PLAN

  1.   INTRODUCTION:

       This Plan establishes the right of, and procedures for,
Guy F. Atkinson Company of California to grant stock options and
restricted stock to its officers and key employees.  The Plan
provides for the granting of (1) Non-Qualified Stock Options to
purchase the common stock of the Guy F. Atkinson Company of
California and (2) the issuance of shares of the common stock of
the Guy F. Atkinson Company of California, subject to full
restrictions on transfer in any manner for varying periods
("Restricted Shares").  This Plan sets forth provisions available
to both the Non-Qualified Stock Options and Restricted Stock.

  2.   PROVISIONS OF GENERAL APPLICATION:

       The provisions of this Section 2 apply to both Non-
Qualified Options and Restricted Stock issued by the Company.

       2.1  Objectives of the Plan:

       The purpose of this Plan is to encourage ownership of
Common Stock of the Company by officers and key employees of the
Company and current or future subsidiaries.  The Plan is intended
to provide an incentive for maximum effort in the successful
operation of the Company and is expected to benefit the
shareholders of the Company by enabling the Company to attract
and retain personnel of the best available talent through the
opportunity to share, by the proprietary interests created by
this Plan, in the increased value of the Company's shares to
which such personnel have contributed.

       2.2  Stock Reserved for this Plan:

       The common stock to be issued pursuant to this Plan, upon
the exercise of options granted under this Plan or as Restricted
Shares issued under this Plan, will not exceed 500,000 shares of
the common stock of the Company (the "Shares").  Such Shares may
be authorized and unissued Shares or issued Shares acquired by
the Company or any of its subsidiaries.  Shares subject to any
option under this Plan which are not exercised in full prior to
expiration or Shares as to which the right to purchase is
forfeited through default or otherwise, shall remain available
for other options or for issuance as Restricted Shares under this
Plan provided that the aggregate number of Shares under this Plan
shall not exceed 500,000.

       2.3  Administration of this Plan:

       This Plan will be administered by the Board of Directors
of the Company (the "Board").  No member of the Board who is or
may become eligible to receive an option under this Plan shall
participate in the actions of the Board in respect of this Plan.

       The Board on consideration of recommendations of the
Chief Executive Officer of the Company (or the Compensation
Committee of the Board if the recipient is the Chief Executive
Officer), if it deems the same appropriate, shall:

       (a)  Determine the number of Shares subject to any
option, the terms thereof, and direct the Chief Executive
Officer, or other officers in his absence, to issue such options;

       (b)  Determine the number of Shares to be granted with
restrictions and the terms and conditions of such restrictions
and shall direct the Chief Executive Officer, or other officers
in his absence, to issue such Restricted Shares and to effect the
release of such restrictions upon proper fulfillment of
conditions of restrictions;

       (c)  Prescribe rules and regulations from time to time
for administration of this Plan;

       (d)  Decide any questions arising as to the
interpretation or application of any provisions of this Plan.

       Any action, decision, interpretation or determination by
the Board with respect to this Plan shall be final and binding
upon any and all employees.

       2.4  Eligibility; Facts to be Considered in Granting
            Options or Restricted Shares:

       Options or Restricted Shares may be granted to any
officer or key employee who, at the time an option is granted, is
a regular full-time employee of the Company or of any subsidiary.
In its determination of an employee to whom an option or
Restricted Shares shall be granted and the number of Shares to be
covered by such option or grant, the Board shall take into
account the duties of the employee, the present and potential
contributions of the employee to the success of the Company, and
other factors deemed relevant by the Board in connection with
accomplishing the purpose of this Plan.  An employee who has been
granted an option to purchase Shares of the Company, or has been
awarded Restricted Shares, whether under this Plan or otherwise,
may, if the Board shall determine, be granted additional options
or Restricted Shares.

  3.   PROVISIONS APPLICABLE SOLELY TO NON-QUALIFIED STOCK
       OPTIONS:

       3.1  Option Purchase Price.  The option purchase price of
each Share optioned under this Plan shall be the average of the
closing "bid" and "ask" price of the stock as of 4:00 o'clock
p.m., New York City Time as quoted in the National Over-The-
Counter NASDAQ listing as officially published by the National
Association of Securities Dealers, Inc. for the date of grant.

       3.2  Vesting of Non-Qualified Options:

       The Board shall have the authority to establish the time
or times at which the Non-Qualified Stock Option Shares may be
purchased and whether all of the options may be exercised at one
time or in increments.  If not otherwise specified by the Board
at the time of the grant, the exercise rights for each award will
vest with respect to 25% of the Non-Qualified Stock Options so
awarded on each of the first four annual anniversary dates of the
award.

       3.3  Rights of Optionee in the Event of Merger,
            Consolidation, Tender Offer, Sale of Assets or
            Dissolution:

       (a)  Not withstanding anything in this Plan to the
contrary, the Optionee may purchase the full amount of Non-
Qualified Stock Option Shares for which options have been granted
to the Optionee and for which the options have not been exercised
under the following conditions:

          (1)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing
twenty-seven (27) days and ending seven (7) days prior to the
scheduled effective date of a merger or consolidation (as such
effective date may be delayed from time to time) wherein the
Company is not to be the surviving corporation, which merger or
consolidation is not between or among the Company and other
corporations related to or affiliated with the Company;

          (2)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing on
the initial date of a tender offer for the Shares (other than a
tender offer by the Company) subject to the Securities Exchange
Act of 1934 and the rules promulgated thereunder and ending on
the day preceding the scheduled termination date of acceptance of
tenders of shares by the offeror under such tender offer (as such
termination date may be extended by such offeror);

          (3)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing on
the date the shareholders of the Company approve a sale of
substantially all the assets of the Company and ending seven (7)
days prior to the scheduled closing date of such sale (as such
closing date may be delayed from time to time).

          (4)  The Optionee may conditionally purchase any or all
Non-Qualified Stock Option Shares during the period commencing on
the date the Company files its statement of Intent to Dissolve
and ending thirty (30) days later but not in any event later than
the day before the Company files its Articles of Dissolution.

       (b)  If the merger, consolidation, tender offer, sale of
assets or dissolution, as the case may be and as described in
Subsection (1) through (4) of Section 3.3(a), once commenced, is
cancelled or revoked, the conditional purchase of Shares for
which the option to purchase would not have otherwise been
exercisable at the time of said cancellation or revocation, but
for the operation of this Section 3.3, shall be rescinded.  With
respect to all other Shares conditionally purchased, the Optionee
may rescind such purchase at his option.

       (c)  If the merger, consolidation, tender offer, or sale
of assets does occur or thirty (30) days passes after a Statement
of Intent to Dissolve is filed (or Articles of Dissolution are
filed) and the Optionee has not conditionally purchased all Non-
Qualified Stock Option Shares, all unexercised options shall
terminate on the effective termination or closing date, or thirty
(30) days after said filing date (but not later than the day
before Articles of Dissolution are filed), as the case may be.

       (d)  If the Company shall be the surviving corporation in
any merger or is a party to a merger or consolidation which is
between or among the Company and other corporations related to or
affiliated with the Company, any option granted hereunder shall
pertain and apply to the securities to which a holder of the
number of Shares of Common Stock subject to the option would have
been entitled.

       (e)  Nothing herein shall allow the Optionee to purchase
Non-Qualified Stock Option Shares, the options for which have
expired.

       3.4  Terms and Expiration of Options:

       Each option granted under this Plan shall be in writing,
shall be subject to such amendment or modification from time to
time as the Board shall deem necessary or appropriate to comply
with or take advantage of applicable laws or regulations and
shall contain provisions to the following effect, together with
such other provisions as the Board shall from time to time
approve:

       (a)  that, subject to the provisions of Section 3.4(b)
below, the option, as to the whole or any part thereof, may be
exercised only by the Optionee or his personal representative;

       (b)  that neither the whole nor any part of the option
shall be transferable by the Optionee or by operation of law
otherwise than by the will of, or by the laws of descent and
distribution applicable to, a deceased Optionee and that the
option and any and all rights granted to the Optionee thereunder
and not theretofore effectively and completely exercised shall
automatically terminate and expire upon any sale, transfer or
hypothecation or any attempted sale, transfer or hypothecation of
such rights or upon the bankruptcy or insolvency of the Optionee
or his or her estate;

       (c)  that subject to the foregoing provisions, an option
may be exercised at different times for portions of the total
number of Shares which the right to purchase shall have vested
provided that such portions are in multiples of one hundred (100)
shares;

       (d)  that the Optionee shall have no right to receive any
dividend on or to vote or exercise any right in respect to any
Shares the certificate for which has not been issued to him;

       (e)  that the option shall expire at the earliest of the
following:

          (1)  The date specified in the option, which in no
event shall be more than ten years from the date of award.

          (2) Ninety days after voluntary or involuntary
termination of Optionee's employment, other than termination as
described in paragraphs (3) or (4) below.

          (3)  Upon the discharge of Optionee for misconduct,
willfully or wantonly harmful to the Company;

          (4)  Twelve (12) months after Optionee's death or
termination due to disability, as those terms are defined in the
Company's pension plan, or normal or approved early retirement;

          (5)  In the event of a merger, consolidation, tender
offer, sale of assets or filing of a Statement of Intent to
Dissolve (or the filing of Articles of Dissolution), on the date
specified in Section 3.3(c).  However, if the merger,
consolidation, tender offer or sale of assets does not occur or
if a Statement of Revocation of Voluntary Dissolution Proceedings
is filed within the thirty (30) days after a Statement of Intent
to Dissolve is filed, as the case may be, all options which are
terminated pursuant to this Subsection (e)(5) shall be reinstated
as if no action with respect to any of said events had been
contemplated or taken by any party thereto and all Optionees
shall be returned to their position on the date of termination;
and

       (f)  that the terms of the option shall not be affected
by any change of duties or position so long as the Optionee shall
continue to be employed by the Company or a subsidiary.

       3.5  Notice of Intent to Exercise Option:

       The Optionee (or other person or persons, if any,
entitled thereto hereunder) desiring to exercise an option
granted hereunder as to all or part of the Shares covered thereby
shall in writing notify the Company at its principal office at 10
West Orange Avenue, South San Francisco, California, to that
effect, specifying the number of Shares to be purchased and, if
required by the Company, representing in form satisfactory to the
Company that the Shares are being purchased for investment and
not with a view to resale or distribution.

       3.6  Method of Exercise of Option:

       Within ten (10) days after receipt of the Company of the
notice provided in the foregoing Section 3.5, but not later than
the expiration date specified in Section 3.4(e), the option shall
be exercised as to the number of Shares specified in the notice
by payment to the Company of the amount specified in Section 3.8
or with the Company's approval by the delivery of an irrevocable
subscription agreement, in conformity with Section 409(d) of the
California Code, for the Shares obligating the option holder to
take and pay the amount set forth in paragraph 3.8 for the stock
not more than twelve (12) months after the date of delivery of
the subscription agreement.  Payment of the purchase price
provided in the Option may be made in cash, or shares of the
Company's common stock owned by the optionee for a period of six
(6) months, or in any combination of cash and shares of the
Company's common stock.  Full or partial payment in shares of the
Company's common stock shall be deemed to be the equivalent of
payment in cash of the fair market value for those shares.  For
purposes of this Plan, "fair market value" is defined as the
average of the closing "bid" and "ask" prices as of 4:00 o'clock
p.m., Eastern Standard Time as quoted in The National Over-The-
Counter NASDAQ listing as officially published by The National
Association of Securities Dealers, Inc. for the date of purchase.

       3.7  Recapitalization:

       The aggregate number of Shares for which options may be
granted hereunder, the number of Shares covered by each
outstanding option, and the price per share thereof in each such
option shall be proportionately adjusted for any increase or
decrease in the number of outstanding Shares of Common Stock of
the Company resulting from a division or consolidation of shares
or any other increase or decrease in such Shares effected without
receipt of consideration by the Company excluding any decrease
arising from the purchase of Shares for the treasury.  If the
adjustment would result in a fractional share, the Optionee shall
be entitled to one (1) additional share, provided that the total
number of shares to be granted under this Plan shall not be
increased above the equivalent number of shares initially
allocated to this Plan.

       3.8  Method of Exercise of Option:

       The amount to be paid by the Optionee upon exercise of a
Non-Qualified Stock Option shall be the full purchase price
thereof provided in the option, together with the amount of
federal, state, or local taxes of any kind required to be
withheld by the Company.  An Optionee may elect to pay his
withholding taxes by having the Company withhold shares of
Company stock having a value equal to the amount required to be
withheld.  The value of the shares to be withheld is deemed to
equal the fair market value of the shares on the day the option
is exercised.  An election by an Optionee to have shares withheld
for this purpose will be subject to the following restrictions:

       (a)  If an Optionee has received multiple option grants,
a separate election must be made for each grant;

       (b)  the election must be made prior to the day the
option is exercised;

       (c)  the election will be irrevocable;

       (d)  the election will be subject to the disapproval of
the Board;

       (e)  if the Optionee is an officer of the Company within
the meaning of Section 16 of the Securities Exchange Act of 1934
("Section 16"), the election may not be made within six months
following the grant of the option; and

       (f)  if the Optionee is an officer of the Company within
the meaning of Section 16, the election must be made either six
months prior to the day the opinion is exercised or in the ten-
day "window period" beginning on the third day following the
release of the Company's quarterly or annual summary statement of
sales and earnings.

       3.9  Substitutions and Assumptions:

       The Board shall have the right to substitute or assume
options in connection with mergers, reorganizations, separations
or other "corporate transactions" as that term is defined in and
said substitutions and assumptions are permitted by Section 425
of the Code and the regulations promulgated thereunder.  The
number of Shares reserved pursuant to Section 2.2 may be
increased by the corresponding number of options assumed and, in
the case of a substitution, by the net increase in the number of
Shares subject to options before and after the substitution.

  4.   PROVISIONS APPLICABLE SOLELY TO RESTRICTED SHARES

       4.1  Restricted Share Grants Participation:

       The Board shall review the recommendation of the CEO and
shall select those executives or key employees of the Company and
its subsidiaries it considers will best serve the purpose of this
Plan and shall determine the number of Restricted Shares to be
awarded to each such participant.

       4.2  Number of Shares Available:

       The aggregate number of Shares of common stock of Guy F.
Atkinson Company of California which may be issued as restricted
stock shall not exceed 100,000 shares or 20% of the total shares
reserved for this Plan.
4.3  Restrictions for Restricted Shares:

       No shares of restricted stock may be sold, assigned,
pledged, hypothecated or otherwise transferred or encumbered
unless and until the restrictions are released at such date and
dates, not less than one year nor more than five years after the
date of the award, and in such installments as the Board may
determine at the time of each award.  At the appropriate date,
certificates for the portion of the shares released may be
surrendered for reissue without any restrictive legend.  Unless
Restricted Shares are reverted to the Company, the Participant as
owner of record shall at all times be entitled to all dividends
and other distributions and to exercise all voting rights related
thereto.

       4.4  Condition of Award:

       The fact that an employee has been awarded Restricted
Shares under this Plan shall not effect nor qualify the right of
the employer to terminate such employee's employment at any time.

       4.5  Cessation of Employment:

       In the event the recipient of Restricted Shares cease to
be an employee of the Company, its subsidiaries or affiliates
while holding restricted stock and:

       (a)  Such cessation is by reason of death or disability
as such terms are defined from time to time in the Company's
pension plan, the restrictions shall be released with respect to
all Restricted Shares.

       (b)  Such cessation is by reason of retirement at or
after normal retirement date as that term is defined in the
Company's pension plan, the restrictions described herein shall
be released with respect to a number of shares which bear the
same relation to the number of shares then held as (i) the number
of full calendar months between the date of the award for such
shares and such cessation bears, (ii) the number of full calendar
months between the date of the award and the final date
restrictions are released, unless the Board, in its sole
discretion, releases the restrictions with respect to a greater
number of Restricted Shares.  Any remaining Restricted Shares
shall at the date of such cessation revert to the Company without
any action on the part of the Recipient whose interest therein
shall forthwith cease.

       (c)  Such cessation is by any reason not contemplated
under paragraph (a) or (b) above, all shares of restricted stock
shall as of the date of such cessation revert to the Company
without any action on the part of the Recipient whose interest
therein shall forthwith cease unless the Board, in its sole
discretion, releases the restrictions with respect to any part of
the shares.

       Restricted Shares which shall revert to the Company under
the terms of this article shall remain available under the Plan
for issuance either in an option award or as Restricted Shares.

       4.6  Consent of Participant:

       Every Participant shall be bound by the terms, conditions
and restrictions of this Plan, and acceptance of any award of
Restricted Shares pursuant to this Plan shall constitute an
agreement between the Participant and the Company or any of its
subsidiary companies and any successors in interest of any of
them.

       5. TERMINATION AND AMENDMENT OF THIS PLAN:

       The Board may at any time modify, amend or terminate this
Plan, provided, however, that no amendment or modification shall
increase the number of shares reserved for this Plan or change
the class of employee to whom the Shares are reserved under this
Plan.  No amendment, modification, or termination of the Plan may
adversely affect options granted prior to such actions or
Restricted Shares issued prior to such action.

       6. DURATION OF PLAN:

       This Plan will terminate on April 15, 1995, unless an
earlier termination date is fixed by action of the Board, but any
options granted or Restricted Shares awarded prior thereto shall
continue outstanding in accordance with the terms and conditions
of this Plan.