Registration No.


                       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 SPECIAL EQUITY INCENTIVE PLAN
                        --------------------------------
                            (Full title of the plans)

                                   ROBERT BAND
                      PRESIDENT AND CHIEF OPERATING OFFICER
                               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
 Title of each class of                           Proposed maximum          maximum
    securities to be          Amount to be       offering price per      aggregate offering          Amount of
       registered            registered (1)           share (2)              price (2)           registration fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
<S>                        <C>                  <C>                    <C>                    <C>
Common Stock, $1.00 par         3,000,000               $4.20               $12,600,000             $3,326.40
value
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
</TABLE>

(1)  This  Registration  Statement  covers  options  to  purchase  a maximum  of
     3,000,000  shares of the Company's Common Stock, par value $1.00 per share,
     (the "Common Stock"),  of which 2,200,000 shares have been granted at $4.50
     per share,  with the balance of 800,000  shares  available to be granted in
     accordance with the terms of the Plan.

(2)  The price of  2,200,000  shares is equal to option grant price per share of
     $4.50 and the price of the remaining  800,000 shares is equal to $3.375 per
     share  which is 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 June 27, 2000. See Rule 457(h).  Estimated
     solely for the purpose of calculating the registration fee.

                                      I-2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  heretofore  filed  by  Perini  Corporation  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities Exchange Act of 1934 are incorporated in this Registration  Statement
by reference:

     (i)  The  Registrant's  Annual  Report on Form 10-K for 1999  including the
          consolidated financial statements and related schedules filed pursuant
          to Section 13 of the 1934 Act;

     (ii) Registrant's  Quarterly Report on Form 10-Q for the period ended March
          31,  2000,  Report  on Form  8-K  filed  on  April  12,  2000  and the
          Registrant's Proxy Statement, dated April 19, 2000, used in connection
          with the Annual Meeting of Stockholders held on May 25, 2000;

     (iii)the description of Common Stock of the Registrant  contained under the
          caption "Capital Stock to be Registered" in Registrant's  Registration
          Statement  on Form 8-A  dated May 10,  1973,  as  supplemented  by the
          Shareholder  Rights  Agreement  and  Certificate  of Vote of Directors
          adopting a  Shareholder  Rights  Plan  providing  for the  issuance of
          Series A Junior  Participating  Cumulative  Preferred  Stock  purchase
          right as a dividend (such Shareholder Rights Agreement and Certificate
          of Vote of  Directors  is filed  as  Exhibit  4.4 to the  Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1995), such
          Shareholder  Rights  Agreement was amended and restated on January 17,
          1997 and is filed as Exhibit 4.4 to  Amendment  No. 1 to  Registration
          Statement  on Form 8-A/A  filed on January  29,  1997 and was  further
          amended as of March 29,  2000 and is filed as Exhibit  4.3 to Form 8-K
          filed on April 12, 2000.

     All  reports  or  other  documents  subsequently  filed  by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of filing of such
reports or 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.

     The  Restated  Articles  of  Organization,  as amended,  of the  Registrant
provide for the  elimination  of liability of directors to the Registrant or its
stockholders  for monetary damages for negligent acts or omissions to the extent
permitted by Section 13 of the Business  Corporation Law of the  Commonwealth of
Massachusetts.

     Section  67  of  the  Business  Corporation  Law  of  the  Commonwealth  of
Massachusetts  gives

                                      II-1
<PAGE>

corporations  the power to indemnify  directors,  officers,  employees and other
agents and persons under certain circumstances.

     The By-laws of the  Registrant  provide for  indemnification  of  officers,
directors and certain other corporate  representatives for all expenses incurred
by them in defense of any  proceeding or lawsuit in which they are successful on
the  merits.  In such a  situation,  the  right to  receive  indemnification  is
mandatory  and does not  require an  affirmative  determination  by the Board of
Directors.

     The By-laws  also  authorize  indemnification  of officers,  directors  and
certain other  corporate  representatives  for expenses and liabilities in cases
other  than  those in which  they  are  successful  on the  merits,  subject  to
specified  conditions.  No indemnification shall be provided with respect to any
matter as to which an officer,  director or corporate  representative shall have
been  adjudicated  not to have acted in good faith and in the reasonable  belief
that his action was in the best interest of the Registrant,  or, with respect to
a criminal matter,  that he had reasonable cause to believe that his conduct was
unlawful.  No  indemnification  shall be provided for any director or officer or
corporate  representative with respect to a proceeding by or in the right of the
Registrant in which he is adjudicated to be liable to the Registrant.

     The By-laws  provide that if a proceeding  is  compromised  or settled in a
manner  which  imposes a liability or  obligation  upon a director or officer or
corporate  representative,  no  indemnification  shall be  provided  to him with
respect  to (i) a  proceeding  by or in the right of the  Registrant  unless the
Board  of  Directors  determines  in  its  discretion  that  indemnification  is
appropriate under the circumstances, and (ii) any other type of proceeding if it
is  determined  by the Board of  Directors  that said  director  or  officer  or
corporate  representative  is ineligible to be indemnified  under the By-laws of
the Registrant.

     The  By-laws  provide  that  any   indemnification   other  than  mandatory
indemnification  shall be  authorized in each case as determined by the Board of
Directors, which may act on the indemnification request notwithstanding that one
or more of its  members  are  parties to the  proceeding  or  otherwise  have an
interest in such indemnification.

     The  By-laws  also  authorize  the  Registrant  to  purchase  and  maintain
insurance on behalf of officers and directors  against  liabilities  incurred by
them in their capacities as such,  whether or not the Registrant would have been
able to indemnify them for such liabilities.

     In  January  1987,  the  Registrant   established  the  Perini  Corporation
Indemnity  Trust to assure that  independent  fiduciaries  will  administer  the
indemnification  obligations  of  the  Registrant  to its  directors,  officers,
employees  and  agents  pursuant  to the  laws of  Massachusetts,  its  Restated
Articles of  Organization,  as amended,  By-laws,  and  indemnity  contracts  or
agreements.  State  Street  Bank & Trust  Company  is the  trustee.  The  Perini
Corporation  Indemnity  Trust  currently  has assets of nominal  value but these
could be increased at any time.

     The  By-laws of the  Registrant  authorized  the  Registrant  to enter into
specific  agreements  with its officers and  directors to indemnify  them to the
full extent permitted by law. In December 1986, the Board of Directors  approved
and the  Registrant  entered into  indemnification  agreements  with each of its
directors and certain of its officers. These initial indemnification  agreements
were  ratified  by  stockholders  at the  1987  Annual  Meeting.  The  indemnity
agreements provide for the specific procedures to be followed by the Company and
potential  indemnitee  when  possible  indemnification  situations  arise.  They
provide for, among other things,  procedures for advancing funds,  definition of
covered expenses,  and procedures for ultimately  determining whether or not the
potential  indemnitee  should have been reimbursed and, if so, the extent of the
reimbursement.

     The Registrant has a three-year  insurance  policy,  effective July 1, 1998
with  National  Union Fire  Insurance  Company  insuring  directors and officers
against certain  liabilities  they may incur,  including  liabilities  under the
Securities Act of 1933, as amended. This policy contains standard  reimbursement

                                      II-2
<PAGE>

provisions  to an  aggregate  limit of $25 million and a corporate  retention of
$200,000 for  expenses  reimbursable  to the  directors  and/or  officers of the
Registrant. The policy contains various reporting requirements and exclusions.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits

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

4(a).           Certificate  of  Vote of  Directors  Establishing  a Series of a
                Class of Stock determining  the relative  rights and preferences
                of  the   $21.25  Convertible   Exchangeable   Preferred   Stock
                (incorporated   by  reference to  Exhibit  4(a)  to Registrant's
                Amendment No. 1 to Form S-2 Registrant Statement (No 33-14434)).

4(b).           Form of Deposit Agreement, including form of Depositary  Receipt
                (incorporated  by  reference  to  Exhibit  4(b)  to  Registrants
                Amendment  No. 1  to  Form  S-2  Registration   Statement   (No.
                33-14434)).

4(c).           Form  of  Indenture  with  respect  to  the  8-1/2%  Convertible
                Subordinated  Debentures  Due  June 15, 2012,  including form of
                Debenture   (incorporated   by  reference  to  Exhibit  4(c)  to
                Registrant's Amendment No.  1 to Form S-2 Registration Statement
                (No. 33-14434)).

4(d).           Shareholder Rights Agreement dated as of September 23, 1988,  as
                amended  and  restated as of  May 17, 1990 and January 17, 1997,
                and as  further  amended  and  restated  as  of  March 29, 2000,
                between  Perini  Corporation  and  State  Street  Bank and Trust
                Company,  as  Rights Agent (incorporated by reference to Exhibit
                4.3 to Form 8-K filed on April 12, 2000).

4(e).           Certificate  of  Vote  of  Directors  Establishing  a  Series of
                Preferred Stock determining the relative rights and  preferences
                of the Series B Cumulative  Convertible  Preferred Stock,  dated
                January 16, 1997 (incorporated  by reference to  Exhibit  4.8 to
                Form 8-K filed on February 14, 1997).

4(f)(i).        Exchange  Agreement  by  and  between Perini Corporation and The
                Union  Labor Life  Insurance  Company,  acting on  behalf of its
                Separate Account P, dated as of February 7,  2000  (incorporated
                by  reference  to  Exhibit  10.1 to  Form 8-K filed on April 12,
                2000).

4(f)(ii).       Exchange  Agreement  by  and  between  Perini Corporation and PB
                Capital   Partners,   L.P.,  dated   as  of  February  14,  2000
                (incorporated by reference to Exhibit  10.2 to Form 8-K filed on
                April 12, 2000).

4(f)(iii).      Exchange  Agreement  by  and  between Perini Corporation and The
                Common  Fund for Non-Profit Organizations, dated as of  February
                14, 2000 (incorporated by reference to Exhibit 10.3 to Form  8-K
                filed on April 12, 2000).

                                      II-3
<PAGE>
4.16            Registration Rights Agreement by and among  Perini  Corporation,
                Tutor-Saliba Corporation, Ronald N. Tutor, O&G Industries,  Inc.
                and National Union Fire Insurance Company  of  Pittsburgh,  Pa.,
                BLUM  Capital Partners, L.P., PB  Capital  Partners,  L.P.,  The
                Common  Fund  for  Non-Profit Organizations, and The Union Labor
                Life Insurance Company, acting on behalf of its Separate Account
                P,  dated  as of  March 29,  2000  (incorporated by reference to
                Exhibit 4.1 to Form 8-K filed on April 12, 2000).

4.17            Shareholders' Agreement by and among Perini Corporation,  Tutor-
                Saliba  Corporation,  Ronald N. Tutor, O&G Industries, Inc.  and
                National  Union  Fire Insurance Company of Pittsburgh, Pa., BLUM
                Capital Partners,  L.P.,  PB Capital  Partners, L.P., The Common
                Fund  for  Non-Profit  Organizations,  and  The Union Labor Life
                Insurance  Company, acting  on behalf of its Separate Account P,
                dated as of March 29, 2000 (incorporated by reference to Exhibit
                4.2 to Form 8-K filed on April 12, 2000).

5.              Opinion  of  Robert  E. Higgins, Esq., regarding legality of the
                securities being registered- filed herewith.

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

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

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

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

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

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  Annual Report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act  of  1934  that  is
          incorporated  by  reference  in the  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to the  provisions
          described  in Item 6 above,  or  otherwise,  the  Registrant  has been
          advised that in

                                      II-4

<PAGE>

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

                                      II-5
<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 29th day of June, 2000.

                                Perini Corporation

                                By:  s/Robert Band
                                     ------------------------------------------
                                       Robert Band
                                       President and Chief Operating Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Robert Band and Dennis M. Ryan, 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:
<TABLE>

                 Signature                                     Title                               Date
--------------------------------------------- ----------------------------------------- ----------------------------
<S>                                           <C>                                       <C>

s/Ronald N. Tutor                             Chairman of the Company, Chief                   June 29, 2000
RONALD N. TUTOR                               Executive Officer and Director
                                              (Principal Executive Officer)

s/Robert Band                                 President, Chief Operating Officer and           June 29, 2000
ROBERT BAND                                   Director (Principal Financial Officer)

s/Michael E. Ciskey                           Vice President and Controller                    June 29, 2000
MICHAEL E. CISKEY                             (Principal Accounting Officer)
</TABLE>

                                      II-6

<PAGE>

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

  s/Ronald N. Tutor
  RONALD N. TUTOR                   Director             June 29, 2000

  s/Peter Arkley
  PETER ARKLEY                      Director             June 29, 2000

  s/Robert Band
  ROBERT BAND                       Director             June 29, 2000

  s/Richard J. Boushka
  RICHARD J. BOUSHKA                Director             June 29, 2000

  s/Arthur I. Caplan
  ARTHUR I. CAPLAN                  Director             June 29, 2000

  s/Frederick Doppelt
  FREDERICK DOPPELT                 Director             June 29, 2000

  s/Nancy Hawthorne
  NANCY HAWTHORNE                   Director             June 29, 2000

  s/Robert A. Kennedy
  ROBERT A. KENNEDY                 Director             June 29, 2000

  s/Michael R. Klein
  MICHAEL R. KLEIN                  Director             June 29, 2000

  s/Christopher H. Lee
  CHRISTOPHER H. LEE                Director             June 29, 2000

  s/Raymond R. Oneglia
  RAYMOND R. ONEGLIA                Director             June 29, 2000

                                      II-7
<PAGE>

                                INDEX TO EXHIBITS

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

4(a).           Certificate  of  Vote of  Directors  Establishing  a Series of a
                Class of Stock determining  the relative  rights and preferences
                of  the   $21.25  Convertible   Exchangeable   Preferred   Stock
                (incorporated   by  reference to  Exhibit  4(a)  to Registrant's
                Amendment No. 1 to Form S-2 Registrant Statement (No 33-14434)).

4(b).           Form of Deposit Agreement, including form of Depositary  Receipt
                (incorporated  by  reference  to  Exhibit  4(b)  to  Registrants
                Amendment  No. 1  to  Form  S-2  Registration   Statement   (No.
                33-14434)).

4(c).           Form  of  Indenture  with  respect  to  the  8-1/2%  Convertible
                Subordinated  Debentures  Due  June 15, 2012,  including form of
                Debenture   (incorporated   by  reference  to  Exhibit  4(c)  to
                Registrant's Amendment No.  1 to Form S-2 Registration Statement
                (No. 33-14434)).

4(d).           Shareholder Rights Agreement dated as of September 23, 1988,  as
                amended  and  restated as of  May 17, 1990 and January 17, 1997,
                and as  further  amended  and  restated  as  of  March 29, 2000,
                between  Perini  Corporation  and  State  Street  Bank and Trust
                Company,  as  Rights Agent (incorporated by reference to Exhibit
                4.3 to Form 8-K filed on April 12, 2000).

4(e).           Certificate  of  Vote  of  Directors  Establishing  a  Series of
                Preferred Stock determining the relative rights and  preferences
                of the Series B Cumulative  Convertible  Preferred Stock,  dated
                January 16, 1997 (incorporated  by reference to  Exhibit  4.8 to
                Form 8-K filed on February 14, 1997).

4(f)(i).        Exchange  Agreement  by  and  between Perini Corporation and The
                Union  Labor Life  Insurance  Company,  acting on  behalf of its
                Separate Account P, dated as of February 7,  2000  (incorporated
                by  reference  to  Exhibit  10.1 to  Form 8-K filed on April 12,
                2000).

4(f)(ii).       Exchange  Agreement  by  and  between  Perini Corporation and PB
                Capital   Partners,   L.P.,  dated   as  of  February  14,  2000
                (incorporated by reference to Exhibit  10.2 to Form 8-K filed on
                April 12, 2000).

4(f)(iii).      Exchange  Agreement  by  and  between Perini Corporation and The
                Common  Fund for Non-Profit Organizations, dated as of  February
                14, 2000 (incorporated by reference to Exhibit 10.3 to Form  8-K
                filed on April 12, 2000).

                                      II-8
<PAGE>
4.16            Registration Rights Agreement by and among  Perini  Corporation,
                Tutor-Saliba Corporation, Ronald N. Tutor, O&G Industries,  Inc.
                and National Union Fire Insurance Company  of  Pittsburgh,  Pa.,
                BLUM  Capital Partners, L.P., PB  Capital  Partners,  L.P.,  The
                Common  Fund  for  Non-Profit Organizations, and The Union Labor
                Life Insurance Company, acting on behalf of its Separate Account
                P,  dated  as of  March 29,  2000  (incorporated by reference to
                Exhibit 4.1 to Form 8-K filed on April 12, 2000).

4.17            Shareholders' Agreement by and among Perini Corporation,  Tutor-
                Saliba  Corporation,  Ronald N. Tutor, O&G Industries, Inc.  and
                National  Union  Fire Insurance Company of Pittsburgh, Pa., BLUM
                Capital Partners,  L.P.,  PB Capital  Partners, L.P., The Common
                Fund  for  Non-Profit  Organizations,  and  The Union Labor Life
                Insurance  Company, acting  on behalf of its Separate Account P,
                dated as of March 29, 2000 (incorporated by reference to Exhibit
                4.2 to Form 8-K filed on April 12, 2000).

5.              Opinion  of  Robert  E. Higgins, Esq., regarding legality of the
                securities being registered- filed herewith.

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

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

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

                                      II-9

<PAGE>

                                                                       Exhibit 5







                                              June 29, 2000



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 3,000,000  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  Special Equity  Incentive 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

                                     II-10
<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  on  Form  S-8 of our  report  dated
February 11, 2000, included in Perini  Corporation's  Annual Report on Form 10-K
for the year ended  December 31, 1999 and to all references to our Firm included
in this registration statement.



s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP



Boston, Massachusetts
June 29, 2000




                                     II-11
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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": "333-40370", "film-number": "664086"}, "business-address": {"street1": "73 MT WAYTE AVE", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5086282000"}}
Registration No.

                       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 SPECIAL EQUITY INCENTIVE PLAN
                        --------------------------------
                            (Full title of the plans)

                                   ROBERT BAND
                      PRESIDENT AND CHIEF OPERATING OFFICER
                               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
 Title of each class of                           Proposed maximum          maximum
    securities to be          Amount to be       offering price per      aggregate offering          Amount of
       registered            registered (1)           share (2)              price (2)           registration fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common Stock, $1.00 par         3,000,000               $4.20               $12,600,000             $3,326.40
value
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
(1)  This  Registration  Statement  covers  options  to  purchase  a maximum  of
     3,000,000  shares of the Company's Common Stock, par value $1.00 per share,
     (the "Common Stock"),  of which 2,200,000 shares have been granted at $4.50
     per share,  with the balance of 800,000  shares  available to be granted in
     accordance with the terms of the Plan.

(2)  The price of  2,200,000  shares is equal to option grant price per share of
     $4.50 and the price of the remaining  800,000 shares is equal to $3.375 per
     share  which is 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 June 27, 2000. See Rule 457(h).  Estimated
     solely for the purpose of calculating the registration fee.

                                      I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  heretofore  filed  by  Perini  Corporation  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities Exchange Act of 1934 are incorporated in this Registration  Statement
by reference:

     (i)  The  Registrant's  Annual  Report on Form 10-K for 1999  including the
          consolidated financial statements and related schedules filed pursuant
          to Section 13 of the 1934 Act;

     (ii) Registrant's  Quarterly Report on Form 10-Q for the period ended March
          31,  2000,  Report  on Form  8-K  filed  on  April  12,  2000  and the
          Registrant's Proxy Statement, dated April 19, 2000, used in connection
          with the Annual Meeting of Stockholders held on May 25, 2000;

     (iii)the description of Common Stock of the Registrant  contained under the
          caption "Capital Stock to be Registered" in Registrant's  Registration
          Statement  on Form 8-A  dated May 10,  1973,  as  supplemented  by the
          Shareholder  Rights  Agreement  and  Certificate  of Vote of Directors
          adopting a  Shareholder  Rights  Plan  providing  for the  issuance of
          Series A Junior  Participating  Cumulative  Preferred  Stock  purchase
          right as a dividend (such Shareholder Rights Agreement and Certificate
          of Vote of  Directors  is filed  as  Exhibit  4.4 to the  Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1995), such
          Shareholder  Rights  Agreement was amended and restated on January 17,
          1997 and is filed as Exhibit 4.4 to  Amendment  No. 1 to  Registration
          Statement  on Form 8-A/A  filed on January  29,  1997 and was  further
          amended as of March 29,  2000 and is filed as Exhibit  4.3 to Form 8-K
          filed on April 12, 2000.

     All  reports  or  other  documents  subsequently  filed  by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of filing of such
reports or 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.

     The  Restated  Articles  of  Organization,  as amended,  of the  Registrant
provide for the  elimination  of liability of directors to the Registrant or its
stockholders  for monetary damages for negligent acts or omissions to the extent
permitted by Section 13 of the Business  Corporation Law of the  Commonwealth of
Massachusetts.

     Section  67  of  the  Business  Corporation  Law  of  the  Commonwealth  of
Massachusetts  gives

                                      II-1
corporations  the power to indemnify  directors,  officers,  employees and other
agents and persons under certain circumstances.

     The By-laws of the  Registrant  provide for  indemnification  of  officers,
directors and certain other corporate  representatives for all expenses incurred
by them in defense of any  proceeding or lawsuit in which they are successful on
the  merits.  In such a  situation,  the  right to  receive  indemnification  is
mandatory  and does not  require an  affirmative  determination  by the Board of
Directors.

     The By-laws  also  authorize  indemnification  of officers,  directors  and
certain other  corporate  representatives  for expenses and liabilities in cases
other  than  those in which  they  are  successful  on the  merits,  subject  to
specified  conditions.  No indemnification shall be provided with respect to any
matter as to which an officer,  director or corporate  representative shall have
been  adjudicated  not to have acted in good faith and in the reasonable  belief
that his action was in the best interest of the Registrant,  or, with respect to
a criminal matter,  that he had reasonable cause to believe that his conduct was
unlawful.  No  indemnification  shall be provided for any director or officer or
corporate  representative with respect to a proceeding by or in the right of the
Registrant in which he is adjudicated to be liable to the Registrant.

     The By-laws  provide that if a proceeding  is  compromised  or settled in a
manner  which  imposes a liability or  obligation  upon a director or officer or
corporate  representative,  no  indemnification  shall be  provided  to him with
respect  to (i) a  proceeding  by or in the right of the  Registrant  unless the
Board  of  Directors  determines  in  its  discretion  that  indemnification  is
appropriate under the circumstances, and (ii) any other type of proceeding if it
is  determined  by the Board of  Directors  that said  director  or  officer  or
corporate  representative  is ineligible to be indemnified  under the By-laws of
the Registrant.

     The  By-laws  provide  that  any   indemnification   other  than  mandatory
indemnification  shall be  authorized in each case as determined by the Board of
Directors, which may act on the indemnification request notwithstanding that one
or more of its  members  are  parties to the  proceeding  or  otherwise  have an
interest in such indemnification.

     The  By-laws  also  authorize  the  Registrant  to  purchase  and  maintain
insurance on behalf of officers and directors  against  liabilities  incurred by
them in their capacities as such,  whether or not the Registrant would have been
able to indemnify them for such liabilities.

     In  January  1987,  the  Registrant   established  the  Perini  Corporation
Indemnity  Trust to assure that  independent  fiduciaries  will  administer  the
indemnification  obligations  of  the  Registrant  to its  directors,  officers,
employees  and  agents  pursuant  to the  laws of  Massachusetts,  its  Restated
Articles of  Organization,  as amended,  By-laws,  and  indemnity  contracts  or
agreements.  State  Street  Bank & Trust  Company  is the  trustee.  The  Perini
Corporation  Indemnity  Trust  currently  has assets of nominal  value but these
could be increased at any time.

     The  By-laws of the  Registrant  authorized  the  Registrant  to enter into
specific  agreements  with its officers and  directors to indemnify  them to the
full extent permitted by law. In December 1986, the Board of Directors  approved
and the  Registrant  entered into  indemnification  agreements  with each of its
directors and certain of its officers. These initial indemnification  agreements
were  ratified  by  stockholders  at the  1987  Annual  Meeting.  The  indemnity
agreements provide for the specific procedures to be followed by the Company and
potential  indemnitee  when  possible  indemnification  situations  arise.  They
provide for, among other things,  procedures for advancing funds,  definition of
covered expenses,  and procedures for ultimately  determining whether or not the
potential  indemnitee  should have been reimbursed and, if so, the extent of the
reimbursement.

     The Registrant has a three-year  insurance  policy,  effective July 1, 1998
with  National  Union Fire  Insurance  Company  insuring  directors and officers
against certain  liabilities  they may incur,  including  liabilities  under the
Securities Act of 1933, as amended. This policy contains standard  reimbursement

                                      II-2
provisions  to an  aggregate  limit of $25 million and a corporate  retention of
$200,000 for  expenses  reimbursable  to the  directors  and/or  officers of the
Registrant. The policy contains various reporting requirements and exclusions.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits

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

4(a).           Certificate  of  Vote of  Directors  Establishing  a Series of a
                Class of Stock determining  the relative  rights and preferences
                of  the   $21.25  Convertible   Exchangeable   Preferred   Stock
                (incorporated   by  reference to  Exhibit  4(a)  to Registrant's
                Amendment No. 1 to Form S-2 Registrant Statement (No 33-14434)).

4(b).           Form of Deposit Agreement, including form of Depositary  Receipt
                (incorporated  by  reference  to  Exhibit  4(b)  to  Registrants
                Amendment  No. 1  to  Form  S-2  Registration   Statement   (No.
                33-14434)).

4(c).           Form  of  Indenture  with  respect  to  the  8-1/2%  Convertible
                Subordinated  Debentures  Due  June 15, 2012,  including form of
                Debenture   (incorporated   by  reference  to  Exhibit  4(c)  to
                Registrant's Amendment No.  1 to Form S-2 Registration Statement
                (No. 33-14434)).

4(d).           Shareholder Rights Agreement dated as of September 23, 1988,  as
                amended  and  restated as of  May 17, 1990 and January 17, 1997,
                and as  further  amended  and  restated  as  of  March 29, 2000,
                between  Perini  Corporation  and  State  Street  Bank and Trust
                Company,  as  Rights Agent (incorporated by reference to Exhibit
                4.3 to Form 8-K filed on April 12, 2000).

4(e).           Certificate  of  Vote  of  Directors  Establishing  a  Series of
                Preferred Stock determining the relative rights and  preferences
                of the Series B Cumulative  Convertible  Preferred Stock,  dated
                January 16, 1997 (incorporated  by reference to  Exhibit  4.8 to
                Form 8-K filed on February 14, 1997).

4(f)(i).        Exchange  Agreement  by  and  between Perini Corporation and The
                Union  Labor Life  Insurance  Company,  acting on  behalf of its
                Separate Account P, dated as of February 7,  2000  (incorporated
                by  reference  to  Exhibit  10.1 to  Form 8-K filed on April 12,
                2000).

4(f)(ii).       Exchange  Agreement  by  and  between  Perini Corporation and PB
                Capital   Partners,   L.P.,  dated   as  of  February  14,  2000
                (incorporated by reference to Exhibit  10.2 to Form 8-K filed on
                April 12, 2000).

4(f)(iii).      Exchange  Agreement  by  and  between Perini Corporation and The
                Common  Fund for Non-Profit Organizations, dated as of  February
                14, 2000 (incorporated by reference to Exhibit 10.3 to Form  8-K
                filed on April 12, 2000).

                                      II-3
4.16            Registration Rights Agreement by and among  Perini  Corporation,
                Tutor-Saliba Corporation, Ronald N. Tutor, O&G Industries,  Inc.
                and National Union Fire Insurance Company  of  Pittsburgh,  Pa.,
                BLUM  Capital Partners, L.P., PB  Capital  Partners,  L.P.,  The
                Common  Fund  for  Non-Profit Organizations, and The Union Labor
                Life Insurance Company, acting on behalf of its Separate Account
                P,  dated  as of  March 29,  2000  (incorporated by reference to
                Exhibit 4.1 to Form 8-K filed on April 12, 2000).

4.17            Shareholders' Agreement by and among Perini Corporation,  Tutor-
                Saliba  Corporation,  Ronald N. Tutor, O&G Industries, Inc.  and
                National  Union  Fire Insurance Company of Pittsburgh, Pa., BLUM
                Capital Partners,  L.P.,  PB Capital  Partners, L.P., The Common
                Fund  for  Non-Profit  Organizations,  and  The Union Labor Life
                Insurance  Company, acting  on behalf of its Separate Account P,
                dated as of March 29, 2000 (incorporated by reference to Exhibit
                4.2 to Form 8-K filed on April 12, 2000).

5.              Opinion  of  Robert  E. Higgins, Esq., regarding legality of the
                securities being registered- filed herewith.

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

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

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

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

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

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  Annual Report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act  of  1934  that  is
          incorporated  by  reference  in the  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to the  provisions
          described  in Item 6 above,  or  otherwise,  the  Registrant  has been
          advised that in

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

                                      II-5
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 29th day of June, 2000.

                                Perini Corporation

                                By:  s/Robert Band
                                     ------------------------------------------
                                       Robert Band
                                       President and Chief Operating Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Robert Band and Dennis M. Ryan, 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/Ronald N. Tutor                             Chairman of the Company, Chief                   June 29, 2000
RONALD N. TUTOR                               Executive Officer and Director
                                              (Principal Executive Officer)

s/Robert Band                                 President, Chief Operating Officer and           June 29, 2000
ROBERT BAND                                   Director (Principal Financial Officer)

s/Michael E. Ciskey                           Vice President and Controller                    June 29, 2000
MICHAEL E. CISKEY                             (Principal Accounting Officer)
II-6
Signature                          Title                    Date
 ---------------------              --------            --------------

  s/Ronald N. Tutor
  RONALD N. TUTOR                   Director             June 29, 2000

  s/Peter Arkley
  PETER ARKLEY                      Director             June 29, 2000

  s/Robert Band
  ROBERT BAND                       Director             June 29, 2000

  s/Richard J. Boushka
  RICHARD J. BOUSHKA                Director             June 29, 2000

  s/Arthur I. Caplan
  ARTHUR I. CAPLAN                  Director             June 29, 2000

  s/Frederick Doppelt
  FREDERICK DOPPELT                 Director             June 29, 2000

  s/Nancy Hawthorne
  NANCY HAWTHORNE                   Director             June 29, 2000

  s/Robert A. Kennedy
  ROBERT A. KENNEDY                 Director             June 29, 2000

  s/Michael R. Klein
  MICHAEL R. KLEIN                  Director             June 29, 2000

  s/Christopher H. Lee
  CHRISTOPHER H. LEE                Director             June 29, 2000

  s/Raymond R. Oneglia
  RAYMOND R. ONEGLIA                Director             June 29, 2000

                                      II-7
INDEX TO EXHIBITS

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

4(a).           Certificate  of  Vote of  Directors  Establishing  a Series of a
                Class of Stock determining  the relative  rights and preferences
                of  the   $21.25  Convertible   Exchangeable   Preferred   Stock
                (incorporated   by  reference to  Exhibit  4(a)  to Registrant's
                Amendment No. 1 to Form S-2 Registrant Statement (No 33-14434)).

4(b).           Form of Deposit Agreement, including form of Depositary  Receipt
                (incorporated  by  reference  to  Exhibit  4(b)  to  Registrants
                Amendment  No. 1  to  Form  S-2  Registration   Statement   (No.
                33-14434)).

4(c).           Form  of  Indenture  with  respect  to  the  8-1/2%  Convertible
                Subordinated  Debentures  Due  June 15, 2012,  including form of
                Debenture   (incorporated   by  reference  to  Exhibit  4(c)  to
                Registrant's Amendment No.  1 to Form S-2 Registration Statement
                (No. 33-14434)).

4(d).           Shareholder Rights Agreement dated as of September 23, 1988,  as
                amended  and  restated as of  May 17, 1990 and January 17, 1997,
                and as  further  amended  and  restated  as  of  March 29, 2000,
                between  Perini  Corporation  and  State  Street  Bank and Trust
                Company,  as  Rights Agent (incorporated by reference to Exhibit
                4.3 to Form 8-K filed on April 12, 2000).

4(e).           Certificate  of  Vote  of  Directors  Establishing  a  Series of
                Preferred Stock determining the relative rights and  preferences
                of the Series B Cumulative  Convertible  Preferred Stock,  dated
                January 16, 1997 (incorporated  by reference to  Exhibit  4.8 to
                Form 8-K filed on February 14, 1997).

4(f)(i).        Exchange  Agreement  by  and  between Perini Corporation and The
                Union  Labor Life  Insurance  Company,  acting on  behalf of its
                Separate Account P, dated as of February 7,  2000  (incorporated
                by  reference  to  Exhibit  10.1 to  Form 8-K filed on April 12,
                2000).

4(f)(ii).       Exchange  Agreement  by  and  between  Perini Corporation and PB
                Capital   Partners,   L.P.,  dated   as  of  February  14,  2000
                (incorporated by reference to Exhibit  10.2 to Form 8-K filed on
                April 12, 2000).

4(f)(iii).      Exchange  Agreement  by  and  between Perini Corporation and The
                Common  Fund for Non-Profit Organizations, dated as of  February
                14, 2000 (incorporated by reference to Exhibit 10.3 to Form  8-K
                filed on April 12, 2000).

                                      II-8
4.16            Registration Rights Agreement by and among  Perini  Corporation,
                Tutor-Saliba Corporation, Ronald N. Tutor, O&G Industries,  Inc.
                and National Union Fire Insurance Company  of  Pittsburgh,  Pa.,
                BLUM  Capital Partners, L.P., PB  Capital  Partners,  L.P.,  The
                Common  Fund  for  Non-Profit Organizations, and The Union Labor
                Life Insurance Company, acting on behalf of its Separate Account
                P,  dated  as of  March 29,  2000  (incorporated by reference to
                Exhibit 4.1 to Form 8-K filed on April 12, 2000).

4.17            Shareholders' Agreement by and among Perini Corporation,  Tutor-
                Saliba  Corporation,  Ronald N. Tutor, O&G Industries, Inc.  and
                National  Union  Fire Insurance Company of Pittsburgh, Pa., BLUM
                Capital Partners,  L.P.,  PB Capital  Partners, L.P., The Common
                Fund  for  Non-Profit  Organizations,  and  The Union Labor Life
                Insurance  Company, acting  on behalf of its Separate Account P,
                dated as of March 29, 2000 (incorporated by reference to Exhibit
                4.2 to Form 8-K filed on April 12, 2000).

5.              Opinion  of  Robert  E. Higgins, Esq., regarding legality of the
                securities being registered- filed herewith.

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

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

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

                                      II-9
Exhibit 5

                                              June 29, 2000

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 3,000,000  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  Special Equity  Incentive 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

                                     II-10
Exhibit 23(b)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  on  Form  S-8 of our  report  dated
February 11, 2000, included in Perini  Corporation's  Annual Report on Form 10-K
for the year ended  December 31, 1999 and to all references to our Firm included
in this registration statement.

s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Boston, Massachusetts
June 29, 2000

                                     II-11