Registration No. 33-
                                                                   


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               PERINI CORPORATION                  
             (Exact name of Registrant as specified in its charter)

                                 MASSACHUSETTS                         
         (State or other jurisdiction of incorporation or organization)

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

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


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


                                DAVID B. PERINI
                             CHAIRMAN AND PRESIDENT
                               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:

                            Thomas W. Jackson, Esq.
                           Jacobs Persinger & Parker
                   77 Water Street, New York, New York  10005
                                 (212) 344-1866



                        Calculation of Registration Fee

                                                                      
                                               Proposed
  Title of each                                maximum
    class of      Amount      Proposed maximum aggregate   Amount of
  securities to   to be        offering price  offering   registration
  be registered registered(1)   per share(2)   price(2)      fee
                                                                      

  Common Stock, 
  1.00 par value  325,000        $10.0625    $3,270,312.50   $1,127.69
                                                                      

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

  (2) Based upon the average of the high and low prices for the shares of
      Common Stock as reported on the American Stock Exchange Consolidated
      Reporting System on April 7, 1995.  See Rule 457(h).  Estimated solely
      for the purpose of calculating the registration fee.
                                                                      

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




           This Registration Statement is registering 325,000 additional
  shares of Common Stock, $1.00 par value, for issuance pursuant to the
  Registrant's Amended and Restated General Incentive Compensation Plan and
  Amended and Restated Construction Business Unit Incentive Compensation
  Plan.

           The contents of Registration Statement Nos. 33-46961, 33-53190,
  33-60654, 33-70206 and 33-52967 on Form S-8 are incorporated herein by
  reference.

  Item 8.  Exhibits

           The following are filed as exhibits to this Registration
  Statement.

      23     Consent of Arthur Andersen LLP, Independent Public Accountants

      24     Power of Attorney (contained on Signature Page)





  PROSPECTUS


                               PERINI CORPORATION


                         45,218 shares of Common Stock
                               ($1.00 Par Value)


           This Prospectus  may be used by  certain individuals  (named under
  the  caption  and  hereinafter called  "Selling  Stockholders")  of  Perini
  Corporation (the "Company"), in connection with sales by  them of shares of
  Common Stock  of  the Company  (the  "Common  Stock"), acquired  under  the
  Company's  Amended and  Restated General  Incentive  Compensation Plan  and
<PAGE>

  Amended  and  Restated Construction  Business  Unit  Incentive Compensation
  Plan (collectively  the  "Plans").    See  pages  3-4  herein  for  further
  information  with  respect  to  such  Selling Stockholders.    The  Selling
  Stockholders have informed the Company that such shares may be sold on  the
  American Stock  Exchange, on which  the Common Stock  is listed, at  prices
  than prevailing  on such exchange  without the payment  of any underwriting
  commission or discount  other than broker's  fees paid  in connection  with
  usual  broker's  transactions  effected  on  such  exchange,  or  in  other
  transactions at  negotiated prices.  The  Company will pay  the expenses of
  this Prospectus  but will  receive  no part  of the  proceeds of  any  such
  sales.

           The last reported sale price of the Common Stock on April 7,  1995
  as reported  on the American Stock  Exchange Consolidated  Reporting System
  was $10.00 per share.

           The  Common  Stock  to  which  this  Prospectus relate  have  been
  approved for listing on the American Stock Exchange.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

           This Prospectus  does  not  constitute  an  offer  to  sell  or  a
  solicitation of an offer to  buy any of the securities to  which it relates
  in any  state to any person  to whom it is  unlawful to make  such offer or
  solicitation  in  such  state.    No  person  is  authorized  to  give  any
  information or to  make any representation not contained in this Prospectus
  in connection  with the offer  described herein, and  any information, data
  or  representation not  contained herein,  if given  or  made, must  not be
  relied  upon  as  having  been   authorized  by  the  Company   or  Selling
  Stockholders.

           The date of this Prospectus is April 10, 1995.



                             AVAILABLE INFORMATION

           The Company  is subject to the  informational requirements  of the
  Securities  Exchange  Act of  1934  (the  "1934  Act")  and, in  accordance
  therewith, files reports, proxy  statements and other information with  the
  Securities and Exchange  Commission.   Such reports,  proxy statements  and
  other  information can be  inspected and copied at  prescribed rates at the
  following public reference  facilities maintained by the  Commission:   450
  Fifth Street,  N.W., Room  1024, Judiciary  Plaza, Washington, D.C.  20549;
  Northwestern  Atrium Center, 500 West  Madison Street, Suite 1400, Chicago,
  Illinois 60661; and  7 World Trade Center,  13th floor, New York,  New York
  10048.    In  addition, reports,  proxy  statements  and  other information
  concerning  the Company  can be  inspected at  the offices  of the American
  Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

           The following documents, heretofore filed by  the Company with the
  Securities and Exchange Commission pursuant to the Securities  Exchange Act
  of 1934, are hereby incorporated in this Prospectus by reference:

      1. The Company's Annual Report on  Form 10-K (File No. 1-6314)  for the
         year ended December  31, 1994, including the  consolidated financial
         statements and  related schedules  filed pursuant  to Section 13  of
         the 1934 Act. 
<PAGE>

      2. The Company's  Proxy Statement  dated April 12,  1995 to be  used in
         connection the Annual  Meeting of Stockholders to be held on May 18,
         1995.

           All  documents  subsequently  filed by  the  Company  pursuant  to
  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the  filing of
  a  post-effective amendment  which indicates  that  all securities  offered
  herein have  been sold or  which deregisters all  securities then remaining
  unsold, shall be  deemed to be incorporated by reference in this Prospectus
  and to be  a part hereof from  the date of filing  of such documents.   Any
  statement  contained in  this Prospectus  or in  any document  incorporated
  herein by reference shall be deemed modified or superseded  for purposes of
  this  Prospectus to the  extent that  any statement contained  herein or in
  any  subsequently   filed  document  that  also  is  or  is  deemed  to  be
  incorporated by reference modifies or supersedes such statement.

           The Company  undertakes to provide without  charge to each person,
  including any beneficial  owner, to whom this Prospectus is delivered, upon
  written or  oral request  of such  person, a  copy of  any and  all of  the
  information which  has been  incorporated by  reference in this  Prospectus
  (other than  exhibits to  the information  which has  been incorporated  by
  reference herein unless  such exhibits have specifically  been incorporated
  by  reference into  the information  which  this Prospectus  incorporates).
  Any  such request should  be directed  to Perini Corporation,  73 Mt. Wayte
  Avenue, Framingham,  Massachusetts  01701;  Attention:  Richard E. Burnham,
  Esq., Telephone number (508) 628-2000. 


                                  THE COMPANY

           The Company  is the issuer  of the  Common Stock  covered by  this
  Prospectus.  The Company  is a Massachusetts corporation.   The address  of
  its  principal  executive  offices is  73  Mt.  Wayte  Avenue,  Framingham,
  Massachusetts  01701 and its telephone number is (508) 628-2000.


                              SELLING STOCKHOLDERS

           The  following table  sets  forth  certain information  about  the
  Selling Stockholders, each  of whom is an  employee of the Company or  of a
  wholly-owned subsidiary  of  the Company.    The  shares appearing  in  the
  column  entitled "Common  Stock  Offered Hereby"  have  been issued  to the
  Selling Stockholders under the Plans.

           The  Selling Stockholders may from time  to time offer all or part
  of the foregoing shares  in the manner set forth  on the cover page  of the
  Prospectus.  The Company will pay the expenses  of this Prospectus but will
  receive no sale proceeds.

                                                       Number of
  Name and Positions    Common Stock         Common    Shares and 
  with the Company or   Beneficially         Stock     Percentage Owned
  Affiliates within     Owned at             Offered   after Completion
  the Past 3 Years      April 7, 1995*       Hereby    of Offering

  John H. Schwarz          21,917            6,747        15,170**

        Executive     Vice    President,
        Finance  and  Administration  of
        the  Company since  August 1994;
        and  Chief Executive  Officer of
        Perini   Land  and   Development
        Company since  April 1992; prior
<PAGE>

        thereto Vice President,  Finance
        and Control of  Perini Land  and
        Development Company  since prior
        to March 1992.


                                                       Number of
  Name and Positions    Common Stock         Common    Shares and 
  with the Company or   Beneficially         Stock     Percentage Owned
  Affiliates within     Owned at             Offered   after Completion
  the Past 3 Years      April 7, 1995*       Hereby    of Offering

  Richard J. Rizzo        27,494             7,342       20,152**

        Executive     Vice    President,
        Building  Construction,  of  the
        Company   since  January   1994;
        prior thereto,  President of the
        Western U.S.  Division of Perini
        Building  Company,   Inc.  since
        prior to March 1992.


  Donald E. Unbekant      32,052             7,680       24,372**

        Executive Vice  President, Civil
        and   Environmental,    of   the
        Company   since   January  1994;
        prior thereto,  President of the
        Metro New York  Division of  the
        Company  since  prior  to  March
        1992.


  Bart W. Perini          26,587            11,827       14,760** 

        President  and  Chief  Operating
        Officer   of  Perini   Land  and
        Development Company and Director
        of  the  Company since  prior to
        March 1992.

  Thomas E. Dailey        16,122            11,622        4,500**

        Formerly      Executive     Vice
        President,    Construction   and
        current Director  since prior to
        March 1992.


     *  Includes shares to be issued under the Plans in April 1995.
     ** Less than one percent.



                          DESCRIPTION OF CAPITAL STOCK

        The  Restated Articles of  Organization, as  amended, of  the Company
  (the "Restated  Articles") authorize the issuance  of 15,000,000  shares of
  Common Stock, par value  $1.00 per share and 1,000,000 shares  of preferred
  stock, par value  $1.00 per share.  At  the close of business on  March 31,
  1995,  there  were  100,000  shares   of  $21.25  Convertible  Exchangeable
  Preferred Stock outstanding  (the "$21.25 Preferred"), 4,515,610  shares of
<PAGE>

  Common  Stock  outstanding, 662,252  shares  of Common  Stock  reserved for
  issuance upon conversion of the  $21.25 Preferred, 60,529 shares  of Common
  Stock reserved  for payment of  the 1993 Incentive  Compensation Awards and
  481,610  shares of  Common  Stock reserved  for  issuance upon  exercise of
  outstanding employee stock options.   Subject to the rights of  the holders
  of preferred stock then outstanding,  holders of Common Stock  are entitled
  to one vote per  share on matters  to be voted  on by stockholders and  are
  entitled to receive  such dividends, if any,  as may be declared  from time
  to time by the Board of  Directors of the Company in its discretion out  of
  funds legally available therefor.   Upon any liquidation or  dissolution of
  the Company, the holders  of Common Stock are entitled to  receive pro rata
  all  assets remaining  available  for  distribution to  stockholders  after
  payment of all liabilities and provision for the liquidation of any  shares
  of  preferred stock  at the  time outstanding.    The Common  Stock has  no
  preemptive  or  other subscription  rights,  and  there are  no  conversion
  rights or  redemption  or sinking  fund  provisions  with respect  to  such
  stock.

        The payment of dividends on the Common Stock is subject to the  prior
  payment of  dividends on  the outstanding  preferred stock.   Further,  the
  Company's credit  agreement, as  well as certain  other agreements, provide
  for,  among  other  things,  maintaining   specified  working  capital  and
  tangible net worth  levels and limitations  on indebtedness,  all of  which
  could  impact the ability of the Company to  pay dividends.  In addition to
  the above,  payment of dividends on Common Stock  will be at the discretion
  of the Board of Directors.

        The  foregoing summary  of the  Common Stock  does not purport  to be
  complete and is  subject to and qualified  in its entirety by  the Restated
  Articles and the laws of the Commonwealth of Massachusetts.

        Additionally, the  Company's authorized but  unissued preferred stock
  may  be  issued  from   time  to  time  in  one  or  more  series,  without
  stockholders' approval.  Thus, the Board of  Directors, without stockholder
  approval, could  authorize the issuance of  additional preferred stock with
  voting, conversion and  other rights that could adversely affect the voting
  power and other  rights of holders  of Common Stock  or that could  make it
  more difficult for another company to  effect certain business combinations
  with the Company.

        The Company has adopted a  Shareholder Rights Plan pursuant  to which
  it  issued one Preferred  Stock Purchase Right  (each, a  "Right") for each
  outstanding share  of Common  Stock.   Each Right  entitles the  registered
  holder to purchase from the Company a  unit consisting of one one-hundredth
  of  a  share  (a  "Unit")  of  Series  A  Junior  Participating  Cumulative
  Preferred Stock, par  value $1.00 per  share (the "Preferred Stock"),  at a
  cash Exercise Price of  $100 per Unit, subject to adjustment.  As set forth
  below,  the  Shareholder Rights  Plan  may  have  the  effect of  delaying,
  deferring or  preventing a change in control of  the Company.  State Street
  Bank and Trust Company is the agent for the Rights.

        Currently, the Rights  are not exercisable  and are  attached to  all
  outstanding shares of  Common Stock and will  be attached to the  shares of
  Common Stock being offered hereby.   No separate Right Certificates will be
  distributed  until the  Distribution Date.   The  "Distribution  Date" will
  occur  (and  the  Rights will  separate  from  the Common  Stock)  upon the
  earlier  of (i) 10  days following a public  announcement that  a person or
  group  of affiliated  or  associated persons  (other  than the  Company and
  certain  of  its  affiliates and  other  exempted  persons)  (an "Acquiring
  Person")  has  acquired   beneficial  ownership  of  20%  or  more  of  the
  outstanding shares of  Common Stock (the  date of  said announcement  being
  referred  to as  the "Stock  Acquisition Date"),  or (ii)  10 business days
  following the commencement of  a tender offer or exchange  offer that would
<PAGE>

  result  in a person  or group  becoming an  Acquiring Person, or  (iii) the
  declaration  by  the Board  of  Directors that  any person  is  an "Adverse
  Person".

        Until the Distribution Date (or  earlier redemption or expiration  of
  the  Rights),  (i)  the  Rights  will be  evidenced  by  the  Common  Stock
  certificates and will be  transferred with such Common Stock  certificates,
  (ii) new Common  Stock certificates, including certificates  evidencing the
  shares,  will  contain  a notation  incorporating  the  Shareholder  Rights
  Agreement  by  reference, and  (iii)  the  surrender  for  transfer of  any
  certificates for  Common Stock  will also  constitute the  transfer of  the
  Rights associated with the Common Stock represented by such certificate.

        The Rights are not exercisable  until the Distribution Date  and will
  expire at the  close of business on  September 23, 1998,  unless previously
  redeemed by the Company as described below.

        As  soon   as  practicable  after   the  Distribution  Date,   Rights
  Certificates will be mailed to holders of  record of Common Stock as of the
  close of  business on the  Distribution Date and,  thereafter, the separate
  Rights Certificates alone will represent  the Rights.  Except  as otherwise
  determined by  the Board of Directors,  only shares of Common  Stock issued
  prior to the Distribution Date will be issued with Rights.

        In the event that  a Stock  Acquisition Date occurs  or the Board  of
  Directors determines that a person  is an Adverse Person,  proper provision
  will be  made so that after  the Distribution Date  each holder of  a Right
  will  thereafter have  the right  to receive  upon exercise that  number of
  Units of Preferred Stock of  the Company having a market value of two times
  the  exercise price  of  the Right  (such right  being  referred to  as the
  "Subscription Right").  In the event that, at any time following the  Stock
  Acquisition Date,  (i)  the  Company  is acquired  in  a  merger  or  other
  business  combination transaction  or  (ii) 50%  or  more of  the Company's
  assets  or earning power  is sold, after the  Distribution Date each holder
  of a  Right shall  thereafter  have the  right to  receive, upon  exercise,
  common stock of  the acquiring company having  a market value equal  to two
  times the exercise price of the  Right (such right being referred to as the
  "Merger  Right").  The holder  of a Right will  continue to have the Merger
  Right whether  or not  such holder  has exercised  the Subscription  Right.
  Rights that are or  were beneficially  owned by an  Acquiring Person or  an
  Adverse  Person   may  (under  certain   circumstances  specified  in   the
  Shareholder Rights Agreement)  become null and void.   At any time  after a
  Stock Acquisition  Date occurs or the Board of  Directors determines that a
  person is  an Adverse Person,  the Board of  Directors may, at its  option,
  exchange all  or any  part of the  then outstanding and  exercisable Rights
  for shares  of Common  Stock or  Units of  Preferred Stock  at an  exchange
  ratio  of one  share of Common  stock or  one Unit  of Preferred  Stock per
  Right.

        The Exercise  Price payable,  and the  number of  units of  Preferred
  Stock or  other  securities or  property  issuable,  upon exercise  of  the
  Rights are  subject to adjustment  from time  to time to  prevent dilution.
  With certain  exceptions,  no adjustment  in  the  Exercise Price  will  be
  required until  cumulative  adjustments  amount  to  at  least  1%  of  the
  Exercise Price.

        Any of  the provisions  of the  Shareholder Rights  Agreement may  be
  amended by the Board of Directors  of the Company at any time prior to  the
  Distribution  Date.   From and after  the Distribution  Date, the  Board of
  Directors of  the Company may  subject to certain  limitations specified in
  the Rights Agreement,  amend the Rights  Agreement to  cure any  ambiguity,
  defect or  inconsistency, to shorten or lengthen  any time period under the
  Rights Agreement,  or to make  other changes  that do not  adversely affect
<PAGE>

  the interests of the Rights  holders (excluding the interests  of Acquiring
  Persons, Adverse Persons or their Affiliates or Associates).

        The Rights may be redeemed in whole, but  not in part, at a price  of
  $0.02  per Right  (payable  in cash,  Common  Stock or  other consideration
  deemed appropriate by the  Board of Directors) by the Board of Directors at
  any time prior to the date  on which a person is declared to be  an Adverse
  Person, the tenth day  after the Stock  Acquisition Date or the  occurrence
  of an event giving  rise to the Merger Right.  Immediately  upon the action
  of the Board of Directors 
  ordering  redemption  of   the  Rights,  the  Rights  will   terminate  and
  thereafter the only right of the  holders of Rights will be to receive  the
  redemption price.

        Until a  Right is  exercised, the  holder will  have no  rights as  a
  stockholder  of  the Company  (beyond  those as  an  existing stockholder),
  including  the  right  to  vote  or  to  receive   dividends.    While  the
  distribution of the  Rights in 1988 was  not taxable to stockholders  or to
  the Company, stockholders may, depending  upon the circumstances, recognize
  taxable income  in  the  event  that  the  Rights  become  exercisable  for
  Preferred  Stock (or  other  consideration) of  the  Company or  for common
  stock of an acquiring company as set forth above.


                                    EXPERTS

        The consolidated  financial statements  for the  year ended  December
  31,  1994,  incorporated  by  reference  in  this  Prospectus  and  in  the
  Registration  Statement   have  been  audited   by  Arthur  Andersen   LLP,
  independent  public  accountants,  to  the  extent  and  for   the  periods
  indicated  in their report  thereon and have  been so  included in reliance
  upon the  report of  said firm  given upon  their authority  as experts  in
  accounting and auditing.


                             REGISTRATION STATEMENT

        The Company  has filed with  the Securities and Exchange  Commission,
  Washington,   D.C.,   a   registration   statement   (herein   called   the
  "Registration  Statement")  under  the  Securities  Act  of  1933, for  the
  registration of the  Common Stock being  offered hereby.   This  Prospectus
  omits certain of  the information contained in the  Registration Statement,
  and reference is  hereby made to  the Registration  Statement and  exhibits
  relating thereto for further information  with respect to the  Company, the
  Plans  and the Common  Stock to which this  Prospectus relates.  Statements
  herein  contained  concerning  the  provisions  of  any  document  are  not
  necessarily complete, and in each  instance, reference is made to  the copy
  of such document filed as an  exhibit to the Registration Statement.   Each
  such statement is  qualified in its entirety  by such reference.   Items of
  information   omitted  from   this  Prospectus,   but   contained  in   the
  Registration Statement,  may be obtained  from the Securities and  Exchange
  Commission  upon payment of the fee prescribed by the Rules and Regulations
  of the Commission.


                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

        The Business  Corporation Law of  the Commonwealth of  Massachusetts,
  the Restated Articles and the By-laws of the Company 
  provide for indemnification  of officers and  directors of  the Company  in
  connection  with  legal  actions against  them  in  certain  circumstances.
  Insofar as  indemnification for  liabilities arising  under the  Securities
  Act  of 1933 may be permitted to directors, officers or persons controlling
<PAGE>

  the Company  pursuant to  the foregoing  provisions, the  Company has  been
  informed that  in the  opinion of  the Securities  and Exchange  Commission
  such  indemnification  is  against  public  policy  as  expressed   in  the
  Securities Act of 1933 and is therefore unenforceable.



                                    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 1994
         including the consolidated financial statements and related
         schedules filed pursuant to Section 13 of the 1934 Act;

            (ii)    the Registrant's Proxy Statement, dated April 12, 1995,
         to be used in connection with the Annual Meeting of Stockholders to
         be held on May 18, 1995; and

           (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 and updated by Registrant's Current Report on Form
         8-K (Date of earliest reportable event:  September 26, 1988), and
         Registrant's Current Report on Form 8-K (Date of earliest
         reportable event:  May 17, 1990).

           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.
<PAGE>

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

                                         II-2
<PAGE>

  indemnification agreements were ratified by stockholders at the 1987
  Annual Meeting.

           The Registrant has a one-year insurance policy, effective July 1,
  1994 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 provisions to an aggregate limit of $15 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.  The Registrant also has a one-year
  insurance policy, effective July 1, 1994, with The Fidelity and Casualty
  Company of New York, insuring directors and officers against certain
  liabilities in the amount of $5 million excess over the primary coverage.


  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.

  4(b). Form of Deposit Agreement, including form of Depositary Receipt.

  4(c). Form of Indenture with respect to the 8-1/2% Convertible
        Subordinated Debentures Due June 15, 2012, including form of
        Debenture.

  4(d). Shareholder Rights Agreement and Certificate of Vote of Directors
        adopting a Shareholders Rights Plan providing for the issuance of a
        Series A Junior Participating Cumulative Preferred Stock purchase
        rights as a dividend to all shareholders of record on October 6,
        1988, as amended on May 17, 1990.

  23.   Consent of Arthur Andersen LLP, Independent Public Accountants.

  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

                                         II-3
<PAGE>

      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 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.


                                   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 10th day of April, 1995.

                               PERINI CORPORATION

                               By:  /s/ David B. Perini     
                                    ------------------------
                                    DAVID B. PERINI
                                    Chairman, President and
                                    Chief Executive Officer


                               POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints David B. Perini, John H. Schwarz
  and Richard E. Burnham, and each of them, his true and lawful attorneys-
  in-fact and agents, with full power of substitution and resubstitution,

                                         II-4
<PAGE>

  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

                           Chairman, President, Chief
                           Executive Officer and Director
  /s/ David B. Perini      (Principal Executive Officer)  April 7, 1995
  ------------------------
  DAVID B. PERINI

                           Executive Vice President, 
                           Finance and Administration
  /s/ John H. Schwarz      (Principal Financial Officer)  April 7, 1995
  ------------------------
  JOHN H. SCHWARZ


                           Vice President and Controller
  /s/ Barry R. Blake       (Principal Accounting Officer) April 7, 1995

  -----------------------
  BARRY R. BLAKE


  /s/ Richard J. Boushka   Director                       April 7, 1995
  -----------------------
  RICHARD J. BOUSHKA


  /s/ Marshall M. Criser   Director                       April 7, 1995
  -----------------------
  MARSHALL M. CRISER


  /s/ Thomas E. Dailey     Director                       April 7, 1995
  -----------------------
  THOMAS E. DAILEY


  /s/ Albert A. Dorman     Director                       April 7, 1995
  -----------------------
  ALBERT A. DORMAN


  /s/ Arthur J. Fox, Jr.   Director                       April 7, 1995
  -----------------------
  ARTHUR J. FOX, JR.

                                         II-5
<PAGE>


  /s/ Nancy Hawthorne      Director                       April 7, 1995
  -----------------------
  NANCY HAWTHORNE


  /s/ John J. McHale       Director                       April 7, 1995
  -----------------------
  JOHN J. McHALE


  /s/ Jane E. Newman       Director                       April 7, 1995
  -----------------------
  JANE E. NEWMAN


  /s/ Bart W. Perini       Director                       April 7, 1995
  -----------------------
  BART W. PERINI


  /s/ Joseph R. Perini     Director                       April 7, 1995
  -----------------------
  JOSEPH R. PERINI





                               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 Registration Statement (No. 33-14434)).

  4(b).   Form of Deposit Agreement, including form of Depositary Receipt
          (incorporated by reference to Exhibit 4(b) to Registrant's
          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 and Certificate of Vote of Directors
          adopting a Shareholders Rights Plan providing for the issuance of
          a Series A Junior Participating Cumulative Preferred Stock
          purchase rights as a dividend to all shareholders of record on
          October 6, 1988 (incorporated by reference to exhibit to
          Registrant's Current Report on Form 8-K (Date of earliest
          reportable event:  September 26, 1988)), as amended on May 17,
          1990 (incorporated by reference to exhibit to Registrant's Current
          Report on Form 8-K (Date of earliest reportable event:  May 17,

                                         II-6
<PAGE>

          1990)).

  23.     Consent of Arthur Andersen LLP, Independent Public Accountants.

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

                                                   Exhibit 23




                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



  As independent public accountants, we hereby consent to the incorporation
  by reference in this registration statement of our report dated February
  10, 1995 incorporated by reference in Perini Corporation's Form 10-K for
  the year ended December 31, 1994 and to all references to our Firm
  included in this registration statement.



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



  Boston, Massachusetts,
  April 7, 1995






























                                         II-7
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44603}]
{"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": "033-58519", "film-number": "95527988"}, "business-address": {"street1": "73 MT WAYTE AVE", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5086282000"}}
Registration No. 33-
                                                                   

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               PERINI CORPORATION                  
             (Exact name of Registrant as specified in its charter)

                                 MASSACHUSETTS                         
         (State or other jurisdiction of incorporation or organization)

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

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

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

                                DAVID B. PERINI
                             CHAIRMAN AND PRESIDENT
                               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:

                            Thomas W. Jackson, Esq.
                           Jacobs Persinger & Parker
                   77 Water Street, New York, New York  10005
                                 (212) 344-1866

                        Calculation of Registration Fee

                                                                      
                                               Proposed
  Title of each                                maximum
    class of      Amount      Proposed maximum aggregate   Amount of
  securities to   to be        offering price  offering   registration
  be registered registered(1)   per share(2)   price(2)      fee
                                                                      

  Common Stock, 
  1.00 par value  325,000        $10.0625    $3,270,312.50   $1,127.69
                                                                      

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

  (2) Based upon the average of the high and low prices for the shares of
      Common Stock as reported on the American Stock Exchange Consolidated
      Reporting System on April 7, 1995.  See Rule 457(h).  Estimated solely
      for the purpose of calculating the registration fee.
                                                                      

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

           This Registration Statement is registering 325,000 additional
  shares of Common Stock, $1.00 par value, for issuance pursuant to the
  Registrant's Amended and Restated General Incentive Compensation Plan and
  Amended and Restated Construction Business Unit Incentive Compensation
  Plan.

           The contents of Registration Statement Nos. 33-46961, 33-53190,
  33-60654, 33-70206 and 33-52967 on Form S-8 are incorporated herein by
  reference.

  Item 8.  Exhibits

           The following are filed as exhibits to this Registration
  Statement.

      23     Consent of Arthur Andersen LLP, Independent Public Accountants

      24     Power of Attorney (contained on Signature Page)

  PROSPECTUS

                               PERINI CORPORATION

                         45,218 shares of Common Stock
                               ($1.00 Par Value)

           This Prospectus  may be used by  certain individuals  (named under
  the  caption  and  hereinafter called  "Selling  Stockholders")  of  Perini
  Corporation (the "Company"), in connection with sales by  them of shares of
  Common Stock  of  the Company  (the  "Common  Stock"), acquired  under  the
  Company's  Amended and  Restated General  Incentive  Compensation Plan  and
Amended  and  Restated Construction  Business  Unit  Incentive Compensation
  Plan (collectively  the  "Plans").    See  pages  3-4  herein  for  further
  information  with  respect  to  such  Selling Stockholders.    The  Selling
  Stockholders have informed the Company that such shares may be sold on  the
  American Stock  Exchange, on which  the Common Stock  is listed, at  prices
  than prevailing  on such exchange  without the payment  of any underwriting
  commission or discount  other than broker's  fees paid  in connection  with
  usual  broker's  transactions  effected  on  such  exchange,  or  in  other
  transactions at  negotiated prices.  The  Company will pay  the expenses of
  this Prospectus  but will  receive  no part  of the  proceeds of  any  such
  sales.

           The last reported sale price of the Common Stock on April 7,  1995
  as reported  on the American Stock  Exchange Consolidated  Reporting System
  was $10.00 per share.

           The  Common  Stock  to  which  this  Prospectus relate  have  been
  approved for listing on the American Stock Exchange.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

           This Prospectus  does  not  constitute  an  offer  to  sell  or  a
  solicitation of an offer to  buy any of the securities to  which it relates
  in any  state to any person  to whom it is  unlawful to make  such offer or
  solicitation  in  such  state.    No  person  is  authorized  to  give  any
  information or to  make any representation not contained in this Prospectus
  in connection  with the offer  described herein, and  any information, data
  or  representation not  contained herein,  if given  or  made, must  not be
  relied  upon  as  having  been   authorized  by  the  Company   or  Selling
  Stockholders.

           The date of this Prospectus is April 10, 1995.

                             AVAILABLE INFORMATION

           The Company  is subject to the  informational requirements  of the
  Securities  Exchange  Act of  1934  (the  "1934  Act")  and, in  accordance
  therewith, files reports, proxy  statements and other information with  the
  Securities and Exchange  Commission.   Such reports,  proxy statements  and
  other  information can be  inspected and copied at  prescribed rates at the
  following public reference  facilities maintained by the  Commission:   450
  Fifth Street,  N.W., Room  1024, Judiciary  Plaza, Washington, D.C.  20549;
  Northwestern  Atrium Center, 500 West  Madison Street, Suite 1400, Chicago,
  Illinois 60661; and  7 World Trade Center,  13th floor, New York,  New York
  10048.    In  addition, reports,  proxy  statements  and  other information
  concerning  the Company  can be  inspected at  the offices  of the American
  Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

           The following documents, heretofore filed by  the Company with the
  Securities and Exchange Commission pursuant to the Securities  Exchange Act
  of 1934, are hereby incorporated in this Prospectus by reference:

      1. The Company's Annual Report on  Form 10-K (File No. 1-6314)  for the
         year ended December  31, 1994, including the  consolidated financial
         statements and  related schedules  filed pursuant  to Section 13  of
         the 1934 Act.
2. The Company's  Proxy Statement  dated April 12,  1995 to be  used in
         connection the Annual  Meeting of Stockholders to be held on May 18,
         1995.

           All  documents  subsequently  filed by  the  Company  pursuant  to
  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the  filing of
  a  post-effective amendment  which indicates  that  all securities  offered
  herein have  been sold or  which deregisters all  securities then remaining
  unsold, shall be  deemed to be incorporated by reference in this Prospectus
  and to be  a part hereof from  the date of filing  of such documents.   Any
  statement  contained in  this Prospectus  or in  any document  incorporated
  herein by reference shall be deemed modified or superseded  for purposes of
  this  Prospectus to the  extent that  any statement contained  herein or in
  any  subsequently   filed  document  that  also  is  or  is  deemed  to  be
  incorporated by reference modifies or supersedes such statement.

           The Company  undertakes to provide without  charge to each person,
  including any beneficial  owner, to whom this Prospectus is delivered, upon
  written or  oral request  of such  person, a  copy of  any and  all of  the
  information which  has been  incorporated by  reference in this  Prospectus
  (other than  exhibits to  the information  which has  been incorporated  by
  reference herein unless  such exhibits have specifically  been incorporated
  by  reference into  the information  which  this Prospectus  incorporates).
  Any  such request should  be directed  to Perini Corporation,  73 Mt. Wayte
  Avenue, Framingham,  Massachusetts  01701;  Attention:  Richard E. Burnham,
  Esq., Telephone number (508) 628-2000. 

                                  THE COMPANY

           The Company  is the issuer  of the  Common Stock  covered by  this
  Prospectus.  The Company  is a Massachusetts corporation.   The address  of
  its  principal  executive  offices is  73  Mt.  Wayte  Avenue,  Framingham,
  Massachusetts  01701 and its telephone number is (508) 628-2000.

                              SELLING STOCKHOLDERS

           The  following table  sets  forth  certain information  about  the
  Selling Stockholders, each  of whom is an  employee of the Company or  of a
  wholly-owned subsidiary  of  the Company.    The  shares appearing  in  the
  column  entitled "Common  Stock  Offered Hereby"  have  been issued  to the
  Selling Stockholders under the Plans.

           The  Selling Stockholders may from time  to time offer all or part
  of the foregoing shares  in the manner set forth  on the cover page  of the
  Prospectus.  The Company will pay the expenses  of this Prospectus but will
  receive no sale proceeds.

                                                       Number of
  Name and Positions    Common Stock         Common    Shares and 
  with the Company or   Beneficially         Stock     Percentage Owned
  Affiliates within     Owned at             Offered   after Completion
  the Past 3 Years      April 7, 1995*       Hereby    of Offering

  John H. Schwarz          21,917            6,747        15,170**

        Executive     Vice    President,
        Finance  and  Administration  of
        the  Company since  August 1994;
        and  Chief Executive  Officer of
        Perini   Land  and   Development
        Company since  April 1992; prior
thereto Vice President,  Finance
        and Control of  Perini Land  and
        Development Company  since prior
        to March 1992.

                                                       Number of
  Name and Positions    Common Stock         Common    Shares and 
  with the Company or   Beneficially         Stock     Percentage Owned
  Affiliates within     Owned at             Offered   after Completion
  the Past 3 Years      April 7, 1995*       Hereby    of Offering

  Richard J. Rizzo        27,494             7,342       20,152**

        Executive     Vice    President,
        Building  Construction,  of  the
        Company   since  January   1994;
        prior thereto,  President of the
        Western U.S.  Division of Perini
        Building  Company,   Inc.  since
        prior to March 1992.

  Donald E. Unbekant      32,052             7,680       24,372**

        Executive Vice  President, Civil
        and   Environmental,    of   the
        Company   since   January  1994;
        prior thereto,  President of the
        Metro New York  Division of  the
        Company  since  prior  to  March
        1992.

  Bart W. Perini          26,587            11,827       14,760** 

        President  and  Chief  Operating
        Officer   of  Perini   Land  and
        Development Company and Director
        of  the  Company since  prior to
        March 1992.

  Thomas E. Dailey        16,122            11,622        4,500**

        Formerly      Executive     Vice
        President,    Construction   and
        current Director  since prior to
        March 1992.

     *  Includes shares to be issued under the Plans in April 1995.
     ** Less than one percent.

                          DESCRIPTION OF CAPITAL STOCK

        The  Restated Articles of  Organization, as  amended, of  the Company
  (the "Restated  Articles") authorize the issuance  of 15,000,000  shares of
  Common Stock, par value  $1.00 per share and 1,000,000 shares  of preferred
  stock, par value  $1.00 per share.  At  the close of business on  March 31,
  1995,  there  were  100,000  shares   of  $21.25  Convertible  Exchangeable
  Preferred Stock outstanding  (the "$21.25 Preferred"), 4,515,610  shares of
Common  Stock  outstanding, 662,252  shares  of Common  Stock  reserved for
  issuance upon conversion of the  $21.25 Preferred, 60,529 shares  of Common
  Stock reserved  for payment of  the 1993 Incentive  Compensation Awards and
  481,610  shares of  Common  Stock reserved  for  issuance upon  exercise of
  outstanding employee stock options.   Subject to the rights of  the holders
  of preferred stock then outstanding,  holders of Common Stock  are entitled
  to one vote per  share on matters  to be voted  on by stockholders and  are
  entitled to receive  such dividends, if any,  as may be declared  from time
  to time by the Board of  Directors of the Company in its discretion out  of
  funds legally available therefor.   Upon any liquidation or  dissolution of
  the Company, the holders  of Common Stock are entitled to  receive pro rata
  all  assets remaining  available  for  distribution to  stockholders  after
  payment of all liabilities and provision for the liquidation of any  shares
  of  preferred stock  at the  time outstanding.    The Common  Stock has  no
  preemptive  or  other subscription  rights,  and  there are  no  conversion
  rights or  redemption  or sinking  fund  provisions  with respect  to  such
  stock.

        The payment of dividends on the Common Stock is subject to the  prior
  payment of  dividends on  the outstanding  preferred stock.   Further,  the
  Company's credit  agreement, as  well as certain  other agreements, provide
  for,  among  other  things,  maintaining   specified  working  capital  and
  tangible net worth  levels and limitations  on indebtedness,  all of  which
  could  impact the ability of the Company to  pay dividends.  In addition to
  the above,  payment of dividends on Common Stock  will be at the discretion
  of the Board of Directors.

        The  foregoing summary  of the  Common Stock  does not purport  to be
  complete and is  subject to and qualified  in its entirety by  the Restated
  Articles and the laws of the Commonwealth of Massachusetts.

        Additionally, the  Company's authorized but  unissued preferred stock
  may  be  issued  from   time  to  time  in  one  or  more  series,  without
  stockholders' approval.  Thus, the Board of  Directors, without stockholder
  approval, could  authorize the issuance of  additional preferred stock with
  voting, conversion and  other rights that could adversely affect the voting
  power and other  rights of holders  of Common Stock  or that could  make it
  more difficult for another company to  effect certain business combinations
  with the Company.

        The Company has adopted a  Shareholder Rights Plan pursuant  to which
  it  issued one Preferred  Stock Purchase Right  (each, a  "Right") for each
  outstanding share  of Common  Stock.   Each Right  entitles the  registered
  holder to purchase from the Company a  unit consisting of one one-hundredth
  of  a  share  (a  "Unit")  of  Series  A  Junior  Participating  Cumulative
  Preferred Stock, par  value $1.00 per  share (the "Preferred Stock"),  at a
  cash Exercise Price of  $100 per Unit, subject to adjustment.  As set forth
  below,  the  Shareholder Rights  Plan  may  have  the  effect of  delaying,
  deferring or  preventing a change in control of  the Company.  State Street
  Bank and Trust Company is the agent for the Rights.

        Currently, the Rights  are not exercisable  and are  attached to  all
  outstanding shares of  Common Stock and will  be attached to the  shares of
  Common Stock being offered hereby.   No separate Right Certificates will be
  distributed  until the  Distribution Date.   The  "Distribution  Date" will
  occur  (and  the  Rights will  separate  from  the Common  Stock)  upon the
  earlier  of (i) 10  days following a public  announcement that  a person or
  group  of affiliated  or  associated persons  (other  than the  Company and
  certain  of  its  affiliates and  other  exempted  persons)  (an "Acquiring
  Person")  has  acquired   beneficial  ownership  of  20%  or  more  of  the
  outstanding shares of  Common Stock (the  date of  said announcement  being
  referred  to as  the "Stock  Acquisition Date"),  or (ii)  10 business days
  following the commencement of  a tender offer or exchange  offer that would
result  in a person  or group  becoming an  Acquiring Person, or  (iii) the
  declaration  by  the Board  of  Directors that  any person  is  an "Adverse
  Person".

        Until the Distribution Date (or  earlier redemption or expiration  of
  the  Rights),  (i)  the  Rights  will be  evidenced  by  the  Common  Stock
  certificates and will be  transferred with such Common Stock  certificates,
  (ii) new Common  Stock certificates, including certificates  evidencing the
  shares,  will  contain  a notation  incorporating  the  Shareholder  Rights
  Agreement  by  reference, and  (iii)  the  surrender  for  transfer of  any
  certificates for  Common Stock  will also  constitute the  transfer of  the
  Rights associated with the Common Stock represented by such certificate.

        The Rights are not exercisable  until the Distribution Date  and will
  expire at the  close of business on  September 23, 1998,  unless previously
  redeemed by the Company as described below.

        As  soon   as  practicable  after   the  Distribution  Date,   Rights
  Certificates will be mailed to holders of  record of Common Stock as of the
  close of  business on the  Distribution Date and,  thereafter, the separate
  Rights Certificates alone will represent  the Rights.  Except  as otherwise
  determined by  the Board of Directors,  only shares of Common  Stock issued
  prior to the Distribution Date will be issued with Rights.

        In the event that  a Stock  Acquisition Date occurs  or the Board  of
  Directors determines that a person  is an Adverse Person,  proper provision
  will be  made so that after  the Distribution Date  each holder of  a Right
  will  thereafter have  the right  to receive  upon exercise that  number of
  Units of Preferred Stock of  the Company having a market value of two times
  the  exercise price  of  the Right  (such right  being  referred to  as the
  "Subscription Right").  In the event that, at any time following the  Stock
  Acquisition Date,  (i)  the  Company  is acquired  in  a  merger  or  other
  business  combination transaction  or  (ii) 50%  or  more of  the Company's
  assets  or earning power  is sold, after the  Distribution Date each holder
  of a  Right shall  thereafter  have the  right to  receive, upon  exercise,
  common stock of  the acquiring company having  a market value equal  to two
  times the exercise price of the  Right (such right being referred to as the
  "Merger  Right").  The holder  of a Right will  continue to have the Merger
  Right whether  or not  such holder  has exercised  the Subscription  Right.
  Rights that are or  were beneficially  owned by an  Acquiring Person or  an
  Adverse  Person   may  (under  certain   circumstances  specified  in   the
  Shareholder Rights Agreement)  become null and void.   At any time  after a
  Stock Acquisition  Date occurs or the Board of  Directors determines that a
  person is  an Adverse Person,  the Board of  Directors may, at its  option,
  exchange all  or any  part of the  then outstanding and  exercisable Rights
  for shares  of Common  Stock or  Units of  Preferred Stock  at an  exchange
  ratio  of one  share of Common  stock or  one Unit  of Preferred  Stock per
  Right.

        The Exercise  Price payable,  and the  number of  units of  Preferred
  Stock or  other  securities or  property  issuable,  upon exercise  of  the
  Rights are  subject to adjustment  from time  to time to  prevent dilution.
  With certain  exceptions,  no adjustment  in  the  Exercise Price  will  be
  required until  cumulative  adjustments  amount  to  at  least  1%  of  the
  Exercise Price.

        Any of  the provisions  of the  Shareholder Rights  Agreement may  be
  amended by the Board of Directors  of the Company at any time prior to  the
  Distribution  Date.   From and after  the Distribution  Date, the  Board of
  Directors of  the Company may  subject to certain  limitations specified in
  the Rights Agreement,  amend the Rights  Agreement to  cure any  ambiguity,
  defect or  inconsistency, to shorten or lengthen  any time period under the
  Rights Agreement,  or to make  other changes  that do not  adversely affect
the interests of the Rights  holders (excluding the interests  of Acquiring
  Persons, Adverse Persons or their Affiliates or Associates).

        The Rights may be redeemed in whole, but  not in part, at a price  of
  $0.02  per Right  (payable  in cash,  Common  Stock or  other consideration
  deemed appropriate by the  Board of Directors) by the Board of Directors at
  any time prior to the date  on which a person is declared to be  an Adverse
  Person, the tenth day  after the Stock  Acquisition Date or the  occurrence
  of an event giving  rise to the Merger Right.  Immediately  upon the action
  of the Board of Directors 
  ordering  redemption  of   the  Rights,  the  Rights  will   terminate  and
  thereafter the only right of the  holders of Rights will be to receive  the
  redemption price.

        Until a  Right is  exercised, the  holder will  have no  rights as  a
  stockholder  of  the Company  (beyond  those as  an  existing stockholder),
  including  the  right  to  vote  or  to  receive   dividends.    While  the
  distribution of the  Rights in 1988 was  not taxable to stockholders  or to
  the Company, stockholders may, depending  upon the circumstances, recognize
  taxable income  in  the  event  that  the  Rights  become  exercisable  for
  Preferred  Stock (or  other  consideration) of  the  Company or  for common
  stock of an acquiring company as set forth above.

                                    EXPERTS

        The consolidated  financial statements  for the  year ended  December
  31,  1994,  incorporated  by  reference  in  this  Prospectus  and  in  the
  Registration  Statement   have  been  audited   by  Arthur  Andersen   LLP,
  independent  public  accountants,  to  the  extent  and  for   the  periods
  indicated  in their report  thereon and have  been so  included in reliance
  upon the  report of  said firm  given upon  their authority  as experts  in
  accounting and auditing.

                             REGISTRATION STATEMENT

        The Company  has filed with  the Securities and Exchange  Commission,
  Washington,   D.C.,   a   registration   statement   (herein   called   the
  "Registration  Statement")  under  the  Securities  Act  of  1933, for  the
  registration of the  Common Stock being  offered hereby.   This  Prospectus
  omits certain of  the information contained in the  Registration Statement,
  and reference is  hereby made to  the Registration  Statement and  exhibits
  relating thereto for further information  with respect to the  Company, the
  Plans  and the Common  Stock to which this  Prospectus relates.  Statements
  herein  contained  concerning  the  provisions  of  any  document  are  not
  necessarily complete, and in each  instance, reference is made to  the copy
  of such document filed as an  exhibit to the Registration Statement.   Each
  such statement is  qualified in its entirety  by such reference.   Items of
  information   omitted  from   this  Prospectus,   but   contained  in   the
  Registration Statement,  may be obtained  from the Securities and  Exchange
  Commission  upon payment of the fee prescribed by the Rules and Regulations
  of the Commission.

                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

        The Business  Corporation Law of  the Commonwealth of  Massachusetts,
  the Restated Articles and the By-laws of the Company 
  provide for indemnification  of officers and  directors of  the Company  in
  connection  with  legal  actions against  them  in  certain  circumstances.
  Insofar as  indemnification for  liabilities arising  under the  Securities
  Act  of 1933 may be permitted to directors, officers or persons controlling
the Company  pursuant to  the foregoing  provisions, the  Company has  been
  informed that  in the  opinion of  the Securities  and Exchange  Commission
  such  indemnification  is  against  public  policy  as  expressed   in  the
  Securities Act of 1933 and is therefore unenforceable.

                                    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 1994
         including the consolidated financial statements and related
         schedules filed pursuant to Section 13 of the 1934 Act;

            (ii)    the Registrant's Proxy Statement, dated April 12, 1995,
         to be used in connection with the Annual Meeting of Stockholders to
         be held on May 18, 1995; and

           (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 and updated by Registrant's Current Report on Form
         8-K (Date of earliest reportable event:  September 26, 1988), and
         Registrant's Current Report on Form 8-K (Date of earliest
         reportable event:  May 17, 1990).

           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 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

                                         II-2
indemnification agreements were ratified by stockholders at the 1987
  Annual Meeting.

           The Registrant has a one-year insurance policy, effective July 1,
  1994 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 provisions to an aggregate limit of $15 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.  The Registrant also has a one-year
  insurance policy, effective July 1, 1994, with The Fidelity and Casualty
  Company of New York, insuring directors and officers against certain
  liabilities in the amount of $5 million excess over the primary coverage.

  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.

  4(b). Form of Deposit Agreement, including form of Depositary Receipt.

  4(c). Form of Indenture with respect to the 8-1/2% Convertible
        Subordinated Debentures Due June 15, 2012, including form of
        Debenture.

  4(d). Shareholder Rights Agreement and Certificate of Vote of Directors
        adopting a Shareholders Rights Plan providing for the issuance of a
        Series A Junior Participating Cumulative Preferred Stock purchase
        rights as a dividend to all shareholders of record on October 6,
        1988, as amended on May 17, 1990.

  23.   Consent of Arthur Andersen LLP, Independent Public Accountants.

  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

                                         II-3
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 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.

                                   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 10th day of April, 1995.

                               PERINI CORPORATION

                               By:  /s/ David B. Perini     
                                    ------------------------
                                    DAVID B. PERINI
                                    Chairman, President and
                                    Chief Executive Officer

                               POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints David B. Perini, John H. Schwarz
  and Richard E. Burnham, and each of them, his true and lawful attorneys-
  in-fact and agents, with full power of substitution and resubstitution,

                                         II-4
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

                           Chairman, President, Chief
                           Executive Officer and Director
  /s/ David B. Perini      (Principal Executive Officer)  April 7, 1995
  ------------------------
  DAVID B. PERINI

                           Executive Vice President, 
                           Finance and Administration
  /s/ John H. Schwarz      (Principal Financial Officer)  April 7, 1995
  ------------------------
  JOHN H. SCHWARZ

                           Vice President and Controller
  /s/ Barry R. Blake       (Principal Accounting Officer) April 7, 1995

  -----------------------
  BARRY R. BLAKE

  /s/ Richard J. Boushka   Director                       April 7, 1995
  -----------------------
  RICHARD J. BOUSHKA

  /s/ Marshall M. Criser   Director                       April 7, 1995
  -----------------------
  MARSHALL M. CRISER

  /s/ Thomas E. Dailey     Director                       April 7, 1995
  -----------------------
  THOMAS E. DAILEY

  /s/ Albert A. Dorman     Director                       April 7, 1995
  -----------------------
  ALBERT A. DORMAN

  /s/ Arthur J. Fox, Jr.   Director                       April 7, 1995
  -----------------------
  ARTHUR J. FOX, JR.

                                         II-5
/s/ Nancy Hawthorne      Director                       April 7, 1995
  -----------------------
  NANCY HAWTHORNE

  /s/ John J. McHale       Director                       April 7, 1995
  -----------------------
  JOHN J. McHALE

  /s/ Jane E. Newman       Director                       April 7, 1995
  -----------------------
  JANE E. NEWMAN

  /s/ Bart W. Perini       Director                       April 7, 1995
  -----------------------
  BART W. PERINI

  /s/ Joseph R. Perini     Director                       April 7, 1995
  -----------------------
  JOSEPH R. PERINI

                               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 Registration Statement (No. 33-14434)).

  4(b).   Form of Deposit Agreement, including form of Depositary Receipt
          (incorporated by reference to Exhibit 4(b) to Registrant's
          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 and Certificate of Vote of Directors
          adopting a Shareholders Rights Plan providing for the issuance of
          a Series A Junior Participating Cumulative Preferred Stock
          purchase rights as a dividend to all shareholders of record on
          October 6, 1988 (incorporated by reference to exhibit to
          Registrant's Current Report on Form 8-K (Date of earliest
          reportable event:  September 26, 1988)), as amended on May 17,
          1990 (incorporated by reference to exhibit to Registrant's Current
          Report on Form 8-K (Date of earliest reportable event:  May 17,

                                         II-6
1990)).

  23.     Consent of Arthur Andersen LLP, Independent Public Accountants.

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

                                                   Exhibit 23

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

  As independent public accountants, we hereby consent to the incorporation
  by reference in this registration statement of our report dated February
  10, 1995 incorporated by reference in Perini Corporation's Form 10-K for
  the year ended December 31, 1994 and to all references to our Firm
  included in this registration statement.

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

  Boston, Massachusetts,
  April 7, 1995

                                         II-7