SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

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

                 PERINI CORPORATION AMENDED AND RESTATED 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




<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE


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

     Common Stock,
    $1.00 par value              117,174                  $8.75               $1,025,272.50              $353.54
- - -----------------------  ----------------------- ----------------------- -----------------------  ----------------------
</TABLE>


(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 May 2, 1996. 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, 33-52967 and 33-58519.

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




<PAGE>



        This Registration  Statement is registering 117,174 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, 33-52967 and 33-58519 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)


<PAGE>






PROSPECTUS


                               Perini Corporation

                          10,118 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 page 3 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 then  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 May 8,  1996 as
reported on the American Stock Exchange Consolidated  Reporting System was $9.00
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 May 9, 1996.





<PAGE>




                              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, 1995,  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 10, 1996 to be used in
                connection with the Annual Meeting of Stockholders to be held on
                May 16, 1996.

        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.



                                      - 2 -

<PAGE>



        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.
<TABLE>


     Name and Positions                                                                 Number of Shares and
     with the Company or              Common Stock                                        Percentage Owned
 Affiliates within the Past       Beneficially Owned at     Common Stock Offered        after Completion of
           3 Years                    May 1, 1996 *                Hereby                     Offering
           -------                    -------------                ------                     --------
<S>                               <C>                       <C>                         <C>     


Bart W. Perini                           16,712                     3,552                     13,160 **

President and Chief
Operating Officer of
Perini Land and
Development Company
and Director of the
Company since prior to
April 1993.

Thomas E. Dailey                         12,048                     6,566                     6,482 **

Formerly Executive 
Vice President, 
Construction and current 
Director since prior
to April 1993.

- - -----------------------------------------------
</TABLE>

   *       Includes shares to be issued under the Plans in May 1996.
   **      Less than one percent.

                                      - 3 -

<PAGE>



                          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,  1996,  there were
100,000 shares of $21.25  Convertible  Exchangeable  Preferred Stock outstanding
(the "$21.25 Preferred"),  4,723,754 shares of Common Stock outstanding, 662,252
shares of Common  Stock  reserved  for issuance  upon  conversion  of the $21.25
Preferred,  121,185  shares of Common  Stock  reserved  for  payment of the 1994
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

                                      - 4 -

<PAGE>



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


                                      - 5 -

<PAGE>



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,
1995,  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.


                                      - 6 -

<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 1995 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 10, 1996, to be
                used in connection with the Annual Meeting of Stockholders to be
                held on May 16, 1996; 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 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).

        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.


                                                  II - 1


<PAGE>



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.


                                     II - 2

<PAGE>



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

        The Registrant has a one-year  insurance policy,  effective July 1, 1995
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, 1995,
with The Federal  Insurance  Company,  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

                                     II - 3

<PAGE>



                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  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,

                                     II - 4

<PAGE>



                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 9th
day of May, 1996.

                                           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,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any or all  amendments,
including any post-effective  amendments, to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or their  substitutes,  may  lawfully  do or cause to be done by virtue
hereof.

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

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

s/David B. Perini      Chairman, President, Chief            May 9, 1996
- - ------------------     Executive Officer and Director
DAVID B. PERINI        (Principal Executive Officer)

s/John H. Schwarz      Executive Vice President, Finance     May 9, 1996
- - ------------------     and Administration and Director
JOHN H. SCHWARZ        (Principal Financial Officer)


                                     II - 6

<PAGE>


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

s/Barry B. Blake       Vice President and Controller         May 9, 1996
- - ------------------     (Principal Accounting Officer)
BARRY R. BLAKE         

s/Richard J. Boushka   Director   
- - ------------------                                           May 9, 1996
RICHARD J. BOUSHKA

s/Marshall M. Criser   Director                              May 9, 1996
- - ------------------
MARSHALL M. CRISER

s/Thomas E. Dailey     Director                              May 9, 1996
- - ------------------
THOMAS E. DAILEY

s/Albert A. Dorman     Director                              May 9, 1996
- - ------------------
ALBERT A. DORMAN

s/Arthur J. Fox, Jr.   Director                              May 9, 1996
- - ------------------
ARTHUR J. FOX, JR.

- - ------------------     Director
NANCY HAWTHORNE

s/John J. McHale       Director                              May 9, 1996
- - ------------------
JOHN J. McHALE

s/Jane E. Newman       Director                              May 9, 1996
- - ------------------
JANE E. NEWMAN

s/Bart W. Perini       Director                              May 9, 1996
- - ------------------
BART W. PERINI

s/Joseph R. Perini     Director                              May 9, 1996
- - ------------------
JOSEPH R. PERINI


                                     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 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 4.4 to Registrant's  Annual Report
        on Form 10-K for the year ended December 31, 1995).

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

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

                                     II - 8

<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 26, 1996
included in Perini  Corporation's  Annual Report on Form 10-K for the year ended
December  31,  1995  and  to  all  references  to  our  Firm  included  in  this
registration statement.



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



Boston, Massachusetts,
May 7, 1996


                                     II - 9

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "PERINI CORP. FORM S-8", "secsgml_size_bytes": 45550}]
{"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": "333-03417", "film-number": "96558992"}, "business-address": {"street1": "73 MT WAYTE AVE", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5086282000"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

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

                 PERINI CORPORATION AMENDED AND RESTATED 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 class                                   Proposed                 maximum
  of securities to be         Amount to be          maximum offering       aggregate offering           Amount of
      registered             registered (1)        price per share (2)          price (2)            registration fee
- - -----------------------  ----------------------- ----------------------- -----------------------  ----------------------
Common Stock,
    $1.00 par value              117,174                  $8.75               $1,025,272.50              $353.54
- - -----------------------  ----------------------- ----------------------- -----------------------  ----------------------
(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 May 2, 1996. 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, 33-52967 and 33-58519.

- - --------------------------------------------------------------------------------
This Registration  Statement is registering 117,174 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, 33-52967 and 33-58519 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

                          10,118 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 page 3 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 then  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 May 8,  1996 as
reported on the American Stock Exchange Consolidated  Reporting System was $9.00
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 May 9, 1996.
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, 1995,  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 10, 1996 to be used in
                connection with the Annual Meeting of Stockholders to be held on
                May 16, 1996.

        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.

                                      - 2 -
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.

     Name and Positions                                                                 Number of Shares and
     with the Company or              Common Stock                                        Percentage Owned
 Affiliates within the Past       Beneficially Owned at     Common Stock Offered        after Completion of
           3 Years                    May 1, 1996 *                Hereby                     Offering
           -------                    -------------                ------                     --------
Bart W. Perini                           16,712                     3,552                     13,160 **

President and Chief
Operating Officer of
Perini Land and
Development Company
and Director of the
Company since prior to
April 1993.

Thomas E. Dailey                         12,048                     6,566                     6,482 **

Formerly Executive 
Vice President, 
Construction and current 
Director since prior
to April 1993.

- - -----------------------------------------------
*       Includes shares to be issued under the Plans in May 1996.
   **      Less than one percent.

                                      - 3 -
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,  1996,  there were
100,000 shares of $21.25  Convertible  Exchangeable  Preferred Stock outstanding
(the "$21.25 Preferred"),  4,723,754 shares of Common Stock outstanding, 662,252
shares of Common  Stock  reserved  for issuance  upon  conversion  of the $21.25
Preferred,  121,185  shares of Common  Stock  reserved  for  payment of the 1994
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

                                      - 4 -
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

                                      - 5 -
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,
1995,  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.

                                      - 6 -
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 1995 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 10, 1996, to be
                used in connection with the Annual Meeting of Stockholders to be
                held on May 16, 1996; 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 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).

        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.

                                                  II - 1
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.

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

        The Registrant has a one-year  insurance policy,  effective July 1, 1995
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, 1995,
with The Federal  Insurance  Company,  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

                                     II - 3
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  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,

                                     II - 4
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 9th
day of May, 1996.

                                           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,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any or all  amendments,
including any post-effective  amendments, to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or their  substitutes,  may  lawfully  do or cause to be done by virtue
hereof.

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

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

s/David B. Perini      Chairman, President, Chief            May 9, 1996
- - ------------------     Executive Officer and Director
DAVID B. PERINI        (Principal Executive Officer)

s/John H. Schwarz      Executive Vice President, Finance     May 9, 1996
- - ------------------     and Administration and Director
JOHN H. SCHWARZ        (Principal Financial Officer)

                                     II - 6
Signature                             Title                  Date
   ---------                             -----                  ----

s/Barry B. Blake       Vice President and Controller         May 9, 1996
- - ------------------     (Principal Accounting Officer)
BARRY R. BLAKE         

s/Richard J. Boushka   Director   
- - ------------------                                           May 9, 1996
RICHARD J. BOUSHKA

s/Marshall M. Criser   Director                              May 9, 1996
- - ------------------
MARSHALL M. CRISER

s/Thomas E. Dailey     Director                              May 9, 1996
- - ------------------
THOMAS E. DAILEY

s/Albert A. Dorman     Director                              May 9, 1996
- - ------------------
ALBERT A. DORMAN

s/Arthur J. Fox, Jr.   Director                              May 9, 1996
- - ------------------
ARTHUR J. FOX, JR.

- - ------------------     Director
NANCY HAWTHORNE

s/John J. McHale       Director                              May 9, 1996
- - ------------------
JOHN J. McHALE

s/Jane E. Newman       Director                              May 9, 1996
- - ------------------
JANE E. NEWMAN

s/Bart W. Perini       Director                              May 9, 1996
- - ------------------
BART W. PERINI

s/Joseph R. Perini     Director                              May 9, 1996
- - ------------------
JOSEPH R. PERINI

                                     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 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 4.4 to Registrant's  Annual Report
        on Form 10-K for the year ended December 31, 1995).

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

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

                                     II - 8
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 26, 1996
included in Perini  Corporation's  Annual Report on Form 10-K for the year ended
December  31,  1995  and  to  all  references  to  our  Firm  included  in  this
registration statement.

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

Boston, Massachusetts,
May 7, 1996

                                     II - 9