Registration No.

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


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

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

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

                                   Copies to:

                             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,                    264,000                $ 9.90625              $ 2,615,250               $ 771.50
$1.00 par value
-----------------------  ----------------------- ----------------------- -----------------------  ----------------------
</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 April 29, 1998. 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, 33-58519, 333-03417 and 333-26423.

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




<PAGE>



        This Registration  Statement is registering 264,000 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, 33-52967, 33-58519, 333-03417 and 333-26423 on Form S-8 are
incorporated herein by reference.

Item 8.         Exhibits

                The  following  are  filed  as  exhibits  to  this  Registration
                Statement.

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

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

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

                    24      Power of Attorney (contained on Signature Page)


<PAGE>




PROSPECTUS




                               Perini Corporation

                          13,077 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/or the 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 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 5,  1998 as
reported  on the  American  Stock  Exchange  Consolidated  Reporting  System was
$10.375 per share.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
    COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
     THE ADEQUACY OR ACCURACY 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 6, 1998.





<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 (the "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.  The Commission also
maintains a web site located at  http://www.sec.gov  containing  reports,  proxy
statements and other information regarding issuers that file electronically with
the Commission.  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  1934  Act,  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, 1997, 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 8, 1998 to be used in
             connection  with the Annual Meeting of  Stockholders  to be held on
             May 14, 1998.

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

        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: Robert E. Higgins, 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                Common Stock                                              Percentage Owned
  or Affiliates within the        Beneficially Owned at             Common Stock                after Completion
        Past 3 Years                  May 5, 1998 *                Offered Hereby                  of Offering
        ------------                  -------------                --------------                  -----------
<S>                                   <C>                          <C>                             <C>
Robert Band                              16,039                         9,539                       6,500 **

Executive Vice President, Chief
Financial  Officer of the Company
since  December  1997; and President 
of Perini Management Services since 
April 1995.

John H. Schwarz                           9,584                         3,538                       6,046 **

Executive Vice President, Finance
and Administration of the
Company from August 1994 to December
1997. (1)
------------------------------------
</TABLE>


(1)     Retired effective January 1, 1998.
*       Includes shares to be issued under the Plans in May 1998.
**      Less than one percent.

                                      - 3 -

<PAGE>



                                     EXPERTS

        The consolidated  financial  statements and schedules for the year ended
December 31, 1997,  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 reports
thereon and have been so included in reliance upon the authority of said firm as
experts in giving said reports.

                             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.


                                      - 4 -

<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  1997
                    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 8, 1998, to be
                    used in connection  with the Annual Meeting of  Stockholders
                    to be held on May 14, 1998;

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

        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.

        The consolidated  financial  statements and schedules for the year ended
December 31, 1997,  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 reports
thereon and have been so included in reliance upon the authority of said firm as
experts in giving said reports.

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

                                     II - 1

<PAGE>



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

        The Registrant has a one-year  insurance policy,  effective July 1, 1997
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 $20 million and a corporate  retention of
$200,000 for  expenses  reimbursable  to the  directors  and/or  officers of the
Registrant. The policy contains various reporting requirements and exclusions.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

                                     II - 2

<PAGE>



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 dated as of September 23,
                     1988,  as amended and restated as of May 17, 1990,  and
                     as further amended and restated as of January 17, 1997,
                     between  Perini  Corporation  and State Street Bank and
                     Trust Company, as Rights Agent.

           4(e).     Certificate of Vote of Directors Establishing a Series of 
                     Preferred Stock, dated January 16, 1997.

           4(f).     Voting Agreement dated as of January 17, 1997 by and among 
                     PB Capital, David B. Perini, Perini Memorial Foundation, 
                     David B. Perini Testamentary Trust, Ronald N. Tutor, and 
                     Tutor-Saliba Corporation.

           5.        Opinion of Robert E. Higgins, Esq., regarding legality.

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

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

           24.       Power of Attorney.


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

                                     II - 3

<PAGE>



                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.

                                     II - 4

<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 6th
day of May, 1998.

                             Perini Corporation

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


                                POWER OF ATTORNEY

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

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

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

s/David B. Perini     Chairman of the Company and               May 6, 1998
-----------------
DAVID B. PERINI       Director (Principal Executive
                      Officer)
s/Robert Band         Executive Vice President, Chief           May 6, 1998
-------------
ROBERT BAND           Financial Officer (Principal Financial
                      Officer)
s/Barry R. Blake
----------------      Vice President and Controller             May 6, 1998
BARRY R. BLAKE        (Principal Accounting Officer)








                                     II - 5

<PAGE>




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

s/Richard J. Boushka       Director       May 6, 1998
--------------------                      
RICHARD J. BOUSHKA

s/Marshall M. Criser       Director       May 6, 1998
--------------------
MARSHALL M. CRISER

s/Albert A. Dorman         Director       May 6, 1998
------------------
ALBERT A. DORMAN

s/Arthur J. Fox, Jr.       Director       May 6, 1998
--------------------
ARTHUR J. FOX, JR.

s/Nancy Hawthorne          Director       May 6, 1998
-----------------
NANCY HAWTHORNE

s/Michael R. Klein         Director       May 6, 1998
------------------
MICHAEL R. KLEIN

s/Roger J. Ludlam          Director       May 6, 1998
-----------------
ROGER J. LUDLAM

s/Douglas J. McCarron      Director       May 6, 1998
---------------------
DOUGLAS J. MCCARRON

s/John J. McHale           Director       May 6, 1998
----------------
JOHN J. McHALE

s/Jane E. Newman           Director       May 6, 1998
----------------
JANE E. NEWMAN

s/Bart W. Perini           Director       May 6, 1998
----------------
BART W. PERINI

s/Ronald N. Tutor          Director       May 6, 1998
-----------------
RONALD N. TUTOR


                                     II - 6

<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 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 dated as of September 23,
                         1988,  as amended and restated as of May 17, 1990,  and
                         as further amended and restated as of January 17, 1997,
                         between  Perini  Corporation  and State Street Bank and
                         Trust Company, as Rights Agent (incorporated as Exhibit
                         4.4 to  Amendment  No. 1 to  Registrant's  Registration
                         Statement on Form 8-A/A filed on January 29, 1997).

           4(e).         Certificate of Vote of Directors  Establishing a Series
                         of   Preferred   Stock,    dated   January   16,   1997
                         (incorporated  by  reference  to  4.8  to  Registrant's
                         current report on Form 8-K filed on February 14, 1997).

           4(f).         Voting  Agreement  dated as of January  17, 1997 by and
                         among PB  Capital,  David B.  Perini,  Perini  Memorial
                         Foundation,  David B. Perini Testamentary Trust, Ronald
                         N. Tutor, and Tutor-Saliba Corporation (incorporated by
                         reference  to  Exhibit  4.11 to  Registrant's  Form 8-K
                         filed on February 14, 1997).

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

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

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

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








                                     II - 7

<PAGE>


                                                                      Exhibit 5







                                   May 6, 1998



Jacobs Persinger & Parker
77 Water Street
New York, NY  10005

Re:  Registration Statement on Form S-8

Dear Sirs:

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

        I refer to the  Registration  Statement  on Form S-8 of the Company with
respect to 264,000  shares (the  "Subject  Shares") of Common  Stock,  $1.00 par
value,  of the Company to be issued to certain  officers  and key  employees  as
incentive   compensation  under  the  Company's  Amended  and  Restated  General
Incentive  Compensation Plan and Amended and Restated Construction Business Unit
Incentive  Compensation Plan. In connection with the foregoing,  I have examined
such corporate records and documents and certificates of officers of the Company
and have made such other  inquiries as I deemed  appropriate in order to express
the opinion set forth below.

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

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

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



                                 Very truly yours,



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

                                     II - 8

<PAGE>

                                                                  Exhibit 23(b)



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our reports dated February 13, 1998
included in Perini  Corporation's  Annual Report on Form 10-K for the year ended
December  31,  1997  and  to  all  references  to  our  Firm  included  in  this
registration statement.



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



Boston, Massachusetts
May 6, 1998


                                     II - 9

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "PERINI CORPORATION FORM S-8", "secsgml_size_bytes": 41282}]
{"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": "333-51911", "film-number": "98611223"}, "business-address": {"street1": "73 MT WAYTE AVE", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5086282000"}}
Registration No.

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

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

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

                                   Copies to:

                             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,                    264,000                $ 9.90625              $ 2,615,250               $ 771.50
$1.00 par value
-----------------------  ----------------------- ----------------------- -----------------------  ----------------------
(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 29, 1998. 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, 33-58519, 333-03417 and 333-26423.

--------------------------------------------------------------------------------
This Registration  Statement is registering 264,000 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, 33-52967, 33-58519, 333-03417 and 333-26423 on Form S-8 are
incorporated herein by reference.

Item 8.         Exhibits

                The  following  are  filed  as  exhibits  to  this  Registration
                Statement.

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

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

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

                    24      Power of Attorney (contained on Signature Page)
PROSPECTUS

                               Perini Corporation

                          13,077 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/or the 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 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 5,  1998 as
reported  on the  American  Stock  Exchange  Consolidated  Reporting  System was
$10.375 per share.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
    COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
     THE ADEQUACY OR ACCURACY 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 6, 1998.
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 (the "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.  The Commission also
maintains a web site located at  http://www.sec.gov  containing  reports,  proxy
statements and other information regarding issuers that file electronically with
the Commission.  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  1934  Act,  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, 1997, 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 8, 1998 to be used in
             connection  with the Annual Meeting of  Stockholders  to be held on
             May 14, 1998.

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

        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: Robert E. Higgins, 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                Common Stock                                              Percentage Owned
  or Affiliates within the        Beneficially Owned at             Common Stock                after Completion
        Past 3 Years                  May 5, 1998 *                Offered Hereby                  of Offering
        ------------                  -------------                --------------                  -----------
Robert Band                              16,039                         9,539                       6,500 **

Executive Vice President, Chief
Financial  Officer of the Company
since  December  1997; and President 
of Perini Management Services since 
April 1995.

John H. Schwarz                           9,584                         3,538                       6,046 **

Executive Vice President, Finance
and Administration of the
Company from August 1994 to December
1997. (1)
------------------------------------
(1)     Retired effective January 1, 1998.
*       Includes shares to be issued under the Plans in May 1998.
**      Less than one percent.

                                      - 3 -
EXPERTS

        The consolidated  financial  statements and schedules for the year ended
December 31, 1997,  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 reports
thereon and have been so included in reliance upon the authority of said firm as
experts in giving said reports.

                             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.

                                      - 4 -
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  1997
                    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 8, 1998, to be
                    used in connection  with the Annual Meeting of  Stockholders
                    to be held on May 14, 1998;

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

        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.

        The consolidated  financial  statements and schedules for the year ended
December 31, 1997,  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 reports
thereon and have been so included in reliance upon the authority of said firm as
experts in giving said reports.

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

                                     II - 1
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  indemnification  agreements  were
ratified by stockholders at the 1987 Annual Meeting.

        The Registrant has a one-year  insurance policy,  effective July 1, 1997
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 $20 million and a corporate  retention of
$200,000 for  expenses  reimbursable  to the  directors  and/or  officers of the
Registrant. The policy contains various reporting requirements and exclusions.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

                                     II - 2
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 dated as of September 23,
                     1988,  as amended and restated as of May 17, 1990,  and
                     as further amended and restated as of January 17, 1997,
                     between  Perini  Corporation  and State Street Bank and
                     Trust Company, as Rights Agent.

           4(e).     Certificate of Vote of Directors Establishing a Series of 
                     Preferred Stock, dated January 16, 1997.

           4(f).     Voting Agreement dated as of January 17, 1997 by and among 
                     PB Capital, David B. Perini, Perini Memorial Foundation, 
                     David B. Perini Testamentary Trust, Ronald N. Tutor, and 
                     Tutor-Saliba Corporation.

           5.        Opinion of Robert E. Higgins, Esq., regarding legality.

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

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

           24.       Power of Attorney.

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

                                     II - 3
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.

                                     II - 4
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 6th
day of May, 1998.

                             Perini Corporation

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

                                POWER OF ATTORNEY

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

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

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

s/David B. Perini     Chairman of the Company and               May 6, 1998
-----------------
DAVID B. PERINI       Director (Principal Executive
                      Officer)
s/Robert Band         Executive Vice President, Chief           May 6, 1998
-------------
ROBERT BAND           Financial Officer (Principal Financial
                      Officer)
s/Barry R. Blake
----------------      Vice President and Controller             May 6, 1998
BARRY R. BLAKE        (Principal Accounting Officer)

                                     II - 5
Signature              Title            Date
     ---------              -----            ----

s/Richard J. Boushka       Director       May 6, 1998
--------------------                      
RICHARD J. BOUSHKA

s/Marshall M. Criser       Director       May 6, 1998
--------------------
MARSHALL M. CRISER

s/Albert A. Dorman         Director       May 6, 1998
------------------
ALBERT A. DORMAN

s/Arthur J. Fox, Jr.       Director       May 6, 1998
--------------------
ARTHUR J. FOX, JR.

s/Nancy Hawthorne          Director       May 6, 1998
-----------------
NANCY HAWTHORNE

s/Michael R. Klein         Director       May 6, 1998
------------------
MICHAEL R. KLEIN

s/Roger J. Ludlam          Director       May 6, 1998
-----------------
ROGER J. LUDLAM

s/Douglas J. McCarron      Director       May 6, 1998
---------------------
DOUGLAS J. MCCARRON

s/John J. McHale           Director       May 6, 1998
----------------
JOHN J. McHALE

s/Jane E. Newman           Director       May 6, 1998
----------------
JANE E. NEWMAN

s/Bart W. Perini           Director       May 6, 1998
----------------
BART W. PERINI

s/Ronald N. Tutor          Director       May 6, 1998
-----------------
RONALD N. TUTOR

                                     II - 6
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 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 dated as of September 23,
                         1988,  as amended and restated as of May 17, 1990,  and
                         as further amended and restated as of January 17, 1997,
                         between  Perini  Corporation  and State Street Bank and
                         Trust Company, as Rights Agent (incorporated as Exhibit
                         4.4 to  Amendment  No. 1 to  Registrant's  Registration
                         Statement on Form 8-A/A filed on January 29, 1997).

           4(e).         Certificate of Vote of Directors  Establishing a Series
                         of   Preferred   Stock,    dated   January   16,   1997
                         (incorporated  by  reference  to  4.8  to  Registrant's
                         current report on Form 8-K filed on February 14, 1997).

           4(f).         Voting  Agreement  dated as of January  17, 1997 by and
                         among PB  Capital,  David B.  Perini,  Perini  Memorial
                         Foundation,  David B. Perini Testamentary Trust, Ronald
                         N. Tutor, and Tutor-Saliba Corporation (incorporated by
                         reference  to  Exhibit  4.11 to  Registrant's  Form 8-K
                         filed on February 14, 1997).

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

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

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

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

                                     II - 7
Exhibit 5

                                   May 6, 1998

Jacobs Persinger & Parker
77 Water Street
New York, NY  10005

Re:  Registration Statement on Form S-8

Dear Sirs:

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

        I refer to the  Registration  Statement  on Form S-8 of the Company with
respect to 264,000  shares (the  "Subject  Shares") of Common  Stock,  $1.00 par
value,  of the Company to be issued to certain  officers  and key  employees  as
incentive   compensation  under  the  Company's  Amended  and  Restated  General
Incentive  Compensation Plan and Amended and Restated Construction Business Unit
Incentive  Compensation Plan. In connection with the foregoing,  I have examined
such corporate records and documents and certificates of officers of the Company
and have made such other  inquiries as I deemed  appropriate in order to express
the opinion set forth below.

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

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

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

                                 Very truly yours,

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

                                     II - 8
Exhibit 23(b)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our reports dated February 13, 1998
included in Perini  Corporation's  Annual Report on Form 10-K for the year ended
December  31,  1997  and  to  all  references  to  our  Firm  included  in  this
registration statement.

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

Boston, Massachusetts
May 6, 1998

                                     II - 9