Registration No. 333-
================================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                    --------------------------
                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                      THE TURNER CORPORATION
      (Exact name of registrant as specified in its charter)


       Delaware                                                  13-3209884
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

      375 Hudson Street                                                10014
     New York, New York                                             (Zip Code)
(Address of principal executive offices)

                          -----------------
                          Sara J. Gozo, Esq.
                        The Turner Corporation
                           375 Hudson Street
                       New York, New York 10014
                            (212) 229-6000
       (Name, address, including zip code and telephone number,
              including area code, of agent for service)

                               Copy to:

                       David W. Bernstein, Esq.
                            Rogers & Wells
                            200 Park Avenue
                       New York, New York 10166

                    CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES TO  AMOUNT TO BE       PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
BE REGISTERED           REGISTERED         OFFERING PRICE PER     AGGREGATE OFFERING PRICE   REGISTRATION FEE
                                           SHARE(1)
<S>                     <C>                <C>                    <C>                        <C>
Common Stock,           500,000 shares        $25.1875            $12,593,750                $3,187
par value $1.00 per
share (2)

<FN>
(1)   Estimated  pursuant  to  Rule  457(c),  solely  for the purpose of calculating the registration fee, on 
      the basis of  the  average of the high and low prices of the Common Stock on the American  Stock
      Exchange on December 23, 1997.

(2)  Includes  stock  purchase  rights.  Unless and until certain events  occur,  these  rights will  not  be  
     exercisable  or evidenced separately from the Common Stock.
</FN>
</TABLE>

NI10538.1
<PAGE>

                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Pursuant to the requirements  of  the Note to Part I of Form
S-8 and Rule 428(b)(1) of the Rules under  the  Securities Act of
1933, as amended, the information required by Part  I of Form S-8
is  included  in a document titled "Information About Your  Stock
Options" dated  October  1997, distributed to participants in the
1997 Non-Qualified Stock Option  Plan  (the "Plan") of The Turner
Corporation  (the "Company").  The document  titled  "Information
About Your Stock  Options,"  together  with  Item 3 of Part II of
this   Registration   Statement,   constitute  a  Section   10(a)
Prospectus.


<PAGE>
                        PROSPECTUS FOR RESALES

     The material which follows, up to but not including the page
beginning Part II of this Registration  Statement,  constitutes a
prospectus,  prepared  on  Form  S-3, in accordance with  General
Instruction C to Form S-8, to be used  in connection with resales
of  securities  acquired  under  the Plan by  affiliates  of  the
Company, as defined in Rule 405 under the Securities Act of 1933,
as amended.


<PAGE>

PROSPECTUS


                 THE TURNER CORPORATION

                      COMMON STOCK

               (PAR VALUE $1.00 PER SHARE)



     This Prospectus relates to shares  of  Common  Stock  of The
Turner Corporation (the "Company") which may be offered from time
to  time by the people named under "Selling Security Holders"  on
the American  Stock Exchange, where the Company's Common Stock is
listed or in other  markets where the Common Stock may be traded,
or  in negotiated transactions,  at  prices  and  on  terms  then
available.  The  respective Selling Security Holders will pay any
brokerage fees or  commissions  relating  to  sales by them.  See
"Method  of  Sale."  The  Company  will  receive no part  of  the
proceeds of any such sales. The principal executive office of the
Company is located at 375 Hudson Street, New York, New York 10014
(Telephone No. (212) 229-6000).



        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.




     The  expenses  of  preparing  and  filing  the  Registration
Statement of which this Prospectus is a part  are  being borne by
the Company.





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



           The date of this Prospectus is December 30, 1997


<PAGE>
                           TABLE OF CONTENTS


Available Information...........................................2
Incorporation by Reference......................................2
Selling Security Holders........................................2
Method of Sale..................................................3
SEC Position Regarding Indemnification..........................3

                         AVAILABLE INFORMATION

             The   Company   is   subject  to  the  informational
requirements  of the Securities Exchange  Act  of  1934,  and  in
accordance with that Act files reports and other information with
the  Securities  and  Exchange  Commission.  All  reports,  proxy
statements  and  other  information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at
the public reference facilities  maintained  by the Commission at
450  Fifth  Street,  N.W.,  Washington, D.C. 20549,  and  at  the
following Regional Offices of  the  Commission:   7  World  Trade
Center,  New  York,  New  York 10048 and 500 West Madison Street,
Suite  1400,  Chicago,  Illinois   60661-2511.   Copies  of  that
material can also be obtained from the  Public  Reference Section
of  the  Commission  at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.  The  Commission maintains a web site
that  contains reports, proxy statements  and  other  information
regarding   registrants   that   file   electronically  with  the
Commission.  The address of that web site  is http://www.sec.gov.
The  Company's  common  stock  is  listed on the  American  Stock
Exchange.  Reports, proxy statements  and other information filed
by the Company can be inspected at the  offices  of  the American
Stock Exchange, 86 Trinity Place, New York, New York  10006-1881.

                      INCORPORATION BY REFERENCE

             The  Company  incorporates  by  reference into  this
Prospectus (a) the Company's Annual Report on  Form  10-K for the
year  ended  December  31, 1996, (b) all documents filed  by  the
Company pursuant to Section  13(a)  or  15(d)  of  the Securities
Exchange  Act  of  1934  since  December  31,  1996, and (c)  the
description  of  the  Company's  Common  Stock  included  in  its
registration   statement  under  Section  12  of  the  Securities
Exchange Act of  1934 relating to the Common Stock, including any
amendment or report  filed  for  the  purpose  of  updating  that
description.   All  documents  subsequently  filed by the Company
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,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing  such  documents.   Copies  of  all  documents  which  are
incorporated  by  reference  will be provided without  charge  to
anyone to whom this prospectus  is  delivered  upon  a written or
oral  request  to The Turner Corporation, 375 Hudson Street,  New
York, New York 10014,  Attention:  Sara  J. Gozo, Esq., telephone
number (212) 229-6000.

                       SELLING SECURITY HOLDERS

             This  Prospectus  relates  to  possible   sales   by
officers  and  directors of the Company of shares of Common Stock
purchased by them through the exercise of options granted to them
under the 1997 Non-Qualified  Stock  Option  Plan (the "Plan") of
the Company.  The names of those Selling Securities  Holders  are
not known by the Company at this time and will be provided by the
Company, along with the number of shares of Common Stock owned by
each  of  them  and  the  number  of  shares  to  be resold, in a
supplement  to  this  Prospectus  pursuant to General Instruction
C(3)  to Form S-8 and Rule 424(b) under  the  Securities  Act  of
1933.

                                2
<PAGE>

                            METHOD OF SALE

             The Company anticipates that any sales of the shares
offered  by  this  Prospectus by Selling Security Holders will be
made to the public on  the  American  Stock  Exchange,  where the
Company's  Common Stock is listed, or in other markets where  the
Company's  Common   Stock   may   be  traded,  or  in  negotiated
transactions.  The Company anticipates  that  sales  will  be  at
prices current when  the  sales  take  place.   Sales may involve
payment  of  brokers'  commissions  by Selling Security  Holders.
There is no present plan of distribution.

                SEC POSITION REGARDING INDEMNIFICATION

             The  Company's  by-laws require  indemnification  of
officers  and  directors  to  the  fullest  extent  permitted  by
Delaware law.  This includes instances  in  which  they  acted in
good faith and in a manner they reasonably believed to be  in  or
not  opposed  to  the  best  interests  of  the Company and, with
respect to criminal proceedings, without reasonable  belief  that
their action was unlawful.

             Insofar  as  indemnification for liabilities arising
under the Securities Act of 1933 might be permitted to directors,
officers or persons controlling  the Company under the provisions
described  above,  the  Company has been  informed  that  in  the
opinion  of  the  Securities   and   Exchange   Commission   such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.

                                3

<PAGE>

                                PART II


                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT


Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The   following   documents   are   incorporated  by
reference in this Registration Statement:

             (a) The Annual Report of the Company  on  Form  10-K
for the year ended December 31, 1996.

             (b) All  documents  filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities  Exchange  Act  of  1934
since December 31, 1996.

             (c)   The  description of the Company's Common Stock
included in its registration  statement  under  Section 12 of the
Securities  Exchange  Act  of 1934 relating to the Common  Stock,
including  any  amendment or report  filed  for  the  purpose  of
updating that description.

             All  documents  subsequently  filed  by  the Company
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,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing such documents.


Item 4.      DESCRIPTION OF SECURITIES.

             Not applicable.


Item 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.


Item 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Section  145  of  the  General  Corporation  Law  of
Delaware gives Delaware corporations  broad  powers  to indemnify
their  present  and  former  directors and officers and those  of
affiliated corporations.  That  indemnification  is not exclusive
of  any other rights to which those indemnified may  be  entitled
under any by-laws, agreement, vote of stockholders or otherwise.

             Article  VIII  of  the  by-laws of the Company makes
mandatory  the  indemnification expressly  authorized  under  the
Delaware General  Corporation  Law.   The  applicable standard is
that  the  individual  acted in good faith and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with  respect  to  any  criminal  action  or
proceeding,  had  no  reasonable cause to believe his conduct was
unlawful.

                              II-1
<PAGE>

             The Company  has  purchased  insurance which insures
officers and directors of the Company against  loss  arising from
claims  by  reason of their legal liability for acts as  officers
and directors.


Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

Item 8.      EXHIBITS.

                 The   following  documents  are  filed  with  or
incorporated by reference in this Registration Statement:


          5  Opinion Regarding Legality

          23 Consents of Experts and Counsel

               (i)  Rogers & Wells (counsel)

               (ii)  Arthur Andersen LLP (independent public accountants)

          25 Powers of Attorney-included on signature pages

Item 9.   UNDERTAKINGS.

          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  purpose  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.

             The undersigned registrant  hereby  undertakes that,
for  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 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.

                              II-2
<PAGE>

             Insofar  as indemnification for liabilities  arising
under the Securities Act  of  1933,  as amended, (the "1933 Act")
may be permitted to directors, officers  and  controlling persons
of  the  registrant  pursuant  to  the  foregoing provisions,  or
otherwise, the registrant has been advised that in the opinion of
the  Securities and Exchange Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933 Act and is,
therefore,   unenforceable.  In  the  event  that  a  claim   for
indemnification  against such liabilities (other than the payment
by the registrant  of  expenses  incurred  or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is  asserted  by  such
director,  officer  or  controlling person in connection with the
securities being registered,  the  registrant will, unless in the
opinion  of  its  counsel,  the  matter  has   been   settled  by
controlling   precedent,   submit   to  a  court  of  appropriate
jurisdiction the question of whether  or not such indemnification
by it is against public policy as expressed  in  the 1933 Act and
will be governed by the final adjudication of such issue.

                              II-3
<PAGE>

                              SIGNATURES

             Pursuant  to the requirements of the Securities  Act
of 1933, the registrant  certifies that it has reasonable grounds
to believe that it meets all  of  the  requirements for filing on
Form S-8 and has duly caused this Registration  Statement  to  be
signed   on   its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York and State of New York on this
30 day of December 1997.


                                       THE TURNER CORPORATION

                                       By:   E.T.  GRAVETTE,  JR.
                                          -----------------------
                                           E.T. Gravette, Jr.
                                           Chairman of the Board,
                                           Chief Executive Officer
                                           and Director


                           POWER OF ATTORNEY

             Each  person  whose signature appears below appoints
each of E.T. Gravette, Jr.,  and  Sara  J.  Gozo  his  agent  and
attorney in fact, with full power of substitution, to execute for
him  and  in his name, in any and all capacities, all amendments,
including  post-effective   amendments,   to   the   Registration
Statement to which this power of attorney is attached.

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

<TABLE>
<CAPTION>
               NAME                                 TITLE                               DATE
<S>                                    <C>                                        <C>
E.T. GRAVETTE, JR.                      Chairman of the Board, Chief              December 30, 1997
-------------------------              Executive Officer and Director
E.T. Gravette, Jr.                     

D.G. SLEEMAN                            Senior Vice President; Chief              December 30, 1997
-------------------------               Financial Officer; Principal
D.G. Sleeman                                 Accounting Officer

H. BAUMANN-STEINER                                Director                        December 30, 1997
-------------------------
H. Baumann-Steiner

W.G. EHLERS                                       Director                        December 30, 1997
-------------------------
W.G. Ehlers

A.G. FIEGER                                       Director                        December 30, 1997
-------------------------
A.G. Fieger

L. LOMO                                           Director                        December 30, 1997
-------------------------
L. Lomo

C.H. MOORE, JR.                                   Director                        December 30, 1997
-------------------------
C.H. Moore, Jr.
</TABLE>

                               S-1
<PAGE>

<TABLE>
<CAPTION>
               NAME                                 TITLE                               DATE
<S>                                    <C>                                        <C>
H.J. PARMELEE                              President and Director                 December 30, 1997
-------------------------
H.J. Parmelee

P.K. STEINER                                      Director                        December 30, 1997
-------------------------
P.K. Steiner

G.A. WALKER                                       Director                        December 30, 1997
-------------------------
G.A. Walker

J.O. WHITNEY                                      Director                        December 30, 1997
-------------------------
J.O. Whitney
</TABLE>

                               S-2

<PAGE>

                             EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                       DESCRIPTION               PAGE NO.
<S>                   <C>                                   <C>
   5                  Opinion regarding legality
  23(i)               Consent of Rogers & Wells - included
                      in Exhibit 5
  23(ii)              Consent of Arthur Andersen LLP
  25                  Powers of Attorney - included on
                      signature page
</TABLE>


<PAGE>

                 [Rogers & Wells Letterhead]


                                           December 30, 1997


The Turner Corporation
375 Hudson Street
New York, New York 10014

Dear Sirs:

             We  have acted  as  counsel  to  The  Turner  Corporation  (the
"Company") in connection  with the proposed issuance by the Company of up to
500,000 shares (the "Shares") of Common Stock, par value $1.00 per share, of
the Company upon exercise of  options  granted under the Company's 1997 Non-
Qualified  Stock  Option  Plan (the "Plan"),  which  is  the  subject  of  a
registration statement on Form  S-8  under  the  Securities  Act of 1933, as
amended (the "Registration Statement").  In that capacity, we  are  familiar
with the proceedings, corporate and other, relating to the authorization  of
the issuance of the Shares.

             Based  on  the foregoing, and such other examination of law and
fact as we have deemed necessary,  we are of the opinion that when sold upon
exercise of options granted under the  Plan,  the  Shares  will  be  legally
issued, fully paid and non-assessable.

             We  consent to the filing of this opinion as an exhibit to  the
Registration Statement.


                                         Very truly yours,

                                         ROGERS & WELLS


                               S-4

<PAGE>


          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS






     As  independent   public   accountants,   we   hereby  consent  to  the
incorporation by reference in the Registration Statement  on Form S-8 of our
report dated February 26, 1997 included in The Turner Corporation's Form 10-
K  for the year ended December 31, 1996 and to all references  to  our  Firm
included in this Registration Statement.




                                       ARTHUR ANDERSEN LLP


New York, New York
December 30, 1997


<PAGE>
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Registration No. 333-
================================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                    --------------------------
                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                      THE TURNER CORPORATION
      (Exact name of registrant as specified in its charter)

       Delaware                                                  13-3209884
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

      375 Hudson Street                                                10014
     New York, New York                                             (Zip Code)
(Address of principal executive offices)

                          -----------------
                          Sara J. Gozo, Esq.
                        The Turner Corporation
                           375 Hudson Street
                       New York, New York 10014
                            (212) 229-6000
       (Name, address, including zip code and telephone number,
              including area code, of agent for service)

                               Copy to:

                       David W. Bernstein, Esq.
                            Rogers & Wells
                            200 Park Avenue
                       New York, New York 10166

                    CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO  AMOUNT TO BE       PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
BE REGISTERED           REGISTERED         OFFERING PRICE PER     AGGREGATE OFFERING PRICE   REGISTRATION FEE
                                           SHARE(1)
Common Stock,           500,000 shares        $25.1875            $12,593,750                $3,187
par value $1.00 per
share (2)
(1)   Estimated  pursuant  to  Rule  457(c),  solely  for the purpose of calculating the registration fee, on 
      the basis of  the  average of the high and low prices of the Common Stock on the American  Stock
      Exchange on December 23, 1997.

(2)  Includes  stock  purchase  rights.  Unless and until certain events  occur,  these  rights will  not  be  
     exercisable  or evidenced separately from the Common Stock.
NI10538.1
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to the requirements  of  the Note to Part I of Form
S-8 and Rule 428(b)(1) of the Rules under  the  Securities Act of
1933, as amended, the information required by Part  I of Form S-8
is  included  in a document titled "Information About Your  Stock
Options" dated  October  1997, distributed to participants in the
1997 Non-Qualified Stock Option  Plan  (the "Plan") of The Turner
Corporation  (the "Company").  The document  titled  "Information
About Your Stock  Options,"  together  with  Item 3 of Part II of
this   Registration   Statement,   constitute  a  Section   10(a)
Prospectus.
PROSPECTUS FOR RESALES

     The material which follows, up to but not including the page
beginning Part II of this Registration  Statement,  constitutes a
prospectus,  prepared  on  Form  S-3, in accordance with  General
Instruction C to Form S-8, to be used  in connection with resales
of  securities  acquired  under  the Plan by  affiliates  of  the
Company, as defined in Rule 405 under the Securities Act of 1933,
as amended.
PROSPECTUS

                 THE TURNER CORPORATION

                      COMMON STOCK

               (PAR VALUE $1.00 PER SHARE)

     This Prospectus relates to shares  of  Common  Stock  of The
Turner Corporation (the "Company") which may be offered from time
to  time by the people named under "Selling Security Holders"  on
the American  Stock Exchange, where the Company's Common Stock is
listed or in other  markets where the Common Stock may be traded,
or  in negotiated transactions,  at  prices  and  on  terms  then
available.  The  respective Selling Security Holders will pay any
brokerage fees or  commissions  relating  to  sales by them.  See
"Method  of  Sale."  The  Company  will  receive no part  of  the
proceeds of any such sales. The principal executive office of the
Company is located at 375 Hudson Street, New York, New York 10014
(Telephone No. (212) 229-6000).

        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.

     The  expenses  of  preparing  and  filing  the  Registration
Statement of which this Prospectus is a part  are  being borne by
the Company.

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

           The date of this Prospectus is December 30, 1997
TABLE OF CONTENTS

Available Information...........................................2
Incorporation by Reference......................................2
Selling Security Holders........................................2
Method of Sale..................................................3
SEC Position Regarding Indemnification..........................3

                         AVAILABLE INFORMATION

             The   Company   is   subject  to  the  informational
requirements  of the Securities Exchange  Act  of  1934,  and  in
accordance with that Act files reports and other information with
the  Securities  and  Exchange  Commission.  All  reports,  proxy
statements  and  other  information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at
the public reference facilities  maintained  by the Commission at
450  Fifth  Street,  N.W.,  Washington, D.C. 20549,  and  at  the
following Regional Offices of  the  Commission:   7  World  Trade
Center,  New  York,  New  York 10048 and 500 West Madison Street,
Suite  1400,  Chicago,  Illinois   60661-2511.   Copies  of  that
material can also be obtained from the  Public  Reference Section
of  the  Commission  at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.  The  Commission maintains a web site
that  contains reports, proxy statements  and  other  information
regarding   registrants   that   file   electronically  with  the
Commission.  The address of that web site  is http://www.sec.gov.
The  Company's  common  stock  is  listed on the  American  Stock
Exchange.  Reports, proxy statements  and other information filed
by the Company can be inspected at the  offices  of  the American
Stock Exchange, 86 Trinity Place, New York, New York  10006-1881.

                      INCORPORATION BY REFERENCE

             The  Company  incorporates  by  reference into  this
Prospectus (a) the Company's Annual Report on  Form  10-K for the
year  ended  December  31, 1996, (b) all documents filed  by  the
Company pursuant to Section  13(a)  or  15(d)  of  the Securities
Exchange  Act  of  1934  since  December  31,  1996, and (c)  the
description  of  the  Company's  Common  Stock  included  in  its
registration   statement  under  Section  12  of  the  Securities
Exchange Act of  1934 relating to the Common Stock, including any
amendment or report  filed  for  the  purpose  of  updating  that
description.   All  documents  subsequently  filed by the Company
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,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing  such  documents.   Copies  of  all  documents  which  are
incorporated  by  reference  will be provided without  charge  to
anyone to whom this prospectus  is  delivered  upon  a written or
oral  request  to The Turner Corporation, 375 Hudson Street,  New
York, New York 10014,  Attention:  Sara  J. Gozo, Esq., telephone
number (212) 229-6000.

                       SELLING SECURITY HOLDERS

             This  Prospectus  relates  to  possible   sales   by
officers  and  directors of the Company of shares of Common Stock
purchased by them through the exercise of options granted to them
under the 1997 Non-Qualified  Stock  Option  Plan (the "Plan") of
the Company.  The names of those Selling Securities  Holders  are
not known by the Company at this time and will be provided by the
Company, along with the number of shares of Common Stock owned by
each  of  them  and  the  number  of  shares  to  be resold, in a
supplement  to  this  Prospectus  pursuant to General Instruction
C(3)  to Form S-8 and Rule 424(b) under  the  Securities  Act  of
1933.

                                2
METHOD OF SALE

             The Company anticipates that any sales of the shares
offered  by  this  Prospectus by Selling Security Holders will be
made to the public on  the  American  Stock  Exchange,  where the
Company's  Common Stock is listed, or in other markets where  the
Company's  Common   Stock   may   be  traded,  or  in  negotiated
transactions.  The Company anticipates  that  sales  will  be  at
prices current when  the  sales  take  place.   Sales may involve
payment  of  brokers'  commissions  by Selling Security  Holders.
There is no present plan of distribution.

                SEC POSITION REGARDING INDEMNIFICATION

             The  Company's  by-laws require  indemnification  of
officers  and  directors  to  the  fullest  extent  permitted  by
Delaware law.  This includes instances  in  which  they  acted in
good faith and in a manner they reasonably believed to be  in  or
not  opposed  to  the  best  interests  of  the Company and, with
respect to criminal proceedings, without reasonable  belief  that
their action was unlawful.

             Insofar  as  indemnification for liabilities arising
under the Securities Act of 1933 might be permitted to directors,
officers or persons controlling  the Company under the provisions
described  above,  the  Company has been  informed  that  in  the
opinion  of  the  Securities   and   Exchange   Commission   such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.

                                3
PART II

                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The   following   documents   are   incorporated  by
reference in this Registration Statement:

             (a) The Annual Report of the Company  on  Form  10-K
for the year ended December 31, 1996.

             (b) All  documents  filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities  Exchange  Act  of  1934
since December 31, 1996.

             (c)   The  description of the Company's Common Stock
included in its registration  statement  under  Section 12 of the
Securities  Exchange  Act  of 1934 relating to the Common  Stock,
including  any  amendment or report  filed  for  the  purpose  of
updating that description.

             All  documents  subsequently  filed  by  the Company
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,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing such documents.

Item 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

Item 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.

Item 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Section  145  of  the  General  Corporation  Law  of
Delaware gives Delaware corporations  broad  powers  to indemnify
their  present  and  former  directors and officers and those  of
affiliated corporations.  That  indemnification  is not exclusive
of  any other rights to which those indemnified may  be  entitled
under any by-laws, agreement, vote of stockholders or otherwise.

             Article  VIII  of  the  by-laws of the Company makes
mandatory  the  indemnification expressly  authorized  under  the
Delaware General  Corporation  Law.   The  applicable standard is
that  the  individual  acted in good faith and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with  respect  to  any  criminal  action  or
proceeding,  had  no  reasonable cause to believe his conduct was
unlawful.

                              II-1
The Company  has  purchased  insurance which insures
officers and directors of the Company against  loss  arising from
claims  by  reason of their legal liability for acts as  officers
and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

Item 8.      EXHIBITS.

                 The   following  documents  are  filed  with  or
incorporated by reference in this Registration Statement:

          5  Opinion Regarding Legality

          23 Consents of Experts and Counsel

               (i)  Rogers & Wells (counsel)

               (ii)  Arthur Andersen LLP (independent public accountants)

          25 Powers of Attorney-included on signature pages

Item 9.   UNDERTAKINGS.

          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  purpose  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.

             The undersigned registrant  hereby  undertakes that,
for  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 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.

                              II-2
Insofar  as indemnification for liabilities  arising
under the Securities Act  of  1933,  as amended, (the "1933 Act")
may be permitted to directors, officers  and  controlling persons
of  the  registrant  pursuant  to  the  foregoing provisions,  or
otherwise, the registrant has been advised that in the opinion of
the  Securities and Exchange Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933 Act and is,
therefore,   unenforceable.  In  the  event  that  a  claim   for
indemnification  against such liabilities (other than the payment
by the registrant  of  expenses  incurred  or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is  asserted  by  such
director,  officer  or  controlling person in connection with the
securities being registered,  the  registrant will, unless in the
opinion  of  its  counsel,  the  matter  has   been   settled  by
controlling   precedent,   submit   to  a  court  of  appropriate
jurisdiction the question of whether  or not such indemnification
by it is against public policy as expressed  in  the 1933 Act and
will be governed by the final adjudication of such issue.

                              II-3
SIGNATURES

             Pursuant  to the requirements of the Securities  Act
of 1933, the registrant  certifies that it has reasonable grounds
to believe that it meets all  of  the  requirements for filing on
Form S-8 and has duly caused this Registration  Statement  to  be
signed   on   its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York and State of New York on this
30 day of December 1997.

                                       THE TURNER CORPORATION

                                       By:   E.T.  GRAVETTE,  JR.
                                          -----------------------
                                           E.T. Gravette, Jr.
                                           Chairman of the Board,
                                           Chief Executive Officer
                                           and Director

                           POWER OF ATTORNEY

             Each  person  whose signature appears below appoints
each of E.T. Gravette, Jr.,  and  Sara  J.  Gozo  his  agent  and
attorney in fact, with full power of substitution, to execute for
him  and  in his name, in any and all capacities, all amendments,
including  post-effective   amendments,   to   the   Registration
Statement to which this power of attorney is attached.

             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.
NAME                                 TITLE                               DATE
E.T. GRAVETTE, JR.                      Chairman of the Board, Chief              December 30, 1997
-------------------------              Executive Officer and Director
E.T. Gravette, Jr.                     

D.G. SLEEMAN                            Senior Vice President; Chief              December 30, 1997
-------------------------               Financial Officer; Principal
D.G. Sleeman                                 Accounting Officer

H. BAUMANN-STEINER                                Director                        December 30, 1997
-------------------------
H. Baumann-Steiner

W.G. EHLERS                                       Director                        December 30, 1997
-------------------------
W.G. Ehlers

A.G. FIEGER                                       Director                        December 30, 1997
-------------------------
A.G. Fieger

L. LOMO                                           Director                        December 30, 1997
-------------------------
L. Lomo

C.H. MOORE, JR.                                   Director                        December 30, 1997
-------------------------
C.H. Moore, Jr.
S-1
NAME                                 TITLE                               DATE
H.J. PARMELEE                              President and Director                 December 30, 1997
-------------------------
H.J. Parmelee

P.K. STEINER                                      Director                        December 30, 1997
-------------------------
P.K. Steiner

G.A. WALKER                                       Director                        December 30, 1997
-------------------------
G.A. Walker

J.O. WHITNEY                                      Director                        December 30, 1997
-------------------------
J.O. Whitney
S-2
EXHIBIT INDEX
EXHIBIT NO.                       DESCRIPTION               PAGE NO.
5                  Opinion regarding legality
  23(i)               Consent of Rogers & Wells - included
                      in Exhibit 5
  23(ii)              Consent of Arthur Andersen LLP
  25                  Powers of Attorney - included on
                      signature page
[Rogers & Wells Letterhead]

                                           December 30, 1997

The Turner Corporation
375 Hudson Street
New York, New York 10014

Dear Sirs:

             We  have acted  as  counsel  to  The  Turner  Corporation  (the
"Company") in connection  with the proposed issuance by the Company of up to
500,000 shares (the "Shares") of Common Stock, par value $1.00 per share, of
the Company upon exercise of  options  granted under the Company's 1997 Non-
Qualified  Stock  Option  Plan (the "Plan"),  which  is  the  subject  of  a
registration statement on Form  S-8  under  the  Securities  Act of 1933, as
amended (the "Registration Statement").  In that capacity, we  are  familiar
with the proceedings, corporate and other, relating to the authorization  of
the issuance of the Shares.

             Based  on  the foregoing, and such other examination of law and
fact as we have deemed necessary,  we are of the opinion that when sold upon
exercise of options granted under the  Plan,  the  Shares  will  be  legally
issued, fully paid and non-assessable.

             We  consent to the filing of this opinion as an exhibit to  the
Registration Statement.

                                         Very truly yours,

                                         ROGERS & WELLS

                               S-4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As  independent   public   accountants,   we   hereby  consent  to  the
incorporation by reference in the Registration Statement  on Form S-8 of our
report dated February 26, 1997 included in The Turner Corporation's Form 10-
K  for the year ended December 31, 1996 and to all references  to  our  Firm
included in this Registration Statement.

                                       ARTHUR ANDERSEN LLP

New York, New York
December 30, 1997