UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended        Commission file number
          March 31, 2002                         000-29619

                          KIEWIT MATERIALS COMPANY
           (Exact name of registrant as specified in its charter)

       Delaware                                    47-0819021
(State of Incorporation)              (I.R.S. Employer Identification No.)

   Kiewit Plaza, Omaha Nebraska                        68131
(Address of principal executive offices)             (Zip Code)

                                   (402) 536-3661
               (Registrant's telephone number, including area code)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ]  No [  ]

      The number of shares outstanding of each of the registrant's classes of
common stock as of May 14, 2002:


          Title of Class                       Shares Outstanding
    Common Stock, $0.01 par value                   36,036,677

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                    KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

                              Table of Contents
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                        PART I - FINANCIAL INFORMATION
                        ------------------------------

Item 1.   Financial Statements.

       Consolidated Condensed Balance Sheets as of March 31, 2002 and
            December 31, 2001                                              1
       Consolidated Condensed Statements of Earnings for the three months
            ended March 31, 2002 and 2001                                  2
       Consolidated Condensed Statements of Cash Flows for the three months
            ended March 31, 2002 and 2001                                  3
       Notes to Consolidated Condensed Financial Statements                4

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations.                                     9

Item 3.     Quantitative and Qualitative Disclosure About Market Risk.    12


                         PART II - OTHER INFORMATION
                         ---------------------------

Item 6.    Exhibits and Reports on Form 8-K.                              13

Signatures                                                                14

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Item 1.  Financial Statements.

                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES
                    Consolidated Condensed Balance Sheets

                                               March 31,      December 31,
                                                 2002              2001
(in thousands, except share data)             (unaudited)
----------------------------------------------------------------------------

Assets

Current assets:
  Cash and cash equivalents                    $    95,937     $   117,218
  Receivables, less allowance of $1,174 and
   $1,083                                           57,252          51,534
  Inventories                                       15,210          13,829
  Deferred income taxes                              3,556           3,622
  Refundable income taxes                                -             435
  Other                                              6,539           5,265
                                              ------------      ----------
Total current assets                               178,494         191,903

Investment in limited partnership                   24,281               -
Property, plant and equipment, less
   accumulated depreciation and depletion
   of $130,985 and $126,942                        146,413         145,883
Goodwill, less accumulated amortization of
   $10,008 and $10,008                              57,476          57,476
Intangible, less accumulated amortization
   of $2,226 and $2,053 and other assets            19,587          20,387
                                              ------------      ----------
Total assets                                  $    426,251      $  415,649
                                              ============      ==========

Liabilities and Redeemable Common Stock

Current liabilities:
  Accounts payable                            $     38,176      $   37,101
  Current portion of long-term debt                  1,053           1,127
  Accrued payroll and payroll taxes                  7,826           8,770
  Accrued insurance costs                            5,752           6,103
  Income taxes payable                               3,306               -
  Other                                              6,174           4,449
                                              ------------      ----------
Total current liabilities                           62,287          57,550

Long-term debt, less current portion                 1,953           2,534
Convertible debentures                              15,743          15,762
Deferred income taxes                               17,298          16,495
Other liabilities                                      946           1,111
                                              ------------      ----------
Total liabilities                                   98,227          93,452
                                              ------------      ----------

Minority interest                                    1,262           1,233
                                              ------------      ----------

Preferred stock, par $.01; 10 million shares
   authorized, no shares issued                          -               -

Redeemable common stock ($316,464 and $317,622
   aggregate redemption value):
  Common stock, par $.01; 100 million shares
   authorized, 36,084,817  and 36,216,902
   issued and outstanding                              361             362
  Additional paid-in capital                       174,398         175,555
  Accumulated other comprehensive loss                (194)           (194)
  Retained earnings                                152,197         145,241
                                              ------------      ----------
Total redeemable common stock                      326,762         320,964
                                              ------------      ----------
Total liabilities and redeemable common stock $    426,251      $  415,649
                                              ============      ==========
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See accompanying notes to consolidated condensed financial statements.

                                      1
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                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

                Consolidated Condensed Statement of Earnings
                               (unaudited)

                                                        Three Months Ended
                                                             March 31,
                                                        -------------------
(in thousands)                                            2002        2001
----------------------------------------------------------------------------

Revenue                                                $  113,231   $113,069

Cost of revenue                                           (91,370)   (92,704)
Depreciation, depletion and amortization                   (5,442)    (5,760)
                                                       ----------   --------
Gross profit                                               16,419     14,605

General and administrative expenses                        (7,118)    (6,398)
Gain on sale of property, plant and equipment               2,727        560
                                                       ----------   --------
Operating earnings                                         12,028      8,767
                                                       ----------   --------

Other income (expense):
  Investment income                                           605      1,238
  Equity earnings (loss)                                     (719)         -
  Interest expense                                           (341)      (255)
  Other, net                                                   70          8
                                                       ----------   --------
Total other income (expense)                                 (385)       991
                                                       ----------   --------

Earnings before income taxes and minority interest         11,643      9,758

Minority interest in net earnings of subsidiaries             (30)       (23)

Provision for income taxes                                 (4,657)    (3,901)
                                                       ----------   --------
Net earnings                                           $    6,956   $  5,834
                                                       ==========   ========

Net earnings per share:
  Basic and diluted                                    $      .19   $    .16
                                                       ==========   ========

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See accompanying notes to consolidated condensed financial statements.

                                      2
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                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

                Consolidated Condensed Statements of Cash Flows
                               (unaudited)

                                                        Three Months Ended
                                                             March 31,
                                                        -------------------
(in thousands)                                            2002        2001
----------------------------------------------------------------------------

Cash flows from operations:
  Net cash provided by operations                       $   8,742   $ 15,544
                                                        ---------   --------

Cash flows from investing activities:
  Proceeds from sales of property, plant and equipment      3,476      1,390
  Capital expenditures                                     (2,531)    (6,685)
  Investments in land and mineral property and
    acquisitions                                           (4,017)         -
  Investment in limited partnership                       (25,000)         -
                                                        ---------   --------
   Net cash used in investing activities                  (28,072)    (5,295)
                                                        ---------   --------

Cash flows from financing activities:
  Payments on long-term debt                                 (731)      (147)
  Repurchases of common stock                              (1,220)    (1,190)
                                                        ---------   --------
Net cash used in financing activities                      (1,951)    (1,337)
                                                        ---------   --------

Net increase (decrease) in cash and cash equivalents      (21,281)     8,912

Cash and cash equivalents at beginning of period          117,218     68,468
                                                        ---------   --------

Cash and cash equivalents at end of period              $  95,937   $ 77,380
                                                        =========   ========

-----------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements.

                                      3
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                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    (in thousands, except per share data)

1.  Organization:

    Kiewit Materials Company ("KMC") includes the accounts of KMC and its
subsidiaries (collectively, the "Company").  KMC's subsidiaries represent
several affiliated operating entities under common ownership, each of which
is engaged in an aspect of the materials business.

2.  Basis of Presentation:

    The consolidated balance sheet of the Company at December 31, 2001 has
been condensed from the Company's audited balance sheet as of that date.  All
other financial statements contained herein are unaudited and, in the opinion
of management, contain all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of financial position and results
of operations for the periods presented.  The consolidated condensed
financial statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's Annual
Report on Form 10K filed with the Securities and Exchange Commission on March
27, 2002.

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ from those estimates.

    The results of operations for the three months ended March 31, 2002 are
not necessarily indicative of the results to be expected for the full year.

3.  Spin-off Agreements:

    On September 30, 2000, KMC became an independent company when Peter
Kiewit Sons', Inc. ("PKS") spun off its materials businesses in a tax-free
transaction (the "Spin-off").  In connection with the Spin-off, KMC and PKS
entered into various agreements including a Separation Agreement and a Tax
Sharing Agreement.

    The Separation Agreement provides for the allocation of certain risks and
responsibilities between KMC and PKS and for cross-indemnifications that are
intended to allocate financial responsibility to PKS for liabilities arising
out of the construction business and to allocate to KMC liabilities arising
out of the materials business.

    Under the Tax Sharing Agreement, with respect to periods, or portions
thereof, ending on or before the Spin-off, KMC and PKS generally will be
responsible for paying the taxes relating to such returns, including any
subsequent adjustments resulting from the redetermination of such tax
liabilities by the applicable taxing authorities, that are allocable to the
materials businesses and construction businesses, respectively.  The Tax
Sharing Agreement also provides that KMC and PKS will indemnify the other
from certain taxes and expenses that would be assessed if the Spin-off were
determined to be taxable, but solely to the extent that such determination
arose out of the breach by KMC or PKS, respectively, of certain
representations made to the Internal Revenue Service in connection with the
private letter ruling issued with respect to the Spin-off.


                                      4
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                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
                     (in thousands, except per share data)

4.  Earnings Per Share:

    Basic earnings per share have been computed using the weighted average
number of shares outstanding during each period.  Diluted earnings per share
gives effect to convertible debentures considered to be dilutive common stock
equivalents.  The potentially dilutive convertible debentures are calculated
in accordance with the "if converted" method.  This method assumes that the
after-tax interest expense associated with the debentures is an addition to
income and the debentures are converted into equity with the resulting common
shares being aggregated with the weighted average shares outstanding.

                                                        Three Months Ended
                                                             March 31,
                                                        --------------------
                                                          2002        2001
                                                        --------------------
Net earnings available to common stockholders           $   6,956   $  5,834
Interest expense, net of tax effect, associated with
   convertible debentures                                     165         91
                                                        ---------   --------
Net earnings for diluted shares                         $   7,121   $  5,925
                                                        =========   ========

Total number of weighted average shares outstanding
   used to compute basic earnings per share                36,137     36,357
Additional dilutive shares assuming conversion of
   convertible debentures                                   2,119      1,158
                                                        ---------   --------
Total number of shares used to compute diluted earnings
   per share                                               38,256     37,515
                                                        =========   ========
Net earnings
  Basic and diluted earnings per share                  $     .19   $    .16
                                                        =========   ========

5.  Inventories:

    Inventories consist of the following:

                                               March 31,        December 31,
                                                 2002              2001
                                               ---------        -----------
    Raw materials                              $  13,308        $  11,749
    Other                                          1,902            2,080
                                               ---------        ---------
    Total inventories                          $  15,210        $  13,829
                                               =========        =========

6.  Intangible and Other Assets:

    Intangible and other assets consist of the following:

                                               March 31,        December 31,
                                                 2002              2001
                                               ---------        ----------
    Intangibles:
      Mining Permit
        Carrying value                         $  15,448        $  15,448
        Accumulated amortization                  (1,264)          (1,124)
      Non-compete agreements
        Carrying value                             1,405            1,405
        Accumulated amortization                    (962)            (929)
    Land option                                    2,000            2,000
    Notes receivable                               2,432            2,400
    Other                                            528            1,187
                                               ---------       ----------
    Total intangible and other assets          $  19,587       $   20,387
                                               =========       ==========

                                      5
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                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
                     (in thousands, except per share data)

6.  Intangible and Other Assets: (continued)

    Amortization expense amounted to $173 and $821 as of March 31, 2002 and
March 31, 2001, respectively.  Amortization expense for 2002 and the
subsequent five years is as follows:

                        Mining Permit     Non-compete
                        -------------     -----------
              2002          562               130
              2003          562               100
              2004          562                40
              2005          562                33
              2006          562                20
              2007          562                19

7.  Comprehensive Income:

    Comprehensive income includes net earnings and unrealized gains (losses)
on securities and minimum pension liability adjustments.

    Comprehensive income for the three months ended March 31, 2002 and 2001
was as follows:

                                                  Three Months Ended
                                                       March 31,
                                                  ---------------------
                                                   2002          2001
                                                  ---------------------
    Net earnings                                  $   6,956    $  5,834
    Other comprehensive income (loss), before tax:
     Minimum pension liability adjustment              (323)          -
    Income tax expense related to items of other
      comprehensive income                              129           -
                                                  ---------   ---------
    Comprehensive income                          $   6,762   $   5,834
                                                  =========   =========
------------------------------------------------------------------


8.  Segment Reporting:

    The Company has four operating segments: Arizona Operations, Pacific
Northwest Operations, Northern California Operations and Quarries Operations,
which represent separately managed strategic business units that have
different marketing strategies.  Arizona Operations derives its revenue from
the sale of aggregates, ready-mix, asphalt and paving operations.  The
Pacific Northwest Operations and Northern California Operations derive their
revenues from the sale of aggregates, ready-mix and asphalt.  Quarries
Operations derives its revenue from the sale of aggregates.  Arizona and
Pacific Northwest Operations meet the requirements of quantitative thresholds
and are being disclosed as reportable operating segments.  Other Operations
includes the Northern California and Quarries Operations.  Corporate
depreciation, depletion and amortization and operating income (loss) includes
general corporate expenses and goodwill and intangible amortization related
to acquisitions, which collectively are not reported to the chief operating
decision maker by segment.  Corporate identifiable assets include corporate
cash and cash equivalents, home office facilities, investments in non-
materials related operations and deferred tax assets.

                                      6
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                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
                     (in thousands, except per share data)

8.  Segment Reporting:  (continued)

    The Company evaluates operating performance based on operating income,
which excludes the following items: general corporate expenses, goodwill and
intangible amortization related to acquisitions, interest income, interest
expense, results from non-materials related operations and income taxes.

    Due to geographic locations, no intersegment sales or transfers are made
between the segments.

                                 Pacific
Three months ended    Arizona    Northwest     Other
March 31, 2002       Operations  Operations  Operations  Corporate   Total
---------------------------------------------------------------------------
Aggregates           $ 13,980    $   4,768   $   5,919   $      -    $ 24,667
Hot-mix asphalt        14,815        1,379         554          -      16,748
Ready mix concrete     61,432        3,776       3,762          -      68,970
Other                   2,846            -           -          -       2,846
                     --------    ---------   ---------   --------    --------
Total revenues       $ 93,073    $   9,923   $  10,235   $      -    $113,231

Depreciation,
 depletion and
 amortization        $  2,731    $   1,342   $   1,109   $    260    $  5,442

Operating income
 (loss)              $ 12,203    $     271   $   1,359   $ (1,805)   $ 12,028

Identifiable assets  $127,595    $  49,450   $  70,384   $121,346    $368,775

Goodwill, net of
 accumulated
 amortization        $ 11,855    $  14,854   $  30,767   $      -    $ 57,476

Capital expenditures $    787    $       -   $   1,625   $    119    $  2,531

Three months ended
March 31, 2001
------------------
Aggregates           $ 14,176    $   4,383   $   6,219   $      -    $ 24,778
Hot-mix asphalt        15,365        1,624         307          -      17,296
Ready mix concrete     59,134        3,981       3,944         -       67,059
Other                   3,936            -           -          -       3,936
                     --------    ---------   ---------   --------    --------
Total revenues       $ 92,611    $   9,988   $  10,470   $      -    $113,069

Depreciation,
 depletion and
 amortization        $  2,547    $   1,317   $   1,038   $    858    $  5,760

Operating income
 (loss)              $  9,355    $     (12)  $   1,321   $ (1,897)   $  8,767

Identifiable assets  $125,905    $  50,975   $  62,442   $ 84,938    $324,260

Goodwill, net of
 accumulated
 amortization        $ 11,445    $  15,503   $  31,328   $      -    $ 58,276

Capital expenditures $  3,167    $   1,361   $   2,151   $      6    $  6,685

                                      7
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                  KIEWIT MATERIALS COMPANY AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
                     (in thousands, except per share data)

9.  Transitional Disclosure for Adoption of SFAS 142:

    On January 1, 2002, the Company adopted SFAS 142, and, accordingly,
discontinued goodwill amortization.  Results for the three months ended March
31 assuming the elimination of goodwill amortization are summarized below:

                                                  2002          2001
                                              ----------     ----------
Net earnings
  As reported                                 $    6,956     $    5,834
  Goodwill amortization (net of tax)                   -            389
                                              ----------     ----------
  As adjusted net earnings                    $    6,956     $    6,223
                                              ----------     ----------

Basic net earnings per share
  As reported                                 $      .19     $      .16
  Goodwill amortization (net of tax)                   -            .01
                                              ----------     ----------
  As adjusted                                 $      .19     $      .17
                                              ----------     ----------

Diluted net earnings per share
  As reported                                 $      .19     $      .16
  Goodwill amortization (net of tax)                   -            .01
                                              ----------     ----------
  As adjusted                                 $      .19     $      .17
                                              ----------     ----------

    The Company completed the first step of the two-step test for goodwill
impairment.  There was no indication of goodwill impairment.  Therefore, the
second test is not necessary and no impairment loss is required

10.  Other Matters:

    The Company is involved in various lawsuits and claims incidental to its
business.  Management believes that any resulting liability should not
materially affect the Company's financial position, future results of
operations or cash flows.

                                      8
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Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

         This document contains forward-looking statements and information
that are based on the beliefs of management as well as assumptions made by
and information currently available to the Company.  When used in this
document, the words "anticipate," "believe," "estimate," "expect" and
similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements.  Such statements reflect the
current views of the Company with respect to future events and are subject to
certain risks or uncertainties and assumptions.  Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this
document.

         The following discussion is based upon and should be read in
conjunction with the Company's Consolidated Condensed Financial Statements,
including the notes thereto, included elsewhere in this quarterly report on
Form 10-Q.

         Due to seasonal weather related conditions, earnings of any one
quarter should not be considered indicative of results to be expected for a
full year or any other interim period.

Results of Operations - First Quarter 2002 vs. First Quarter 2001

         The Consolidated Statements of Earnings summarizes the operating
performance of the Company for the two quarters ended March 31, 2002 and
2001.  To faciliate analysis, these results are discussed on an overall basis
and by reporting segment as explained in Footnote No. 8 of the Notes to
Consolidated Condensed Financial Statements.

         Revenue.  Overall sales for the first quarter of 2002 were $113
million.  This is unchanged from sales for the first quarter of 2001.
Pricing improvements averaging 4% across product lines and a 3% increase in
hot-mix asphalt sales volumes were offset by a 10% decline in shipments of
aggregate products.  Sales of ready mix products were approximately equal to
the first quarter of 2001.

         Gross Profit.  Gross profit increased approximately $2 million to
$16.4 million in the first quarter of 2002 as compared to $14.6 million in
2001.  Gross margin improvements for each segment combined to increase the
gross margin percentage from 12.9% to 14.5% in the first quarters of 2001 and
2002, respectively.   Approximately one third of this gross margin
improvement was from the elimination of goodwill amortization as required by
Financial Accounting Standards Board Statement of Financial Standards No.
142.

         General and Administrative Expenses.  General and administrative
expenses increased $0.7 million in the first quarter of 2002 when compared to
2001.  Increases in expenses occurred for corporate support and at each
segment.  Corporate expenses increased by $0.2 million largely due to higher
insurance and computer costs.

         Gain on Sale of Property, Plant, and Equipment.  Gains from the sale
of property, plant and equipment increased $2 million in the first quarter of
2002 when compared to the same period in 2001.  The increase resulted from a
gain recognized on the sale of depleted mineral property in Arizona in the
first quarter of 2002.

         Other Income and Expenses.  Other income decreased $1.4 million
resulting from lower investment income due to the general decline in interest
rates, a loss experienced by the limited partnership investment that is
accounted for using the equity method and greater interest expense from the
increased amount of convertible debenture debt outstanding.

         Provision for Income Taxes.  The income tax rate for the first
quarter of 2002 and 2001 was 40%.  The rate differs from the federal
statutory rate because of state income taxes and percentage depletion
deductions that are in excess of cost depletion.

                                      9
------------------------------------------------------------------

         Arizona Operations.  Revenue remained at $93 million for the two
periods.  The segment experienced a 19% decline in aggregate sales volumes
from weather related delays in certain areas of Arizona and the completion in
2001 of several projects that were large purchasers of company aggregates.
The decline in aggregate sales was offset by higher average selling prices
for aggregates, ready mix concrete, and hot-mix asphalt products.  Combined,
these price increases averaged 3% of sales revenue.  Sales volumes for ready
mix concrete products were essentially unchanged when comparing the two
quarters.  Hot-mix asphalt volumes declined approximately 2% between the two
periods.  Gross profit margins increased slightly between the two quarters as
a result of higher selling prices.  The segment also benefited from the sale
of depleted mineral property generating a $2 million gain.  General and
administrative expenses for this segment increased $0.3 million primarily
from higher legal and professional service costs.

         Pacific Northwest Operations.   Revenue equaled $10 million for the
two quarters.  Sales volumes for aggregates rose 22% in 2002 from the low
volume of shipments experienced in the first quarter of 2001.  Offsetting
this increase was a 12% decline in hot-mix asphalt sales volumes and a price
decrease for products that averaged 7% of sales revenue.  Gross profit
margins increased principally from the 22% increase in aggregate unit sales.
General and administrative expenses for this segment increased slightly as a
result of costs relating to a purchasing program.

         Other Operations. Revenue remained at $10 million for each period.
Price increases averaging 4% across product lines compensated for a 7% unit
volume decline in aggregate sales.  The majority of this unit volume decrease
was attributable to the timing requirements of the primary customer at a
quarry.  Gross profit margins benefited from the higher selling prices in
2002.  General and administrative expenses increased due to costs related to
computer systems installed since the first quarter of 2001 that were
necessary to support an expanded service area.


Liquidity and Financial Condition - March 31, 2002
--------------------------------------------------

         Cash and cash equivalents decreased $21 million to $96 million at
March 31, 2002 from $117 million at December 31, 2001.  The decrease reflects
cash provided from operations of $9 million less cash used in investing
activities of $28 million and $2 million used in financing activities.

         Net cash provided by operations for the first three months of 2002
of $9 million represented a $7 million decrease from the same period in 2001.
The decrease was mainly due to changes in working capital balances which were
partially offset by a $1 million increase in net income.

         Net cash used in investing activities in the first three months of
2002 increased $23 million as compared to the first three months of 2001.
The increase was mainly due to an investment in a limited partnership for $25
million.  This investment was partially offset by an increase of $2 million
in proceeds from sales of property, plant and equipment as the Company
disposed of fully depleted assets.

         Net cash used in financing activities increased $.6 million in 2002
as compared to the first quarter of 2001.  Payments on long-term debt
constituted the reason for the increase in cash used.

         The Company believes that its current cash position together with
anticipated cash flows from operations will be sufficient for the working
capital and equipment replacement requirements of the Company for the next
twelve months.  The Company does not have any established credit facilities.
At March 31, 2002, the Company had $19 million of notes payable and
convertible debentures payable.  Further, the Company does not currently
intend to pay any cash dividends.

         The Company is continuously engaged in evaluating strategies to
enhance shareholder value.  The Company's business plan to grow through
acquisitions will require capital that is in addition to ongoing operational
requirements.  While historically the Company has received contributions from
PKS to fund a portion of acquisitions, the Company believes that cash on

                                      10
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hand, cash generated by operations, and the ability to borrow funds will
allow the Company to make investments in connection with future acquisitions.
Ultimate growth strategy capital requirements will largely depend on the
number of acquisition candidates, the cost of the acquisitions, and the level
of success the Company has in completing these transactions.  Should the
Company be unable to obtain any necessary funds from borrowings on terms
deemed appropriate, the Company would be limited in its ability to fully
execute its growth strategy.  While the Company believes its growth strategy
to be important in enhancing shareholder value, the Company does not believe
that the inability to fully pursue it would have a material adverse impact on
current operations, financial condition or liquidity.

Critical Accounting Policies
----------------------------

         The Company has prepared its financial statements in conformity with
accounting principles generally accepted in the United States, and these
statements necessarily include some amounts that are based on informed
judgments and estimates of management.  The Company's critical accounting
policies are subject to judgments and uncertainties, which affect the
application of such policies.  As discussed below the Company's financial
position or results of operations may be materially different when reported
under different conditions or when using different assumptions in the
application of such policies.  In the event estimates or assumptions prove to
be different from actual amounts, adjustments are made in subsequent periods
to reflect more current information.  The Company's critical accounting
policies include:

         Impairment of long-lived assets and intangibles.  The Company
reviews the carrying values of its long-lived assets, including goodwill and
identifiable intangibles, whenever events or changes in circumstances
indicate that such carrying values may not be recoverable.  Unforeseen events
and changes in circumstances and market conditions and material differences
in the value of intangible assets due to changes in estimates of future cash
flows could negatively affect the fair value of the Company's assets and
result in an impairment charge.

         Accrued insurance cost.  The Company maintains insurance coverage
for various aspects of its business and operations.  The Company has elected,
however, to retain a portion of losses that occur through the use of various
deductibles, limits and retentions under its insurance programs.  The Company
accrues for the estimated ultimate liability for incurred losses.
Consequently, the actual ultimate liability could differ from these estimated
liabilities.

         Purchase accounting.  The Company accounts for its acquisitions
under the purchase method of accounting and accordingly, the acquired assets
and liabilities assumed are recorded at their respective fair values.  The
recorded values of assets and liabilities are based on third-party estimates
and valuations when available.  The remaining values are based on
management's judgments and estimates, and accordingly, the Company's
financial position or results of operations may be affected by changes in
estimates and judgments.

         Revenue recognition.  Revenue is recognized when the earnings
process is complete, as evidenced by an agreement between the customer and
the Company, when delivery has occurred or services have been rendered, when
the fee is fixed or determinable and when collection is probable.  The
recognition of revenue in conformity with accounting principles generally
accepted in the United States requires the Company to make estimates and
assumptions that affect the reported amounts of revenue.

New Accounting Pronouncement

         In July 2001, the FASB issued SFAS No. 141 ("SFAS 141"), "Business
Combinations," and SFAS No. 142 ("SFAS 142"), "Goodwill and Other
Intangible Assets."

         SFAS 141 supercedes Accounting Principles Board Opinion ("APB") No.
16 "Business Combinations."  The most significant changes made by SFAS 141
are:  (1) requiring that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001, (2) establishing
specific criteria for the recognition of intangible assets separately from
goodwill, and (3) requiring unallocated negative goodwill to be written off
immediately as an extraordinary gain (instead of being deferred and

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amortized).  Adoption of this statement did not materially affect the
Company's consolidated financial position or results of operations.

         SFAS 142 supercedes APB 17, "Intangible Assets."  SFAS 142
primarily addresses the accounting for goodwill and intangible assets
subsequent to their acquisition (i.e., the post-acquisition accounting).  The
provisions of SFAS 142 are effective for fiscal years beginning after
December 15, 2001.  The most significant changes made by SFAS 142 are:  (1)
goodwill and indefinite-lived intangible assets will no longer be amortized,
(2) goodwill will be tested for impairment at least annually at the reporting
unit level, (3) intangible assets deemed to have an indefinite life will be
tested for impairment at least annually, and (4) the amortization period of
intangible assets with finite lives will no longer be limited to forty years.

         On January 1, 2002, the Company adopted SFAS 142, and, accordingly,
discontinued goodwill amortization.  Results for the three months ended March
31 assuming the elimination of goodwill amortization are summarized in
Footnote 9 in the Notes to Consolidated Condensed Financial Statements.

         During June 2001, the FASB issued SFAS No. 143 (SFAS 143),
Accounting for Asset Retirement Obligations.  This Statement addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs.  SFAS 143 requires an enterprise to record the fair value of an asset
retirement obligation as a liability in the period in which it incurs a legal
obligation associated with the retirement of a tangible long-lived asset.
SFAS 143 is effective for fiscal years beginning after June 15, 2002.  In
several of the states in which the Company operates, a reclamation obligation
is not required by the governing bodies, therefore, the Company
does not anticipate the adoption of this statement to have a material effect
on the Company's consolidated financial position or results of operations.

         On October 3, 2001, the FASB issued SFAS No. 144 (SFAS 144),
Accounting for the Impairment or Disposal of Long-Lived Assets, which
addresses financial accounting and reporting for the impairment or disposal
of long-lived assets.  While SFAS 144 supersedes SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of, it retains many of the fundamental provisions of that Statement.  SFAS
144 is effective for fiscal years beginning after December 31, 2001.
Adoption of this statement did not materially affect the Company's
consolidated financial position or results of operations.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk.

         Other than discussed below, the Company does not believe it is
subject to significant market risks arising from interest rates, foreign
exchange rates or equity price fluctuations associated with market risk
sensitive instruments.

         The Company may be subject to market risks arising from interest
rate fluctuations if the Company borrows funds to make investments in future
acquisitions.

         In addition, the Company became a limited partner in a private
investment fund limited partnership (the "Partnership") on February 1, 2002.
The investment objective of the Partnership is to generate current income and
capital appreciation while minimizing the potential for loss of principal.
The Partnership may use a variety of investment strategies with the principal
one being merger arbitrage.  In general, a merger arbitrage strategy involves
purchasing the stock of a company being acquired or merged with another
company and selling short the stock of the acquiring company.  A particular
merger arbitrage transaction will either derive a profit or a loss depending
on the price differential between the price of the securities when purchased
and the price ultimately realized when the transaction is completed.  The
primary risk is that a loss could result if the transaction is not completed.
The Partnership invests in a diversified portfolio of these types of
transactions to minimize risk of loss.

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                         PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

         a) Exhibits required by Item 601 of Regulation S-K.

            None.

         b) No reports on Form 8-K have been filed during the first quarter
            of 2002.

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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      KIEWIT MATERIALS COMPANY

Date:  May 14, 2002
                                      /s/ Donald E. Bowman
                                      --------------------------------
                                      Donald E. Bowman
                                      Vice President, Chief Financial Officer

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