RESTATED CERTIFICATE OF INCORPORATION
                                  OF
                        PETER KIEWIT SONS', INC.

     Peter Kiewit Sons', Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as
follows:

     1.  The name of the Corporation is Peter Kiewit Sons', Inc.
The Corporation was originally incorporated under the name PKS
Holdings, Inc.

     2.  The original Certificate of Incorporation of the
Corporation was filed in the office of the Secretary of State of
Delaware on August 4, 1997.

     3.  This Restated Certificate of Incorporation, which was duly
adopted pursuant to Section 245 of the Delaware General Corporation
Law, restates and integrates, but does not further amend the
provisions of the Corporation's Certificate of Incorporation as
theretofore amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated
Certificate of Incorporation.

     4.  The text of the Corporation's Certificate of Incorporation
is hereby restated to read in its entirety as follows:

                            ARTICLE FIRST

                                 NAME

     The name of the Corporation (which is hereinafter referred to
as the "Corporation") is: Peter Kiewit Sons', Inc.

                             ARTICLE SECOND

                    DELAWARE OFFICE AND REGISTERED AGENT

     The registered office of the Corporation in the State of
Delaware is to be located at 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent
therein is The Corporation Trust Company, and the address of said
registered agent is 1209 Orange Street in said City, County and
State.

                              ARTICLE THIRD

                                 PURPOSES

     The nature of the business or purposes to be conducted or
promoted is:

     To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                               ARTICLE FOURTH

                                CAPITAL STOCK

     The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 125,250,000 shares; of
which 250,000 shares shall be Preferred Stock, with no par value
per share and of which 125,000,000 shares shall be Common Stock,
with a par value of $0.01 per share (the "Common Stock").

     A description of the different classes of stock and a
statement of the designations, powers, preferences, rights,
qualifications, limitations and restrictions of each of said
classes of stock are as follows:

                                    I.

                              PREFERRED STOCK

     Subject to the limitations prescribed by Delaware law and this
Certificate of Incorporation, the Board of Directors of the
Corporation is authorized to issue the Preferred Stock from time to
time in one or more series, each of such series to have such
powers, designations, preferences and relative, participating,
optional or other rights, and such qualifications, limitations or
restrictions thereof, as shall be determined by the Board of
Directors in a resolution or resolutions providing for the issuance
of such Preferred Stock; provided, however, that no series of the
Preferred Stock shall have any voting rights or be convertible into
shares of stock having any voting rights.

                                     II.

                                 COMMON STOCK

     (A)  Dividends. After any dividend has been declared and set
aside for payment or paid on any series of Preferred Stock having a
preference over the Common Stock with respect to the payment of
dividends, the holders of the Common Stock shall be entitled to
receive out of the funds legally available therefor, cash or non-
cash dividends payable when, as and if declared by the Board of
Directors. The payment of dividends on the Common Stock shall be at
the sole discretion of the Board of Directors.

     (B)  Liquidation. Upon the liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or
involuntary, after there shall have been paid or set apart for the
holders of any series of Preferred Stock having a preference over
the Common Stock with respect to distributions upon liquidation the
full amount to which they are entitled, the remaining assets
available for distribution to the Corporation's stockholders shall
be distributed to the Common stockholders pro rata on the basis of
the numbers of Common shares held by such stockholders.

                                   III.

               VOTING RIGHTS AND CHANGES IN CAPITAL STRUCTURE

     (A)  Voting Rights. Except as may otherwise be provided by
statute, the holders of the Common Stock shall exclusively possess
voting power for the election of directors and for other purposes,
the holders of record of each share being entitled to one vote for
each share, and the holders of the Preferred Stock shall have no
voting rights nor shall they be entitled to notice of meetings of
stockholders.

     (B)  Changes in Capital Structure. The Corporation reserves
the right to create new classes of stock, to eliminate classes of
stock, to increase or decrease the amount of authorized stock of
any class or classes, and to otherwise change the powers,
designations, preferences and relative, participating, optional or
other rights, and the qualifications, limitations or restrictions
of any class or classes of stock by the affirmative vote of the
holders of four-fifths of the Common Stock issued and outstanding.

                              ARTICLE FIFTH

                           DIRECTORS AND OFFICERS

     (A)(1)  Number, Quorum, Required Votes. The number of
directors of the Corporation which shall constitute the whole Board
of Directors shall at all times be not less than ten (10) nor more
than fifteen (15). Subject to such minimum and maximum limitations,
the number of directors shall be fixed by, or in the manner
provided in, the by-laws. A majority of the whole Board of
Directors shall constitute a quorum for the transaction of
business. Unless this Certificate of Incorporation shall
specifically require a vote of a greater number, the affirmative
vote of a majority of the whole Board of Directors shall be
required to constitute the act of the Board of Directors.

          (2)  Qualifications of Directors.

               (a)  No more than three (3) directors may be non-
inside directors, and the balance must be inside directors, as
defined in this subparagraph (A)(2).

               (b)  An "inside director" is a director who is
either a current inside director or a former inside director, as
each of such terms is defined in this subparagraph (A)(2).

               (c)  A "current inside director" is a director who
(i) is a current Common stockholder of the Corporation; (ii) is
currently an officer of either (A) the Corporation or (B) a
Subsidiary which is engaged primarily in the construction, mining
or materials businesses; and (iii) was continuously employed by the
Corporation, its predecessor, former parent corporation or such a
Subsidiary for at least six (6) years before becoming a director.

                (d)  If a current inside director ceases to be a
current inside director, such director may continue to serve as a
director so long as there is a sufficient number of other inside
directors so that the limitation on non-inside directors required
by subparagraph (A)(2)(a) is satisfied. However, if as a result of
the change in such director's status such non-inside director
limitation would be exceeded, then such director shall
automatically be deemed to have resigned as and shall cease to be a
director. The remaining directors shall thereupon act promptly to
fill the vacancy created by such resignation. Such a vacancy may be
filled with a former inside director, as defined in subparagraph
(A)(2)(e) below. If the director whose resignation created such
vacancy qualifies as a former inside director pursuant to
subparagraph (A)(2)(e), such director may be appointed to fill such
vacancy.

               (e)  A "former inside director" is a person who: (i)
was at one time a current inside director; (ii) served as an inside
director for at least eight (8) years; and (iii) is declared to be
a former inside director by a majority vote of the directors
holding office at the time of such declaration.

           (3)  Nomination Procedures. The incumbent directors
shall nominate a slate of directors for election at each annual
meeting of the stockholders of the Corporation. In nominating such
election slates, the directors shall give due consideration to
selecting nominees from each of the principal business segments
represented by the activities of the Corporation and its
Subsidiaries.

     (B)  Cumulative Voting. At any election for directors every
holder of Common Stock entitled to vote at such election shall have
the right to vote, in person or by proxy, the number of shares
owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote, or to
cumulate his votes by giving one candidate as many votes as the
number of such directors multiplied by the number of his shares
shall equal, or by distributing such votes on the same principle
among any number of such candidates.

     (C)  Officers. The Corporation shall have such officers as the
by-laws may provide, except, however, that the Corporation shall
have an officer or officers who shall be empowered to sign
instruments and stock certificates of the Corporation and shall
have an officer who shall have the duty to record the proceedings
of stockholders' meetings and meetings of the Board of Directors.
Officers shall be chosen in such manner and shall hold their
offices for such terms as the by-laws may prescribe or as shall be
determined by the Board of Directors.

                             ARTICLE SIXTH

                 POWERS OF THE CORPORATION AND OF THE
                     DIRECTORS AND STOCKHOLDERS

     The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation,
and in further creation, definition, limitation and regulation of
the powers of the Corporation, its directors and stockholders:

     (A)  Indemnification.

          (1)  Fullest Extent Permitted by Law. The Corporation
shall indemnify each person who is or was a director, officer or
Employee of the Corporation (including the heirs, executors,
administrators or estate of such person) or is or was serving at
the request of the Corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or other
enterprise to the fullest extent permitted under subsections
145(a), (b), (c) and (e) of the Delaware General Corporation Law or
any successor statute.

          (2)  Non-Exclusivity of Rights. The indemnification
provided by this paragraph (A) of ARTICLE SIXTH shall not be deemed
exclusive of any other rights to which any of those seeking
indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, Employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

          (3)  Repeal or Modification. Any repeal or modification
of paragraph (A) of this ARTICLE SIXTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a
director, officer or Employee of the Corporation existing at the
time of such repeal or modification.

     (B)  Powers of Board. In furtherance and not in limitation of
the powers conferred by statute, the Board of Directors is
expressly authorized:

          (1)  By-Laws. To make, alter and repeal the by-laws of
the Corporation by affirmative vote of two-thirds of the whole
Board of Directors;

          (2)  Mortgages, Liens, and Pledges. To authorize and
cause to be executed mortgages and liens on the real and personal
property and pledges of personal property of the Corporation
without the assent or vote of the stockholders;

          (3)  Payments. In its discretion to pay for any property
or rights acquired by the Corporation, either wholly or partly in
money, stock, bonds, debentures or other securities of the
Corporation;

          (4)  Determination of Amount Constituting Capital. To fix
and determine from time to time what part of the consideration
received by the Corporation on any issue of stock without par value
shall constitute capital;

          (5)  Bonds, Debentures, and Other Obligations. Without
the assent or vote of the stockholders, to issue bonds, debentures,
or other obligations of the Corporation from time to time, without
limit as to amount, for any of the objects or purposes of the
Corporation and if desired, to secure the same or any part thereof
by mortgage, pledge, deed of trust or otherwise on any part or all
of its property and to cause the Corporation to guarantee bonds,
debentures, notes, indebtedness or other obligations of persons,
firms and/or other corporations;

          (6)  Convertible Obligations. To create and issue
obligations of the Corporation that shall confer upon the holders
or owners thereof the right to convert the same into shares of
stock of the Corporation, and to fix the rate at which such
obligations may be so converted and the period or periods of time
during which any such right of conversion shall exist, and any
shares of stock issued upon the conversion of any such obligations
shall be conclusively deemed to be fully paid stock and not liable
to any further call or assessment, and the holder thereof shall not
be liable for any further payment in respect thereof;

          (7)  Performance-Based Obligations. To create and issue
obligations of the Corporation that shall confer upon the holders
or owners thereof the right to receive interests based in whole or
in part upon the financial performance of the Corporation or any
part, division or subsidiary thereof, and to fix the term,
conditions for sale and repurchase, applicable performance
standards, interest rate and such other conditions, rights and
restrictions for such obligations as it shall determine;

          (8)  Inspections by Stockholders. To determine from time
to time whether and to what extent and at what times and places and
under what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to inspection of the
stockholders; and no stockholder shall have any right to inspect
any account or book or document of the Corporation, except as
expressly conferred by the laws of the State of Delaware, unless
and until authorized so to do by resolution of the Board of
Directors, or by resolution of the Common stockholders;

          (9)  Committees. By resolution or resolutions, passed by
an affirmative vote of two-thirds of the whole Board of Directors,
to designate one or more committees, each committee to consist of
two or more of the directors of the Corporation, which, to the
extent provided in said resolution or resolutions, or in the by-
laws of the Corporation, shall, to the extent permitted by Delaware
Corporation Law, have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation, except the powers to amend the by-laws, to declare
dividends and to act contrary to any action previously undertaken
by the Board of Directors, and may have power to authorize the seal
of the Corporation to be affixed to all papers which may require
it, said committee or committees to have such name or names as may
be stated in the by-laws of the Corporation or as may be determined
from time to time by resolution adopted by the Board of Directors;
and

        (10)  Additional Powers. The Corporation may in its by-laws
confer powers upon its Board of Directors in addition to the
foregoing and in addition to the powers and authorities expressly
conferred upon it by statute.

     (C)  Limitations on Powers of Board. In limitation of those
powers conferred by statute regarding the matters described in this
paragraph (C), the Board of Directors is authorized to act as
follows:

          (1)  Substantial Acquisitions. To acquire for the
Corporation any property, rights or privileges at such price and
for such consideration and generally upon such terms and conditions
as it thinks fit; provided, however, an affirmative vote of two-
thirds of the whole Board of Directors shall be required for the
Corporation to make a substantial acquisition not in the primary,
ordinary and regular course of its business activities; and
provided further that for the purposes of this subparagraph (1)
"substantial acquisition" shall mean an acquisition (or a series of
acquisitions which, in light of the period of time over which they
are effected and the intentions of the Board of Directors in making
them, should be characterized for the purposes of this subparagraph
(1) as a single acquisition) with a price (excluding the amount of
any assumed obligation and any amount paid out of the proceeds of a
loan under the terms of either of which the lender has recourse
only against the asset or assets being acquired) in excess of ten
(10%) percent of the total stockholders' equity of the Corporation,
determined on a consolidated basis as of the fiscal year end
immediately preceding such acquisition;

          (2)  Substantial Dispositions. To dispose of for the
Corporation any property, rights or privileges at such price and
for such consideration and generally upon such terms and conditions
as it thinks fit; provided, however, an affirmative vote of two-
thirds of the whole Board of Directors shall be required for the
Corporation to make a substantial disposition not in the primary,
ordinary and regular course of its business activities; and
provided that for the purpose of this subparagraph (2) "substantial
disposition" shall mean a disposition (or a series of dispositions
which, in light of the period of time over which they are effected
and the intentions of the Board of Directors in making them, should
be characterized for the purposes of this subparagraph (2) as a
single disposition) with a price in excess of ten (10%) percent of
the total stockholders' equity of the Corporation, determined on a
consolidated basis as of the fiscal year end immediately preceding
such disposition; provided further, however, such sale or
disposition shall not constitute a sale or disposition of all or
substantially all of the Corporation's property and assets, the
approval for which is hereinafter provided;

          (3)  Sale of All or Substantially All Assets. To sell,
lease or exchange all or substantially all of the Corporation's
property and assets, including its goodwill and its corporate
franchises, upon such terms and conditions and for such
considerations, which may be in whole or in part shares of stock
in, and/or other securities of, any other corporation or
corporations, as said Board of Directors shall deem expedient and
in the best interests of the Corporation, only when and as
authorized by the affirmative vote of the holders of four-fifths of
the Common Stock issued and outstanding;

          (4)  Offers of Common Stock to Non-Employees. To offer to
sell the Common Stock of the Corporation to persons other than
Employees of the Corporation, in any manner, including but not
limited to a "public offering" within the meaning of the United
States Securities Act of 1933, as it may be amended from time to
time, only when and as authorized by the affirmative vote of the
holders of four-fifths of the Common Stock issued and outstanding;

          (5)  Change In Stock Price Formula. To change the formula
for determining the Formula Value or the Common Share Price, only
when and as authorized by the affirmative vote of the holders of
four-fifths of the Common Stock issued and outstanding;

          (6)  Mergers and Consolidations. To merge or consolidate
the Corporation with a corporation other than a Subsidiary, only
when and as authorized by the affirmative vote of the holders of
four-fifths of the Common Stock issued and outstanding; and

          (7)  Dissolution. To dissolve the Corporation, only when
and as authorized by the affirmative vote of the holders of four-
fifths of the Common Stock issued and outstanding.

     (D)  Stock Ownership and Transfer Restrictions. The following
restrictions on the ownership and transfer of the Common Stock of
the Corporation are hereby imposed:

          (1)  Ownership Restrictions. All shares of Common Stock
sold by the Corporation shall be subject to a repurchase agreement,
the terms of which shall be determined by the Board of Directors.
With the prior approval of the Board of Directors and subject to
paragraph (D)(3), Employees, fiduciaries for the benefit of the
Employee's spouse and/or children, corporations one hundred (100%)
percent owned by Employees or Employees and their spouse and/or
children, and fiduciaries for the benefit of such corporations,
charities and fiduciaries for charities designated by any such
persons shall be eligible to own Common Stock of the Corporation.

          (2)  Transfers to Charitable Organizations. The holders
of the Common Stock may transfer such stock to tax-exempt
charitable organizations approved as such by the Internal Revenue
Service; provided, that any such transfer shall be subject to a
repurchase agreement which provides, in part, that said charitable
owners shall agree not to transfer, assign, pledge, hypothecate, or
otherwise dispose of such stock except in a sale to the
Corporation, and said charitable owners shall at any time upon five
(5) days' written notice and demand by the Corporation sell such
stock to the Corporation. The Corporation shall be obligated to
accept any offer made by the charitable owners to sell such stock
to the Corporation. The purchase price for the Common Stock shall
be the Common Share Price. Payment of the purchase price shall be
made by the Corporation within sixty (60) days of its acquiring of
any such stock, without interest.

          (3)  Transfer Restrictions On Common Stock.

               (a)  Sales to Corporation. The holders of Common
Stock shall not sell, transfer, assign, pledge, hypothecate or
otherwise dispose of such stock except in a sale to the Corporation
or in a transfer to an authorized transferee approved by the Board
of Directors pursuant to subparagraph (D)(1) above or a transfer in
accordance with subparagraph (D)(2) above. Holders of Common Stock
may, at any time on or prior to the 15th day of any calendar month,
offer to sell part or all of their Common Stock to the Corporation
by delivering the certificate or certificates representing such
stock to the Corporation along with a written notice offering such
stock to the Corporation. Such offer must be accepted by the
Corporation, and payment shall be made for such stock within sixty
(60) days after the receipt of such stock and such written notice
by the Corporation, without interest. The rights of redemption
provided for in this subparagraph (D)(3)(a), and each other right
of redemption of Common Stock provided for in this Certificate of
Incorporation, shall be subject to the requirement that no shares
of any class shall be redeemed, either at the option of the holder
thereof or of the Corporation, unless after giving effect to such
redemption there remain outstanding at least 1,000 shares of stock
of the Corporation having full voting power.

               (b)  Termination. Upon the termination of the
employment of any Employee with the Corporation for any reason
other than death, the Employee or his authorized transferee shall
sell and deliver the Common Stock held by such Employee or his
authorized transferee to the Corporation within ten (10) days after
the date of a written notice from the Corporation to sell and
deliver such stock (a "Repurchase Notice"). The Corporation shall
give such Repurchase Notice within the period commencing on the day
of termination and ending on the 90th day after such termination.
Payment for such stock shall be made within sixty (60) days after
the date of such Repurchase Notice, without interest.

               (c)  Death. Upon the death of any Employee, the
estate, successor or personal representative of such Employee or
the authorized transferee of such Employee shall sell and deliver
the Common Stock previously held by such Employee or held by his
authorized transferee to the Corporation within ten (10) days after
the date of a written notice from the Corporation to sell and
deliver such stock. The Corporation shall give the notice to sell
and deliver within the period commencing on the day of death of
such Employee and ending on the 180th day after said death. Payment
for such stock shall be made within sixty (60) days after the date
of said notice, without interest. Upon the death of an Employee
holding stock of the Corporation on the day of his death, the
Employee's estate, successor or personal representative and any
authorized transferee of such deceased Employee shall have the
option to defer the purchase by the Corporation of its Common Stock
to a date or dates later than that provided for in this
subparagraph (D)(3) but prior to the January 10th next succeeding
the fiscal year during which the Employee's death occurred.

               (d)  Ownership of Excessive Amount. Upon a
determination by the Board of Directors that the amount of Common
Stock held by an Employee and/or his authorized transferee is
excessive in view of the Corporation's policy that the level of an
Employee's stock ownership should reflect certain factors,
including but not limited to (i) the relative contribution of that
Employee to the economic performance of the Corporation, (ii) the
effort being put forth by such Employee, and/or (iii) the level of
responsibility of such Employee, the Corporation shall have the
option to purchase from such Employee and/or his authorized
transferee an amount of Common Stock sufficient to decrease the
amount of such stock owned by such Employee or his authorized
transferee to an amount that the Board of Directors, in its sole
discretion, believes is appropriate. In the event that the
Corporation elects to exercise this option, it shall give the
Employee and/or his authorized transferee written notice to that
effect and the Employee and/or his authorized transferee shall sell
and deliver the amount of stock specified in such notice to the
Corporation within ten (10) days after the date of the notice, with
payment to be made for such stock within sixty (60) days after the
date of said notice, without interest.

               (e)  Pledges. Notwithstanding anything contained in
this subparagraph (D)(3) to the contrary, an Employee may pledge
Common Stock for loans in connection with the ownership of the
Corporation's stock.

               (f)  Authorized Transferee. For purposes of this
subparagraph (D)(3), the term "authorized transferee" shall mean
any stockholder permitted to own stock of the Corporation pursuant
to paragraph (D)(1) above.

               (g)  Failures to Meet Time Limits. No failure by the
Corporation, a stockholder, an authorized transferee, or the
estate, successor, or personal representative of a stockholder to
take any action within any time period prescribed by this
subparagraph (D)(3) shall render the Common Stock of the
Corporation transferable other than in conformance with the
provisions of this subparagraph (D)(3) or preclude the Corporation
from exercising its right to purchase any such stock.

          (4)  Stock Price. The Corporation shall purchase or sell
any share of Common Stock for a price equal to the Common Share
Price. The consideration paid for such Common Stock shall be in
cash or such other form as mutually agreed upon by the Corporation
and the Common stockholder.

          (5)  Limitations On Amount of Ownership. No more than ten
(10%) percent of the shares of the Common Stock issued and
outstanding shall at any time be owned of record, or voted, by or
for the account of any one Employee as hereinbefore described. For
purposes of calculation of said ten (10%) percent limitations
Common Stock of the Corporation owned by an Employee's spouse,
children, grandchildren, parents, grandparents and spouses of such
persons (collectively, an Employee's "family members"), fiduciaries
for the benefit of an Employee or his family members, fiduciaries
for charities designated by an Employee or his family members, and
any entity which an Employee or his family members have created or
control, directly or indirectly, or in which an Employee or his
family members have a beneficial or reversionary interest, shall be
counted as being owned by the Employee. All calculations regarding
the ten (10%) percent limitation (including both the numerator and
denominator of the calculations) shall be on a fully diluted basis
(i.e., all stock that in the future will be issued upon the
conversion of any then-issued and outstanding Convertible
Debentures of the Corporation shall be included in the
calculations). The ten (10%) percent limitations shall be
calculated as of the 1st day of January of each year, and any
stockholder who owns more Common Stock than the ten (10%) percent
limitation permits shall be so notified by the Corporation and
shall, at the stockholder's option, be permitted to hold the excess
stock until the next succeeding January 1, and on or before said
January 1, the stockholder shall take the action described in
subparagraph (D)(6) below.

          (6)  Sales of Excess Stock. In the event that any
stockholder through his own action or the action of others becomes
an owner of more than ten (10%) percent, as defined in subparagraph
(D)(5) above, of the Common Stock, he shall offer to the
Corporation, and the Corporation shall purchase within sixty (60)
days of such offer, at the price defined in subparagraph (D)(4)
above, such amount of his stock that is in excess of said ten (10%)
percent limitation. In the event that a stockholder shall fail to
offer such stock to the Corporation within the period described in
subparagraph (D)(5) above, the Corporation shall, within sixty (60)
days following the end of such period, purchase such excess stock
holdings.

          (7)  Termination of Certain Owners. Any stockholder-
Employee of the Corporation who owns two (2%) percent or more of
the Common Stock issued and outstanding shall not be terminated
from employment of the Corporation except by an affirmative vote of
two-thirds of the whole Board of Directors. The Board of Directors
shall have the right to reduce said two (2%) percent requirement in
the by-laws of the Corporation to a lower percentage requirement by
an affirmative vote of two-thirds of the whole Board of Directors.
For purposes of calculation of this percentage requirement, the
attribution rules specified in paragraph (D)(5) above regarding the
ten (10%) percent limitation on ownership shall apply.

          (8)  Suspension of Repurchase Duties. Notwithstanding
anything in this ARTICLE SIXTH to the contrary, in the event that
the Board of Directors determines that the Formula Value to be
determined at the end of the fiscal year during which such
determination is made is likely to be less than (i) the Formula
Value determined at the end of the prior fiscal year less (ii) the
aggregate amount of dividends declared on the Common Stock since
the end of the prior fiscal year, the Board may suspend the
Corporation's duty to repurchase shares of Common Stock in
accordance with this paragraph (D)(8). Any such suspension shall
not extend for a period longer than three hundred sixty-five (365)
days from the date of the Board's declaration of suspension. During
any such suspension period, the Corporation shall not repurchase
any shares of Common Stock tendered or required to be tendered for
repurchase pursuant to the second sentence of subparagraph
(D)(3)(a). During any such suspension period, the Corporation shall
continue to repurchase Common Stock tendered to the Corporation
pursuant to any other provision of this Certificate of
Incorporation, but (a) payment for such repurchases shall not be
required until sixty (60) days after the end of the suspension
period, (b) such payment shall be made without interest, and (c)
the repurchase price shall be the Common Share Price determined as
of (i) the end of the prior fiscal year, in the case of a
suspension period that ends before July 1 of the fiscal year,
(provided that such computation of the Share Price shall be reduced
by the amount of dividends per share declared on the Common Stock
since the end of the prior fiscal year), or (ii) in the case of a
suspension period that ends after June 30 of a fiscal year, the end
of the fiscal year during which the suspension period ends.

     (E)  Payments Where Stock Price Not Yet Computed. If the price
at which the Corporation is to purchase stock pursuant to any
provision in this Certificate of Incorporation has not been
computed within the time period prescribed for payment for such
stock because the preparation of the audited Consolidated Financial
Statements of the Corporation and Consolidated Subsidiaries has not
yet been completed, the Corporation shall, within the time period
prescribed for payment for such stock, make an initial payment in
an amount equal to the price that would have been paid for such
stock if it had been purchased by the Corporation during the next
preceding fiscal year. The balance shall be paid within ten (10)
days after the date on which the price at which the Corporation is
to purchase such stock has been computed. In the event that the
price at which the Corporation is to purchase such stock is less
than the amount paid by the Corporation, in the "initial payment"
provided for in this paragraph (E), the Corporation shall be
entitled to recover the difference between the two amounts. Such
difference shall be paid by the person or entity to whom the
Corporation made the "initial payment" within ten (10) days of the
date of a written notice from the Corporation to pay such amount,
without interest.

     (F)  Ratification By Stockholders. Any contract, transaction
or act of the Corporation or of the directors, which shall be
ratified by a majority of a quorum of the stockholders then
entitled to vote at any annual meeting or at any special meeting
called for such purpose, shall, so far as permitted by law and by
this Certificate of Incorporation, be as valid and as binding as
though ratified by every stockholder entitled to vote at such
meeting.

     (G)  Meetings, Offices, and Books Outside State of Delaware.
The stockholders and the Board of Directors may hold their meetings
and the Corporation may have one or more offices outside of the
State of Delaware, and subject to the provisions of the laws of
said state, may keep the books of the Corporation outside of said
state and at such places as may be from time to time designated by
the Board of Directors.

     (H)  Removal of Directors. At any meeting of the holders of
the Common Stock called for the purpose, any one or more of the
directors may, by a majority vote of the holders of the Common
Stock at the time, be removed from office, with or without cause,
and another director or other directors be elected by such majority
vote of said holders of the Common Stock in the place or places of
the person or persons so removed, to serve for the remainder of his
or their term or terms, as the case may be; provided, however, that
if less than all the directors are to be removed, no individual
director shall be removed without cause when the votes cast against
his removal would be sufficient to elect him if then cumulatively
voted at an annual election of all the directors.

     (I)  By-Law Provisions for Conduct of Business. The
Corporation may in its by-laws make any other provisions or
requirements for the conduct of the business of the Corporation,
provided the same be not inconsistent with the provisions of this
Certificate of Incorporation, or contrary to the laws of the State
of Delaware. The by-laws may be amended by affirmative vote of two-
thirds of the whole Board of Directors or by affirmative vote of
the holders of two-thirds of the Common Stock issued and
outstanding.

     (J)  Requirements of Votes Greater Than Required By-Law.
Whenever this Certificate of Incorporation contains provisions
requiring for any corporate action the vote of a larger portion of
the stock or a larger portion of the directors than is required by
the General Corporation Law of the State of Delaware, the
provisions of this Certificate of Incorporation shall govern and
control.

     (K)  Amendments of Certificate. Subject to any limitations
herein contained, the Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate
of Incorporation, or in any amendment thereto by an affirmative
vote of the holders of two-thirds of the Common Stock issued and
outstanding, and all rights conferred upon stockholders in said
Certificate of Incorporation or any amendment thereto, are granted
subject to this reservation; provided, however, that the provisions
of this Certificate of Incorporation requiring for action by the
stockholders a vote greater than such two-thirds vote shall not be
amended except by such greater vote; and provided further that this
Paragraph (K) shall not be amended except by an affirmative vote of
the holders of four-fifths of the Common Stock issued and
outstanding.

                           ARTICLE SEVENTH

                       LIMITATION OF LIABILITY

     A director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law
is amended after approval by the stockholders of this ARTICLE
SEVENTH to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of
a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law as
so amended. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.

                                ARTICLE EIGHTH

                                  DEFINITIONS

     As used in this Certificate of Incorporation, the following
meanings (with terms defined in the singular having comparable
meaning when used in the plural and vice versa), unless another
definition is provided or the context otherwise requires:

     "Formula Value" means the sum of:

          (a)  the total stockholders' equity as shown on the
consolidated balance sheet contained in the Consolidated Financial
Statements of the Corporation and Consolidated Subsidiaries,
prepared in conformity with generally accepted accounting
principles applied on a consistent basis for the Corporation and
its consolidated Subsidiaries as of the fiscal year end immediately
preceding the date of determination (the "prior year end") and
audited and certified by an independent firm of certified public
accountants selected and engaged by the Board of Directors; minus

          (b)  the sum of: (i) the book value of Property, Plant
and Equipment as of the prior year end; plus (ii) the total
stockholders' equity attributable to any issued and outstanding
Preferred Stock, as reflected on the consolidated balance sheet,
plus the amount of any accrued, accumulated and undeclared
dividends thereon, all as of the date of determination.

     "Common Share Price" with respect to any share of Common
Stock, means the amount determined by dividing:

          (a)  the sum of (i) the Formula Value plus (ii) the face
amount of any outstanding Convertible Debentures convertible into
Common Stock, determined as of the fiscal year end immediately
preceding the date of determination (the "prior year end"); by

          (b)  the sum of (i) the total number of issued and
outstanding shares of Common Stock, plus (ii) the total number of
shares of Common Stock reserved for the conversion of outstanding
Convertible Debentures convertible into Common Stock, in each case
determined as of the prior year end;

and deducting from the quotient (rounded to the nearest $0.05) the
amount of any dividends per share declared on Common Stock
subsequent to the prior year end.

     "Convertible Debenture" means any debenture or other
instrument evidencing indebtedness of the Corporation convertible
at any time into shares of the Common Stock.

     "Employee" means an individual employed by (i) the
Corporation, any Subsidiary or Twenty Percent Subsidiary or any
joint venture in which the Corporation and/or any Subsidiary or
Twenty Percent Subsidiary has a twenty percent or more interest
or (ii) Kiewit Coal Properties, Inc. or any subsidiary thereof or
any joint venture in which Kiewit Coal Properties, Inc. or any
such subsidiary has a twenty percent or more interest. An
Employee shall also include any person serving on the Board of
Directors of the Corporation.

     "Property, Plant and Equipment" means those assets included
within such classification as reflected on the consolidated balance
sheets contained as a part of the Consolidated Financial Statements
of the Corporation and Consolidated Subsidiaries, that are utilized
in or associated with the Corporation's ordinary and regular course
of construction activities.

     "Subsidiary" means a corporation, partnership or other entity
with respect to which the Corporation holds, directly or
indirectly, at least a majority of the issued and outstanding
capital stock or other equity interests, measured in terms of total
dollar value if such entity has outstanding more than one class of
capital stock or other equity interests.

     "Twenty Percent Subsidiary" means a corporation, partnership,
or other entity with respect to which the Corporation owns,
directly or indirectly, twenty percent or more of the issued and
outstanding capital stock or other equity interests, measured in
terms of total dollar value if such corporation, partnership or
other entity has outstanding more than one class of capital stock
or other equity interests.

     IN WITNESS WHEREOF, Peter Kiewit Sons', Inc. has caused this
Restated Certificate of Incorporation, to be signed and attested by
its duly authorized officers as of the 19th day of June, 1999.

                                    PETER KIEWIT SONS', INC.


                                    By: /s/ Kenneth E. Stinson
                                        ----------------------
                                    Kenneth E. Stinson, President
ATTEST:


By: /s/ Tobin A. Schropp
    --------------------
Tobin A. Schropp, Secretary