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, 2001                     000-23943

                          PETER KIEWIT SONS', INC.
           (Exact name of registrant as specified in its charter)

                Delaware                            91-1842817
       (State of Incorporation)          (I.R.S. Employer Identification No.)

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

                                  (402) 342-2052
                    (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 11, 2001:

               Title of Class                           Shares Outstanding
      Common Stock, $0.01 par value                         29,658,354



                            PETER KIEWIT SONS', INC.
                                    Index
                                                                         Page
-----------------------------------------------------------------------------

                      PART I - FINANCIAL INFORMATION
                      ------------------------------

Item 1.  Financial Statements.

         Consolidated Condensed Statements of Earnings for the
            three months ended March 31, 2001 and 2000                      1

         Consolidated Condensed Balance Sheets as of
           March 31, 2001 and December 30, 2000                             2

         Consolidated Condensed Statements of Cash Flows for the
           three months ended March 31, 2001 and 2000                       3

         Notes to Consolidated Condensed Financial Statements               4

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.                                      10

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

                         PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.                                                13

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

         Signatures                                                        13



                       PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                          PETER KIEWIT SONS', INC.
               Consolidated Condensed Statements of Earnings
                                 (unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                           ------------------
(dollars in millions, except per share data)              2001           2000
-----------------------------------------------------------------------------

Revenue                                                $   972       $   986
Cost of revenue                                           (926)         (942)
                                                       -------        ------

                                                            46            44

General and administrative expenses                        (48)          (43)
Gain on sale of operating assets                             4             4
                                                       -------       -------

Operating earnings                                           2             5

Other income (expense):
   Investment income and equity earnings                     5             6
   Interest expense                                          -            (1)
   Other, net                                                3             9
                                                       -------       -------
                                                             8            14
                                                       -------       -------

Earnings before income taxes, minority interest
  and discontinued operations                               10            19

Minority interest in net earnings of subsidiaries           (1)            -

Provision for income taxes                                  (4)           (8)
                                                       -------       -------

Earnings from continuing operations                          5            11

Discontinued operations:
  Income from materials operations, net of income tax
    expense of $- and $2                                     -             3
                                                       -------       -------
Net earnings                                           $     5       $    14
                                                       =======       =======

Net earnings per share:

Continuing operations:
  Basic                                                $   .17       $   .34
                                                       =======       =======

  Diluted                                              $   .16       $   .34
                                                       =======       =======
Discontinued operations:
  Basic                                                $     -       $   .11
                                                       =======       =======
  Diluted                                              $     -       $   .10
                                                       =======       =======

Net earnings:
  Basic                                                $   .17       $   .45
                                                       =======       =======
  Diluted                                              $   .16       $   .44
                                                       =======       =======
See accompanying notes to consolidated condensed financial statements.

_____________________________________________________________________________

                              PETER KIEWIT SONS', INC.

                        Consolidated Condensed Balance Sheets

                                                 March 31,      December 30,
                                                    2001            2000
(dollars in millions)                           (unaudited)
----------------------------------------------------------------------------
Assets

Current assets:
Cash and cash equivalents                           $  201          $  302
Marketable securities                                    6               5
Receivables, less allowance of $4 and $4               512             463
Unbilled contract revenue                              135              97
Contract costs in excess of related revenue             59              58
Investment in construction joint ventures              119             138
Deferred income taxes                                   56              60
Other                                                   19              10
                                                    ------          ------
Total current assets                                 1,107           1,133

Property, plant and equipment, less accumulated
  depreciation and amortization of $429 and $424       191             188
Other assets                                            94              96
Deferred income taxes                                   10               9
                                                    ------          ------
                                                    $1,402          $1,426
                                                    ======          ======

Liabilities and redeemable common stock

Current liabilities:
Accounts payable, including retainage of
  $56 and $56                                      $  225           $  223
Current portion of long-term debt                       1                1
Accrued costs on construction contracts               159              133
Billings in excess of related costs and earnings      152              145
Accrued insurance costs                                63               64
Accrued payroll                                        20               34
Other                                                  18               22
                                                   ------           ------
Total current liabilities                             638              622

Long-term debt, less current portion                   12               12
Other liabilities                                      85               82
Minority interest                                      14               14
                                                   ------           ------
Total liabilities                                     749              730

Preferred stock, no par value, 250,000 shares
  authorized, no shares outstanding                     -                -
Redeemable common stock ($516 million aggregate
  redemption value):
    Common stock, $0.01 par value; 125 million
      shares authorized 29,729,414 and 32,259,640
      shares outstanding                                -                -
    Additional paid-in capital                        170              185
    Accumulated other comprehensive income            (10)              (7)
    Retained earnings                                 493              518
                                                   ------           ------
Total redeemable common stock                         653              696
                                                   ------           ------

                                                   $1,402           $1,426
                                                   ======           ======

See accompanying notes to consolidated condensed financial statements.

_____________________________________________________________________________

                               PETER KIEWIT SONS', INC.

                      Consolidated Condensed Statements of Cash Flows
                                     (unaudited)



                                                           Three Months Ended
                                                                March 31,
                                                           ------------------
(dollars in millions)                                       2001         2000
-----------------------------------------------------------------------------

Cash flows from operations:
  Net cash (used in) provided by operations               $  (33)     $   14

Cash flows from investing activities:
  Additions to notes receivable                               (1)          -
  Proceeds from sales of property, plant and equipment         5           4
  Acquisitions                                                 -         (31)
  Capital expenditures                                       (18)        (21)
                                                          ------      ------
    Net cash used in investing activities                    (14)        (48)

Cash flows from financing activities:
  Long-term debt payments                                      -          (2)
  Repurchases of common stock                                (45)        (62)
  Dividends paid                                              (9)         (8)
                                                          ------      ------
    Net cash used in financing activities                    (54)        (72)
                                                          ------      ------

Net decrease in cash and cash equivalents                   (101)       (106)

Cash and cash equivalents at beginning of period             302         338
                                                          ------      ------
Cash and cash equivalents at end of period                $  201      $  232
                                                          ======      ======

See accompanying notes to consolidated condensed financial statements.

_____________________________________________________________________________

                          PETER KIEWIT SONS', INC.

                Notes to Consolidated Condensed Financial Statements

1.  Basis of Presentation:

The consolidated condensed balance sheet of Peter Kiewit Sons', Inc. (the
"Company") at December 30, 2000 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 and cash
flows for the periods presented.  The Company's accounting policies and
certain other disclosures are set forth in the notes to the consolidated
financial statements contained in the Company's Annual Report on Form 10-K.

Receivables at March 31, 2001 and December 30, 2000 include approximately
$110 million and $116 million, respectively, of retainage on uncompleted
projects, the majority of which is expected to be collected within one year.
Included in the retainage amounts are $34 million and $29 million,
respectively, of securities which are being held by the owners of various
construction projects in lieu of retainage.  Also included in accounts
receivable are $1 million and $10 million, respectively, of securities held
by the owners which are now due as the contracts are completed.  These
securities are carried at fair value which is determined based on quoted
market prices for the securities on hand or for similar investments.  Net
unrealized holding gains and losses, if any, are reported as a separate
component of accumulated other comprehensive income, net of tax.

The results of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results to be expected for the full year.

When appropriate, items within the consolidated condensed financial
statements have been reclassified in the previous periods to conform to
current year presentation.


2.  Discontinued Operations:

In accordance with Accounting Principles Board Opinion No. 30 "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" ("APB 30"), the consolidated condensed statement of earnings of
the Company for the three months ended March 31, 2000 have been reclassified
to reflect the spin-off of the Company's materials business (the "Materials
Business") that occurred on September 30, 2000.  Accordingly, the revenues,
costs and expenses of the Materials Business have been segregated in the
Consolidated Condensed Statements of Earnings.  The net operating results of
the Materials Business have been reported as "Discontinued Operations" in the
accompanying consolidated condensed financial statements.

Summarized financial information for the discontinued operations follows:

                                                           Three Months Ended
                                                               March 31,
(dollars in millions)                                              2000
_____________________________________________________________________________

     Revenues                                                    $  100
                                                                 ======

     Income from discontinued operations
      (after applicable income taxes of $2)                      $    3
                                                                 ======

3.  Acquisitions:

On January 3, 2000, the Company acquired 100% of the outstanding common stock
and related assets of Solano Concrete Co., Inc., a materials operation
operating in the Northern California area, for $31 million.  This operation
was included with the spin-off of the Company's Materials Business (Note 7).

On September 26, 2000, the Company acquired 100% of Walnut Creek Mining
Company, a lignite mining business located in Robertson County, Texas, for
$94 million.  The fair value of the identifiable assets acquired and
liabilities assumed was $110 million and $16 million, respectively.
Identifiable intangibles assets related to this purchase will be amortized
over their useful life of 15 years.  No goodwill related to this transaction
was recorded.  The following unaudited, pro-forma financial information
assumes the acquisition occurred at the beginning of 2000.  These results
have been prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisition been made at the
beginning of 2000, or the results which may occur in the future.

                                                           Three Months Ended
                                                                March 31,
(dollars in millions)                                       2001         2000
_____________________________________________________________________________

     Revenue                                               $  972      $  994
                                                           ======      ======
     Net earnings                                          $    5      $   16
                                                           ======      ======
     Net earnings per share:
       Basic                                               $  .17      $  .49
                                                           ======      ======
       Diluted                                             $  .16      $  .48
                                                           ======      ======


4.  Earnings Per Share:

Basic earnings per share has been computed using the weighted average number
of shares outstanding during each period.  Diluted earnings per share give
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,
                                                          ------------------
                                                            2001        2000
                                                          ------       ------

Earnings from continuing operations (in millions)          $    5      $   11

Earnings from discontinued operations                          -            3
                                                          ------       ------

Net earnings available to common stockholders                  5           14

Add:  Interest expense, net of tax effect,
  associated with convertible debentures                       *            *
                                                          ------       ------

Net earnings for diluted shares                           $    5       $   14
                                                          ======       ======

Total number of weighted average shares outstanding
  used to compute basic earnings per share (in thousands) 29,860       32,344

Additional dilutive shares assuming
  conversion of convertible debentures                     1,367        1,029
                                                          ------       ------
Total number of shares used to compute
  diluted earnings per share                              31,227       33,373
                                                          ======       ======

Continuing operations:
  Basic earnings per share                                $  .17       $  .34
                                                          ======       ======
  Diluted earnings per share                              $  .16       $  .34
                                                          ======       ======

Discontinued operations:
  Basic earnings per share                                $    -       $  .11
                                                          ======       ======
  Diluted earnings per share                              $    -       $  .10
                                                          ======       ======

Net earnings:
  Basic earnings per share                                $  .17       $  .45
                                                          ======       ======
  Diluted earnings per share                              $  .16       $  .44
                                                          ======       ======

Interest expense attributable to convertible debentures was less than $.5
million


5.  Comprehensive Income:

Comprehensive income includes net income, unrealized gains (losses) on
securities and foreign currency translation adjustments which are charged or
credited to the cumulative translation account within Redeemable Common
Stock.  Comprehensive income for the three months ended March 31, 2001 was as
follows:

                                                           Three Months Ended
                                                                 March 31,
(dollars in millions)                                      2001          2000
-----------------------------------------------------------------------------

Net earnings                                             $    5        $   14
Other comprehensive income, before tax:
  Foreign currency translation adjustments                   (4)            -
  Income tax benefit related to items of other
    comprehensive income                                      1             -
                                                         ------        ------
  Comprehensive income                                   $    2        $   14
                                                         ======        ======


6.  Segment Data:

The Company primarily operates in the construction industry and currently has
one reportable operating segment.  The Company's other operations consist of
the lignite mining operation acquired on September 26, 2000.  The
Construction segment performs services for a broad range of public and
private customers primarily in North America.  Construction services are
performed in the following construction markets:  transportation (including
highways, bridges, airports, railroads and mass transit), commercial
buildings, water supply, sewage and waste disposal, dams, mining, power,
telecommunication infrastructure, heating and cooling, and oil and gas.  As
described in Note 2, the Company has reclassified the results of operations
of its Materials Business as discontinued operations.  The Materials Business
was previously disclosed as a separate operating segment.  The following
segment data have been restated to exclude amounts related to the Materials
Business.

Intersegment sales are recorded at cost.  Operating earnings is comprised of
net sales less all identifiable operating expenses, allocated general and
administrative expenses, gain on sale of operating assets, depreciation and
amortization.  Investment income, interest expense and income taxes have been
excluded from segment operations.  The management fee earned by the Company
as described in Note 7 is excluded from the segment information that follows
as it is included in other income on the Statement of Earnings and not
included in operating earnings.  Segment asset information has not been
presented as it is not reported to or reviewed by the chief operating
decision maker.

                                    Three Months Ended    Three Months Ended
                                       March 31, 2001        March 31, 2000
                                   -------------------    -------------------
(dollars in millions)              Construction  Other    Construction  Other
-----------------------------------------------------------------------------

Revenue - external customers        $  962      $   10     $  986      $    -
                                    ======      ======     ======      ======
Operating (loss) earnings           $   (1)     $    3     $    5      $    -
                                    ======      ======     ======      ======

During the three months ended 2001 and 2000, the Company earned 29.7% and
44.3%, respectively, of revenues from a single customer.



7.  Other Matters:

Materials Spin-Off:

On September 30, 2000, the Company distributed all of the 32,288,840 shares
of common stock of its former subsidiary, Kiewit Materials Company
("Materials"), it then held to stockholders of the Company in a Spin-off (the
"Materials Spin-off").  In the Materials Spin-off, each stockholder of the
Company received one share of Materials common stock ("Materials Stock") for
each share of Common Stock they held on the record date for the Materials
Spin-off.  Prior to the Materials Spin-off, the Company also completed a
share exchange offer and debenture exchange offer, pursuant to which holders
of Common Stock and the Company's convertible debentures collectively
exchanged 1,081,226 shares of Common Stock and $13,095,000 principal amount
of the Company's convertible debentures for:  (1) 4,055,029 shares of
Materials Stock; (2) $670,000 principal amount of Materials convertible
debentures; and (3) $5,475,045 principal amount of the Company's new reduced
principal convertible debentures.  As a result of the Materials Spin-off, the
Company and Materials now operate as two separate independent companies.

In connection with the Materials Spin-off, Materials and the Company entered
into various agreements including a Separation Agreement (the "Materials
Separation Agreement") and a Tax Sharing Agreement (the "Materials Tax
Sharing Agreement").

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

Under the Materials Tax Sharing Agreement, with respect to periods, or
portions thereof, ending on or before the  Materials Spin-off, Materials and
the Company 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 Business and construction business,
respectively.   The Materials Tax Sharing Agreement also provides that
Materials and the Company will indemnify the other from certain taxes and
expenses that would be assessed if the Materials Spin-off were determined to
be taxable, but solely to the extent that such determination arose out of the
breach by Materials or the Company, respectively, of certain representations
made to the Internal Revenue Service in connection with the private letter
ruling issued with respect to the Materials Spin-off.


Other:

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

8.  Subsequent Events:

On April 25, 2001, Bibb and Associates, Inc. ("Bibb"), a subsidiary of the
Company, was served with a complaint (the "Complaint") filed in the Circuit
Court of Jackson County, Missouri, in a action brought by Kansas City Power &
Light ("KCPL") with respect to a January 13, 1999 explosion at KCPL's
Hawthorn No. 5 power plant. The Complaint lists a total of 13 defendants, and
generally alleges as to Bibb, strict liability, negligence, professional
gross negligence, fraud, negligent misrepresentation and wrongful inducement
to contract. The Complaint also names the Company, although the Company has
not yet been served, and alleges that the Company is either the alter ego of
Bibb or the successor to Bibb's liability. The Complaint alleges damages in
excess of $450 million, including property damage, costs of replacement of
power, and lost profits. The Company believes that the factual allegations
and legal claims asserted in the Complaint against Bibb and the Company are
without merit and intends to vigorously defend them.  Management believes
that any resulting liability, beyond that provided, should not materially
affect the Company's financial position, future results of operations or
future cash flows.



                            PETER KIEWIT SONS', INC.


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.

          On September 30, 2000, the Company effected a spin-off of its
Materials Business to its stockholders.  As described in Note 2 of the
Consolidated Condensed Financial Statements, the Company has reclassified the
results of operations of its Materials Business as discontinued operations.
The following discussion is on a continuing operations basis.

          Results of Operations - First Quarter 2001 vs. First Quarter 2000

          Revenue.  Revenue for the first quarter of 2001 decreased $14
million or 1.4% from the same time period in 2000.  The most significant
factor contributing to this decrease was the reduced work performed on a
large fiber optic project as the work on the project progressed towards
completion.

          Contract backlog increased to $3.6 billion at March 31, 2001 (of
which 6.9% is attributable to foreign operations located in Canada) from $3.3
billion at December 30, 2000.  Domestic projects are spread geographically
throughout the U.S.

          Margin.  Margins, as a percentage of revenue, for the first quarter
of 2001 increased to 4.7% compared to 4.5% for the same period in 2000.
Margins may vary between periods due to the inherent uncertainties associated
with fixed price contracts, as well as seasonality and the stage of
completion of individual projects.

          General and Administrative Expenses.  General and administrative
expenses for the first quarter of 2001 increased $5 million to $48 million
when compared to the same period in 2000.  The increase was attributed
primarily to increased costs associated with pursuing new work in 2001.  As a
percentage of revenue, general and administrative expenses increased from
4.4% in the first quarter of 2000 to 4.9% in the same period in 2001.

          Gain on Sale of Operating Assets.  Net gains on the disposition of
property, plant and equipment and other assets remained the same for the
first quarter of 2001 when compared to the same period in 2000.

          Investment Income and Equity Earnings.  Investment income and
equity earnings decreased $1 million or 16.7% from the same period in 2000.
The decrease was attributed to a decrease in equity earnings.


         Other, net.   Other income is comprised primarily of mine management
fee income from Level 3.

          During the first quarter 2001 and 2000, the Company managed two and
three active coal mines, respectively, for Level 3.  Fees for these services
for the first quarter 2001 were $2 million as compared to $8 million for the
same period in 2000.  The decrease is primarily due to a combination of the
expiration of a significant long-term contract in 2000 and the Company's
September 26, 2000 acquisition of Walnut Creek Mining Company, a mine
previously managed for Level 3.  The Company's fee is a percentage of
adjusted operating earnings of the coal mines, as defined in the mine
management agreement with Level 3.  The mines managed by the Company for
Level 3 earn the majority of their revenues under long-term contracts.  The
remainder of the mines' sales are made on the spot market where prices are
substantially lower than those of the long-term contracts.

          The U.S. Minerals Management Service has issued an assessment to
the Level 3 mines for the underpayment of royalties.  Level 3 is vigorously
contesting the U.S. Minerals Management Service assessment.  If Level 3 is
ultimately required to pay the U.S. Minerals Management Service approximately
$20.4 million ($13.0 million of which is principal and $7.4 million of which
is interest) the payment would decrease future mine management fees in total
by as much as $3.9 million, but will not affect fees previously received.

          Provision for income taxes.  The effective income tax rate during
the first quarter of 2001 and 2000 was 40%.  This rate differs from the
federal statutory rate of 35% primarily due to state income taxes.



              Financial Condition - March 31, 2001 vs. December 30, 2000

          Cash and cash equivalents decreased $101 million to $201 million at
March 31, 2001 from $302 million at December 30, 2000.  The decrease reflects
net cash used in operations of $33 million, net cash used in investing
activities of $14 million and $54 million used in financing activities.

          Net cash used in operating activities for the first three months of
2001 of $33 million represented a decrease of $47 million from the same
period in 2000.  The decrease was due to a net income decrease of $9 million
for the first three months of 2001 compared to the same period in 2000 and
increased working capital requirements for construction contracts.  Cash
provided or used by operating activities is affected to a large degree by the
mix, timing, stage of completion and terms of individual contracts which are
reflected in changes through current assets and liabilities.

          Net cash used in investing activities for the first three months of
2001 decreased by $34 million to $14 million as compared to the same period
in 2000.  This decrease was due to decreases in acquisitions of $31 million,
a decline in capital expenditures of $3 million and increases in proceeds
from the sale of property, plant and equipment in the ordinary course of
business of $1 million.  These changes were partially offset by an increase
in additions to notes receivable of $1 million.

          Net cash used in financing activities for the first three months of
2001 decreased by $18 million to $54 million as compared to the same time
period in 2000.  This decrease was due to a decrease in repurchases of common
stock of $17 million and a decrease in long-term debt payments of $2 million.
These changes were partially offset by an increase in dividends paid of $1
million.

          The Company continues to explore opportunities to acquire
additional businesses and anticipates investing between $50 and $100 million
annually to expand its operations.  Other long-term liquidity uses include
the payment of income taxes and the payment of dividends.  As of March 31,
2001, the Company had no material firm binding purchase commitments related
to its investments other than meeting the normal course of business needs of
its construction joint ventures.  The current portion of long-term debt is $1
million.  The Company paid dividends during the first three months of 2001
and 2000 of $9 million and $8 million, respectively.  These amounts were
determined by the Board of Directors and were paid in January of each such
year.  The Company also has the commitment to repurchase stock at any time
during the year from shareholders.

          The Company does not believe that the spin-off of its materials
business has had and is not expected to have an adverse impact on its
liquidity or material commitments, since earnings generated from the
materials business have historically been reinvested in the materials
business.  The Company's current financial condition, together with
anticipated cash flows from operations, should be sufficient for immediate
cash requirements and future investing activities.  The Company does not
presently have any committed bank credit facilities.  In the past, the
Company has been able to borrow on terms satisfactory to it.  The Company
believes that, to the extent necessary, it will likewise be able to borrow
funds on acceptable terms for the foreseeable future.

         New Accounting Pronouncement.  The Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and hedging Activities," which establishes accounting and
reporting standards for derivative instruments and for hedging activities.
Management does not expect adoption of this statement to materially affect
the Company's financial statements as the Company has no significant
derivative instruments or hedging activities.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk.

          The Company does not believe that its business is subject to
significant market risks arising from interest rates, foreign exchange rates
or equity prices.


                         PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

          On April 25, 2001, Bibb and Associates, Inc. ("Bibb"), a subsidiary
of the Company, was served with a complaint (the "Complaint") filed in the
Circuit Court of Jackson County, Missouri, in a action brought by Kansas City
Power & Light ("KCPL") with respect to a January 13, 1999 explosion at KCPL's
Hawthorn No. 5 power plant. The Complaint lists a total of 13 defendants, and
generally alleges as to Bibb, strict liability, negligence, professional
gross negligence, fraud, negligent misrepresentation and wrongful inducement
to contract. The Complaint also names the Company, although the Company has
not yet been served, and alleges that the Company is either the alter ego of
Bibb or the successor to Bibb's liability. The Complaint alleges damages in
excess of $450 million, including property damage, costs of replacement of
power, and lost profits. The Company believes that the factual allegations
and legal claims asserted in the Complaint against Bibb and the Company are
without merit and intends to vigorously defend them.

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

(a)  Reports on Form 8-K.

          No reports on Form 8-K have been filed during the quarter for which
this report is filed.

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.

                                        PETER KIEWIT SONS', INC.





Date: May 11, 2001                        /s/  Michael J. Piechoski
                                          ----------------------------------
                                          Michael J. Piechoski
                                          Vice President and Principal
                                          Financial Officer