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, 1998                             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 12, 
1998:

      Title of Class                 Shares Outstanding
 Common Stock, $0.01 par value           7,663,756




                         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, 1998 and 1997	                                    2
	Consolidated Condensed Balance Sheets as of March 31, 1998 and
 		December 27, 1997	                                                3
	Consolidated Condensed Statements of Cash Flows for the three 
   months	ended March 31, 1998 and 1997	                             4
	Notes to Consolidated Condensed Financial Statements	               5

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


                      PART II - OTHER INFORMATION

Item 2.	Changes in Securities.	                                     13

Item 4.	Submission of Matters to a Vote of Security Holders.	       13

Item 6.	Exhibits and Reports on Form 8-K.	                          14

Signatures		                                                       	15

Index to Exhibits	                                                  16
			



                      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)	         1998	         	1997	

Revenue	                                            $  732	        $  529
Cost of Revenue                                   	   (703)	         (497)
                                                    ------         ------
                                                     			29	            32

General and Administrative Expenses	                   (38)	          (34)
                                                    ------         ------
Operating Loss	                                         (9)	           (2)

Other Income (Expense):
	Investment Income, net	                                 2	             3
	Interest Expense, net	                                  -	             -
	Other, net	                                            13	            23
                                                    ------         ------
                                                			     15	            26
                                                    ------         ------
Earnings Before Income Taxes	                            6	            24

Provision for Income Taxes	                             (2)	           (9)

Net Earnings 	                                    $      4	      $     15
                                                  ========       ========
Net Earnings per Share:
  Basic	                                          $    .44	      $   1.65
                                                  ========       ========
  Diluted	                                        $    .44	      $   1.58
                                                  ========       ========	

See accompanying notes to consolidated condensed financial statements.


                           PETER KIEWIT SONS', INC.
                   Consolidated Condensed Balance Sheets

                      					                      March 31,  	 December 27,
                                              					1998	         1997
(dollars in millions)	                        		(unaudited)	
	
Assets

Current Assets:
	Cash and cash equivalents		                     $   170       	$   232
	Marketable securities		                              24	            26
	Receivables, less allowance of $9 and $9          		459           	430
	Costs and earnings in excess of
		billings on uncompleted contracts		                103           	119
	Investment in construction joint ventures	         	130           	176
	Deferred income taxes	                              	67	            61
	Other		                                              15	            13
                                                 -------        -------
Total Current Assets                               		968	         1,057

Property, Plant and Equipment, less accumulated 
	depreciation and amortization of $454 and $446	     200           	197
Other Assets		                                        78	            87
                                                 -------        -------
                                            					$ 1,246	       $ 1,341

Liabilities and Redeemable Common Stock

Current Liabilities:
	Accounts payable, including retainage
		of $37 and $37		                               $   179	       $   208
	Current portion of long-term debt		                  10             	5
	Accrued construction costs and billings in excess
		of revenue on uncompleted contracts		              292           	217
	Accrued insurance costs		                            79	            76
	Other		                                              71	            73
                                                 -------        -------
Total Current Liabilities		                          631	           579

Long-term debt, less current portion		                 8            	22
Other Liabilities		                                   80	            77
Minority Interest		                                   11	            11
                                                 -------        -------
		Total Liabilities                                		730	           689

Redeemable Common Stock ($393 million aggregate
	redemption value in 1998):
		Common stock, par $0.01 and $0.0625, 7,678,030 and
  10,132,343 shares outstanding in 1998 and 1997, 
  respectively	                                        -	             1
		Additional paid in capital		                        89           	116
		Foreign currency adjustment		                       (6)           	(7)
		Net unrealized holding loss		                       (9)          	(11)
		Retained earnings	                            	    442	           553
                                                 -------        -------
Total Redeemable Common Stock	                  	    516	           652
                                                 -------        -------
                                            					$ 1,246	       $ 1,341
                                                 =======        =======	

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)                            			1998	       	1997	

Cash flows from operations:
  Net cash provided by operations		               $   104	     $    27

Cash flows from investing activities:
  Proceeds from sales and maturities of
      marketable securities 		                          5	          21
  Purchases of marketable securities		                 (3)	        (11)
  Proceeds from sales of property, plant 
      and equipment	                                   	4	          22
  Acquisitions		                                       (2)	         (3)
  Distributions from investees                          4            -
  Capital expenditures	                               (21)	        (32)
                                                 --------       -------
      Net cash used in investing activities		         (13)         	(3)

Cash flows from financing activities:
  Long-term debt borrowing		                            5	           -
  Repurchases of common stock		                       (30)	         (1)
  Dividends paid		                                     (6)	         (7)
  Exchange of Class C Stock for Class D Stock, net		 (122)	        (71)
                                                 --------       ------
      Net cash used in financing activities	       	 (153)	        (79)
                                                 --------       ------
Net decrease in cash and cash equivalents		           (62)        	(55)

Cash and cash equivalents at beginning of period		    232	         173
                                                 --------       ------

Cash and cash equivalents at end of period	        $  170	      $  118
                                                 ========       ======	

See accompanying notes to consolidated condensed financial statements.


                            PETER KIEWIT SONS', INC.

             Notes to Consolidated Condensed Financial Statements


1.	Basis of Presentation:

	Peter Kiewit Sons', Inc. (the "Company") was 
formed by its former parent, Level 3 
Communications, Inc. (formerly Peter Kiewit Sons', 
Inc.) ("Level 3"), in connection with a 
transaction (the "Transaction") intended to 
separate the construction business and the 
diversified business of Level 3 into two 
independent companies.  On March 31, 1998, 
pursuant to the terms of a Separation Agreement 
between the Company, Level 3 and certain other 
parties (the "Separation Agreement"), Level 3 
consummated the Transaction by: (i) transferring 
100 shares of the $100 par value common stock 
("KCG Stock") of Kiewit Construction Group Inc. 
("KCG"), representing all of the issued and 
outstanding shares of KCG Stock, as well as 
certain other assets and liabilities related to 
the construction and mining business which 
together comprised the Construction and Mining 
Group (the "Construction & Mining Group"), to 
the Company in exchange for 7,677,920 shares of 
the $.01 par value common stock of the Company 
("Common Stock") (125 million shares authorized) 
and (ii) distributing 100% of its shares of the 
Common Stock to the holders of Level 3's $0.0625 
par value Class C Construction & Mining Group 
Restricted Redeemable Convertible Exchangeable 
Common Stock ("Class C Stock") as of March 31, 
1998, in exchange for such shares of Class C 
Stock.  Prior to the Transaction, the Company was 
a wholly-owned subsidiary of Level 3.  As a result 
of the Transaction, the Company is now owned by 
the former holders of Level 3's Class C Stock.  As 
the Construction & Mining Group comprises all of 
the net assets and operations of the Company, the 
Construction & Mining Group is the Company's 
predecessor.  Thus, the financial position, 
results of operations and cash flows presented for 
all periods prior to March 31, 1998 are those of 
the Construction & Mining Group.

	The consolidated condensed balance sheet of the 
Company at December 27, 1997 has been condensed 
from the Construction & Mining Group'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 
Company's accounting policies and certain other 
disclosures are set forth in the notes to the 
financial statements of the Construction and 
Mining group for the year ended December 27, 1997 
contained in the Company's Current Report on Form 
8-K, dated March 27, 1998,  filed April 13, 1998 
and amended May 1, 1998.

	Receivables at March 31, 1998 and December 27, 
1997 include approximately $80 million and $88 
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 $46 million and $44 million 
of securities which are being held by the owners 
of various construction projects in lieu of 
retainage.

	The results of operations for the three months 
ended March 31, 1998 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.


                       PETER KIEWIT SONS', INC.

        Notes to Consolidated Condensed Financial Statements


2.  	Earnings Per Share:

	Basic earnings per share have been computed using 
the weighted average number of shares outstanding 
during each period.  Diluted earnings give effect 
to convertible debentures considered to be 
dilutive common stock equivalents.  Dilutive 
potential common shares 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,	
                                                		  1998        	 1997

	Net earnings available to common shareholders 
 (in  millions)	                                  $    4	        $    15

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

	Net earnings for diluted shares	                 $    4	        $    15

	Total number of weighted average shares 
 outstanding used to compute basic earnings 
 per share (in thousands)	                         8,054	          9,321

	Additional dilutive shares assuming conversion 
 of convertible debentures	                           93	            437

	Total number of shares used to compute diluted 
 earnings per share	                               8,147	          9,758

	Net earnings
	  Basic earnings per share	                      $  .44	         $  1.65

	  Diluted earnings per share	                    $  .44	         $  1.58

* Interest expense attributable to convertible 
debentures was less than $.5 million in 1998 and 1997.



                         PETER KIEWIT SONS', INC.

          Notes to Consolidated Condensed Financial Statements


3.	Comprehensive Income:

	In the first quarter of 1998, the Company adopted 
Statement of Financial Accounting Standards 
("SFAS") No. 130, "Reporting Comprehensive 
Income".  SFAS 130 establishes new rules for the 
reporting of comprehensive income and its 
components; however the adoption of the standard 
had no impact on the Company's current or 
previously reported net income or redeemable 
common stock.  The standard requires the display 
and reporting of comprehensive income, which 
includes all changes in stockholders' equity with 
the exception of additional investments by 
stockholders or distributions to stockholders.  
Comprehensive income for the Company 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, 1998 and 1997 was as follows:

                                                				Three Months Ended
                                            				         March 31,	
                                                 			1998	         	1997

	Net Earnings		                                     $ 4	           $ 15
	Other comprehensive income, before tax:
		Foreign currency translation adjustments	          	2	              3
		Unrealized gains (losses) arising during period	   	3	            (18)
		Income tax (expense) benefit related to items of
		  other comprehensive income		                     (2)	             6
                                                    ----           ----
	Comprehensive Income		                             $ 7	           $  6
                                                    ===            ====

4.  Preferred Stock:

	The Company has authorized 250,000 shares of no 
par value Preferred Stock, the terms of which 
shall be determined from time-to-time by the board 
of directors.  No shares of Preferred Stock are 
currently issued and outstanding.



                           PETER KIEWIT SONS', INC.

             Notes to Consolidated Condensed Financial Statements

5.	Other Matters:

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

	In connection with the Transaction, the Company 
and Level 3 entered into various agreements 
including a Separation Agreement, a Tax Sharing 
Agreement and an amended Mine Management 
Agreement.

	The Separation Agreement provides for the 
allocation of certain risks and responsibilities 
between Level 3 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 Level 3 financial 
responsibility for liabilities arising out of the 
non-construction businesses.  The Separation 
Agreement also allocates certain corporate-level 
risk exposures not readily allocable to either the 
construction businesses or the non-construction 
businesses.

	Under the Tax Sharing Agreement, with respect to 
periods, or portions thereof, ending on or before 
the closing date of the Transaction, Level 3 and 
the Company generally will be responsible for 
paying the taxes relating to such periods, 
including any subsequent adjustments resulting 
from the redetermination of such tax liabilities 
by the applicable taxing authorities, that are 
allocable to the non-construction businesses and 
construction businesses, respectively.  The Tax 
Sharing Agreement also provides that Level 3 and 
the Company will indemnify the other from certain 
taxes and expenses that would be assessed if the 
Transaction was determined to be taxable, but 
solely to the extend that such determination arose 
out of the breach by Level 3 or the Company, 
respectively, of certain representations made to 
the Internal Revenue Service in connection with 
the ruling issued with respect to the Transaction 
or made in the Tax Sharing Agreement.  If the 
Transaction was determined to be taxable for any 
other reason, those taxes ("Transaction Taxes") 
would be allocated 82.5% to Level 3 and 17.5% to 
the Company.  Finally, under certain 
circumstances, Level 3 would make certain 
liquidated damage payments to the Company if the 
Transaction was determined to be taxable in order 
to take into account the fact that the Transaction 
is taxable to the holders of Common Stock.

	Additionally, the Mine Management Agreement, 
pursuant to which the Company provides mine 
management and related services to Level 3's coal 
mining operations, was amended to provide the 
Company with a right of offer in the event that 
Level 3 were to determine to sell any or all of 
its coal mining properties.  Under the right of 
offer, Level 3 would be required to offer to sell 
those properties to the Company at the price that 
Level 3 would seek to sell the properties to a 
third party.  If the Company were to decline to 
purchase the properties at that price, Level 3 
would be free to sell them to a third party for an 
amount greater than or equal to that price. If 
Level 3 were to sell the properties to a third 
party, thus terminating the Mine Management 
Agreement, it would be required to pay the Company 
an amount equal to the discounted present value of 
the Mine Management Agreement, determined, if 
necessary, by an appraisal process.



                          PETER KIEWIT SONS', INC.

           Notes to Consolidated Condensed Financial Statements


6.	Subsequent Event:

	Prior to the consummation of the Transaction, 
Level 3's certificate of incorporation gave 
stockholders the right to exchange their Class C 
Stock for Level 3's Class D Diversified Group 
Convertible Exchangeable Common Stock ("Class D 
Stock") under a set conversion formula.  That 
right was eliminated as a result of the 
Transaction.  To replace that conversion right, 
Class C stockholders received 6.5 million shares 
of Level 3's new Class R Convertible Common Stock 
("Class R Stock") in January, 1998, which is 
convertible into Level 3's Common Stock in 
accordance with terms ratified by stockholders in 
December, 1997.

	In May, 1998, the Level 3 Board of Directors 
approved a plan to force conversion of all shares 
of Class R Stock outstanding, as of May 15, 1998.  
As a result of such conversion and as provided in 
the Separation Agreement and Tax Sharing 
Agreement, certain adjustments will be made to the 
cost sharing and risk allocation provisions of 
such agreements, including, among others, the 
payment by the Company of approximately $5 million 
in additional third party costs and expenses 
associated with the Transaction, and the 
allocation of the Transaction Taxes, 50% to Level 
3 and 50% to the Company.


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


                         PETER KIEWIT SONS', INC.

      Management's Discussion and Analysis of Financial Condition and 
                          Results of Operations

Results of Operations - First Quarter 1998 vs. First Quarter 1997

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" and "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.

Revenue from each of the Company's businesses was (in millions):

                                           						Three Months Ended
                                                						March 31,	
                                          						 1998  			     1997	

    	Construction			                            $   661		  	 $   471
    	Materials		                                	    71		  	      58
                                                -------      -------
                                           					$   732	   		$   529
                                                =======      =======

Construction.  Construction revenue for the first 
quarter of 1998 increased $190 million or 40% from the 
same period in 1997.  This resulted primarily from two 
factors. The "I-15" project, which is a $780 million 
design-build joint venture to reconstruct 16 miles of 
Interstate 15 through the Salt Lake City, Utah area, 
was active for the entire quarter in 1998, but was not 
started until after the first quarter of 1997.  Also, 
the domestic power market has improved and the current 
quarter reflects revenue from several power plants 
started after the first quarter of 1997.

Contract backlog at March 31, 1998 was $4.2 billion of 
which 5% is attributable to foreign operations located 
in Canada, Indonesia and the Philippines.  Domestic 
projects are spread geographically throughout the U.S.

Margins on construction projects for the first quarter 
of 1998 decreased to 4.0% compared to 7.0% in 1997.  
Due to the favorable resolution of project 
uncertainties, change order settlements, and cost 
savings or early completion bonuses, the first quarter 
of 1997 had an unusually high margin.  Margins in the 
first quarter of 1995 and 1996 were 3.3% and 5.5% 
respectively.

In September of 1997, a Presidential Decree was issued 
in Indonesia affecting the construction and start-up 
dates for a number of private power projects.  As a 
result of the Decree and the continued fluctuations in 
the value of the Indonesian currency, several projects 
in Indonesia for a U.S. client, included in contract 
backlog at $155 million, could be terminated as a 
result of actions by the Indonesian government.  The 
Company does not anticipate that termination will have 
a material adverse effect as payment has been received 
for all work performed and the costs of demobilizing 
the projects would not be significant.


                         PETER KIEWIT SONS', INC.

       Management's Discussion and Analysis of Financial Condition and 
                           Results of Operations


Materials.  Materials revenue increased $13 million or 
22% over 1997.  A continued strong market for material 
products in Arizona, resulting in additional unit 
sales and stronger selling prices accounted for 
approximately $6 million of the increase.  The 
remainder was a result of the acquisition of 
additional plant sites in 1997, and the inclusion in 
1998 of the revenue from a coal mine in Alabama, 
purchased in April, 1997.

Margins on materials operations increased by $1 
million or 25% in 1998 due to higher revenue.  Margins 
as a percent of revenue remained constant during the 
first quarter of 1998 compared to the same time period 
in 1997.


General and Administrative Expenses.  General and 
administrative expenses increased 15% in 1998.  The 
increase was attributable to increased costs related 
to higher Construction and Materials revenues.  G & A 
expense, as a percent of revenue, decreased from 6.5% 
in 1997 to 5.3% in 1998 because additional 
administrative expense did not increase at the same 
rate as construction and materials activity.


Investment Income, net.  Cash used in conversions of 
Class C Stock to Level 3's Class D Stock prior to the 
consummation of the Transaction caused a decline in 
the average investment portfolio balance, which led to 
a decline in interest income.


Other, net.   Other income is primarily comprised of 
mine management fee income from Level 3 and gains and 
losses on the disposition of property, plant and 
equipment and other assets.  The $10 million decline 
results from a decrease in the amount of equipment 
sold during 1998.


Financial Condition - March 31, 1998 vs. December 27, 1997

The Company's working capital decreased $141 million 
or 30% during the first quarter of 1998.  The decline 
was primarily due to cash used when shareholders 
elected to exchange their Class C Stock for Class D 
Stock, which amounted to $122 million, and repurchases 
of Class C Stock of $30 million.  In addition, the 
Company had capital expenditures of $21 million.  
Partially funding these outflows was $104 million of 
cash provided by operations, of which $26 million was 
provided by distributions of excess cash from 
construction joint ventures and the remainder was 
attributable to positive cash flow in the early stages 
of construction contracts.

The Company anticipates investing between $40 and $75 
million annually in its construction business.  In 
addition to normal spending, the Company expects to 
make significant investments in new construction joint 
ventures in 1998.  The Company continues to explore 
opportunities to acquire additional businesses.  Other 
long-term liquidity uses include the payment of income 
taxes and repurchases of common stock and the payment 
of dividends, including an $.80 per share dividend 
declared in April and payable in May, 1998.  The 
Company's current financial condition and borrowing 
capacity together with anticipated cash flows from 
operations should be sufficient for immediate cash 
requirements and future investing activities.


                          PART II - OTHER INFORMATION


Item 2.		Changes in Securities.

	(a)	The Certificate of Incorporation of Peter 
Kiewit Sons', Inc. (the "Company") was amended and 
restated pursuant to a Restated Certificate of 
Incorporation was filed with the Delaware Secretary of 
State on March 19, 1998. The Restated Certificate of 
Incorporation increased the number of shares of 
authorized capital stock of the Company from 1,000 
shares of $0.01 par value common stock ("Common 
Stock") to 125,250,000 shares, of which 250,000 shares 
are preferred stock, with no par value per share, and 
of which 125,000,000 shares are Common Stock. The 
Restated Certificate also imposed restrictions on the 
Common Stock. The description of these restrictions and 
other terms of the Common Stock are incorporated herein 
by reference to the Company's Registration Statement 
on Form S-4 (File No. 333-34627) as filed with the 
Securities and Exchange Commission under the 
Securities Act of 1933, as amended, on August 29, 
1997, amended by Amendment No. 1 to the Registration 
Statement on Form S-4 filed on October 10, 1997, 
Amendment No. 2 to the Registration Statement on Form 
S-4 filed on November 6, 1997 and Amendment No. 3 to 
the Registration Statement on Form S-4 filed on 
November 10, 1997 (the "Registration Statement").

	(d)	The Company filed the Registration Statement 
with respect to 10,519,662 shares of Common Stock, 
which Registration Statement was effective on November 
11, 1997. The aggregate offering price of the Common 
Stock registered pursuant to the Registration 
Statement was $420,786,480. 

	The Registration Statement related to a proposed 
distribution of shares of Common Stock by the Company 
to its former parent, Level 3 Communications, Inc. 
("Level 3"), in exchange for Level 3's construction 
and mining business (the "Transaction"). Level 3 then 
proposed to distribute all of its shares of Common 
Stock to the holders of Level 3's $0.0625 par value 
Class C Construction & Mining Group Restricted 
Redeemable Convertible Exchangeable Common Stock 
("Class C Stock") in exchange for all of such Class C 
Stock. Level 3's Class C Stock "tracked" the 
performance of Level 3's construction and mining 
business. 

	The distribution of shares of Common Stock 
contemplated by the Registration Statement commenced, 
was completed and terminated on March 31, 1998, with 
the distribution of 7,677,920 shares of Common Stock 
to Level 3 in exchange for Level 3's construction and 
mining business. None of the remaining shares of 
Common Stock registered pursuant to the Registration 
Statement will be distributed thereunder. To date, the 
Company has incurred approximately $1,100,000 of 
expenses in connection with the issuance and 
distribution of such shares of Common Stock. This 
amount is a reasonable estimate of such expenses. Such 
expenses were paid directly to third parties, and no 
such payments were made to directors or officers of 
the Company or their associates, persons owning 10% or 
more of any class of equity securities of the Company, 
or any affiliates of the Company. 

Item 4.		Submission of Matters to a Vote of Security Holders.

	By unanimous written consent on March 18, 1998, 
the sole stockholder of the Company approved the 
amendment and restatement of the Certificate of 
Incorporation of the Company, as described in Item 
2(a) above. The sole stockholder further approved an 
amendment to the Certificate of Incorporation to 
change the Company's name from PKS Holdings, Inc. to 
Peter Kiewit Sons', Inc.

	By unanimous written consent on March 23, 1998, 
the sole stockholder of the Company, without the 
solicitation of proxies or consents by the Company, 
re-elected the entire board of directors of the 
Company, as such board of directors was previously 
reported to the Securities and Exchange Commission.

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


	(a)	Exhibits required by Item 601 of Regulation S-
K. Exhibits incorporated by reference are indicated in 
parentheses:

Exhibit
Number        Description

 27           Financial Data Schedule


	(b)	Reports on Form 8-K.

	Current Report on Form 8-K dated March 27, 1998, 
reporting that the Company completed the acquisition 
of the Construction and Mining Business of Level 3 
Communications, Inc. and certain other matters, which 
Report was filed with the Securities and Exchange 
Commission on April 13, 1998.

	Amendment to Current Report on Form 8-K/A dated 
March 27, 1998, filing financial statements of the 
Construction and Mining Business of Level 3 
Communications, Inc., which Report was filed with the 
Securities and Exchange Commission on May 1, 1998. 


                               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 14, 1998	        					   /s/ Kenneth M. Jantz
                            							Kenneth M. Jantz
                            							Vice President and 
                            							Chief Accounting Officer



                         PETER KIEWIT SONS', INC.

                            INDEX TO EXHIBITS

	Exhibit
	 No.	

 	27	     Financial Data Schedule (For electronic filing purposes only)