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
          September 30, 2003                          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 [  ]

     Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).  Yes [X] No [  ]

     The number of shares outstanding of each of the
registrant's classes of common stock as of November 13, 2003:

        Title of Class                  Shares Outstanding
Common Stock, $0.01 par value               30,242,689








                    PETER KIEWIT SONS', INC.

                              Index
                                                                Page
---------------------------------------------------------------------

                   PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.

            Consolidated Condensed Statements of Earnings
              for the three and nine months ended
              September 30, 2003 and 2002                         2
            Consolidated Condensed Balance Sheets as of
              September 30, 2003 and December 28, 2002            3
            Consolidated Condensed Statements of Cash
              Flows for the nine months ended
              September 30, 2003 and 2002                         4
            Notes to Consolidated Condensed Financial
              Statements                                          5

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations.       12

Item 3.     Quantitative and Qualitative Disclosure about
            Market Risk.                                         15

Item 4.     Controls and Procedures.                             16

                   PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.                                   17

Item 6.     Exhibits and Reports on Form 8-K.                    17

            Signatures                                           17



                                    i







                           PART I - FINANCIAL INFORMATION
Item 1.     Financial Statements.

                      Independent Accountants' Review Report



The Board of Directors and Stockholders
Peter Kiewit Sons', Inc.:

We have reviewed the consolidated condensed balance sheet of
Peter Kiewit Sons', Inc. and subsidiaries as of September 30,
2003, and the related consolidated condensed statements of
earnings for the three and nine month periods ended September
30, 2003 and 2002, and the consolidated condensed statements of
cash flows for the nine month periods ended September 30, 2003
and 2002.  These consolidated condensed financial statements are
the responsibility of the Company's management.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express
such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the consolidated condensed
financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the
United States of America.

We have previously audited, in accordance with auditing
standards generally accepted in the United States of America,
the consolidated balance sheet of Peter Kiewit Sons', Inc. and
subsidiaries as of December 28, 2002, and the related
consolidated statements of earnings, changes in redeemable
common stock and comprehensive income, and cash flows for the
year then ended (not presented herein); and in our report dated
February 28, 2003, we expressed an unqualified opinion on those
consolidated financial statements.  In our opinion, the
information set forth in the accompanying consolidated condensed
balance sheet as of December 28, 2002, is fairly stated, in all
material respects, in relation to the consolidated balance sheet
from which it has been derived.


                                        (signed)  KPMG LLP


Omaha, Nebraska
November 13, 2003



                                    1







                             PETER KIEWIT SONS', INC.

                   Consolidated Condensed Statements of Earnings
                                    (unaudited)

                                    Three Months Ended     Nine Months Ended
                                         September 30,         September 30,
                                 ----------------------    -------------------
                                     2003       2002       2003       2002
                                     ----       ----       ----       ----
                                 (dollars in millions, except per share data)

Revenue                           $    904   $  1,132    $  2,613   $  2,819
Cost of revenue                       (799)      (959)     (2,343)    (2,471)
                                   -------    -------     -------    -------

                                       105        173         270        348

General and administrative expenses    (58)       (49)       (173)      (150)
Gain on sale of operating assets         6          1          15         15
                                   -------    -------     -------    -------

Operating income                        53        125         112        213

Other income (expense):
  Investment income and equity
    earnings, net                        2          3          12         (6)
  Interest expense                      (5)        (1)         (6)        (2)
  Other, net                             2          4           6         10
                                   -------    -------     -------    -------
                                        (1)         6          12          2
                                   -------    -------     -------    -------

Income before income taxes and cumulative
  effect of change in accounting
  principle                             52        131         124        215

Provision for income taxes             (20)       (52)        (48)       (86)

Cumulative effect of change in accounting
 principle, net of tax                   -          -           3          -
                                   -------    -------     -------    -------

Net income                        $     32   $     79    $     79   $    129
                                   =======    =======     =======    =======

Basic earnings per share:

 Income before cumulative effect of change in
  accounting principle            $   1.12   $   2.59    $   2.63   $   4.30
 Cumulative effect of change in
  accounting principle                   -          -         .10          -
                                   -------    -------     -------    -------
Net income                        $   1.12   $   2.59    $   2.73   $   4.30
                                   =======    =======     =======    =======

Diluted earnings per share:
 Income before cumulative effect of change in
  accounting principle            $   1.08   $   2.46    $   2.53   $   4.10
 Cumulative effect of change in
  accounting principle                   -          -         .10          -
                                   -------    -------     -------    -------

Net income                        $   1.08   $   2.46    $   2.63   $   4.10
                                   =======    =======     =======    =======

       See accompanying notes to consolidated condensed financial statements.



                                         2







                              PETER KIEWIT SONS', INC.

                       Consolidated Condensed Balance Sheets

                                                   September 30,
                                                       2003      December 28,
                                                   (unaudited)        2002
                                                  -------------  ------------
                                                      (dollars in millions)
                                      ASSETS
Current assets:
 Cash and cash equivalents                        $     287      $     275
 Investments                                            116            111
 Receivables, including retainage of $137 and $152
  and net of allowance of $8 and $13                    469            554
 Unbilled contract revenue                              135            128
 Contract costs in excess of related revenue             52             59
 Investment in construction joint ventures              212            258
 Deferred income taxes                                   70             45
 Other                                                   25             22
                                                   --------       --------
Total current assets                                  1,366          1,452

Property, plant and equipment, less accumulated
 depreciation and amortization of $501 and $480         350            327
Other assets                                             93             97
                                                   --------       --------

                                                  $   1,809      $   1,876
                                                   ========       ========

                       LIABILITIES AND REDEEMABLE COMMON STOCK

Current liabilities:
 Accounts payable, including retainage of
  $69 and $67                                     $    226       $     248
 Current portion of long-term debt                      10               -
 Accrued costs on construction contracts               203             195
 Billings in excess of related costs and earnings      174             217
 Accrued insurance costs                                73              66
 Accrued payroll                                        38              37
 Other                                                  27              53
                                                   --------       --------
Total current liabilities                              751             816

Long-term debt, less current portion                    15              24
Deferred income taxes                                   41              31
Accrued reclamation                                      6              10

Minority interest                                        1               -

Preferred stock, no par value, 250,000 shares authorized,
 no shares outstanding                                   -               -
Redeemable common stock ($763 million and $849 million aggregate
 redemption value):
 Common stock, $.01 par value, 125 million shares authorized
  28,514,303 and 31,288,355 outstanding                  -               -
 Additional paid-in capital                            203             223
 Accumulated other comprehensive loss                   (1)             (9)
 Retained earnings                                     793             781
                                                  --------        --------
Total redeemable common stock                          995             995
                                                  --------        --------
                                                 $   1,809       $   1,876
                                                  ========        ========

     See accompanying notes to consolidated condensed financial statements.



                                       3







                           PETER KIEWIT SONS', INC.

               Consolidated Condensed Statements of Cash Flows
                                (unaudited)

                                                      Nine Months Ended
                                                        September 30,
                                                   -----------------------
                                                   2003             2002
                                                  ------           ------
                                                   (dollars in millions)

Cash flows from operations:
 Net cash provided by operations                 $    150         $     11
                                                  -------          -------

Cash flows from investing activities:
 Proceeds from sales of available-for-sale
  securities                                            -               10
 Proceeds from maturities of available-for-sale
  Securities                                            -                2
 Purchases of available-for-sale securities            (2)             (23)
 Proceeds from sale of stock warrants                  22                -
 Payments received on notes receivable                  4                4
 Proceeds from sales of property, plant and equipment  23               22
 Acquisitions, net of cash acquired                     -              (17)
 Capital expenditures                                 (95)            (100)
                                                  -------          -------
  Net cash used in investing activities               (48)            (102)
                                                  -------          -------

Cash flows from financing activities:
 Payments on long-term debt                             -               (1)
 Issuances of common stock                              -               29
 Repurchases of common stock                          (76)             (42)
 Dividends paid                                       (22)             (21)
 Other                                                  1                -
                                                  -------          -------
  Net cash used in financing activities               (97)             (35)
                                                  -------          -------

 Effect of exchange rates on cash                       7                -
                                                  -------          -------

Net increase (decrease) in cash and cash equivalents   12             (126)

Cash and cash equivalents at beginning of period      275              216
                                                  -------          -------

Cash and cash equivalents at end of period       $    287         $     90
                                                  =======          =======

 Non-cash investing activities:
  Stock warrants returned to owner as part of a
  contract settlement                                   3                -

 Non-cash financing activities:
  Owner account receivable converted to note
  receivable                                            2                -

    See accompanying notes to consolidated condensed financial statements.



                                       4







                              PETER KIEWIT SONS', INC.

             Notes to Consolidated Condensed Financial Statements


1.   Basis of Presentation:

     The consolidated condensed balance sheet of Peter Kiewit Sons', Inc.
     ("PKS", which together with its subsidiaries is referred to herein as
     the "Company") at December 28, 2002 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.  Management believes that the
     disclosures are adequate to make the information presented not
     misleading.

     The Company became aware of accounting errors that occurred during 2002
     on two construction contracts.  The errors resulted in an understatement
     of 2002 net income of less than $1 million.  The Company has corrected
     the errors during the nine months ended September 30, 2003.  One
     correction decreased net income by $4 million during the first quarter
     of 2003 and the second correction increased net income by $5 million
     during the third quarter of 2003.  The Company does not believe that the
     corrections of these errors are material to 2002 operations nor will
     they be material to 2003 operations.  Excluding these adjustments, net
     income for the three and nine months ended September 30, 2003 was $27
     and $78 million.

     The results of operations for the nine months ended September 30, 2003
     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.   Recent Accounting Pronouncements:

     In April 2002, the Financial Accounting Standards Board "FASB" issued
     Statement of Financial Accounting Standards "SFAS" No. 145 (SFAS 145),
     Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
     Statement No. 13 and Technical Corrections.  The Company adopted SFAS
     145 in 2003.  Adoption of SFAS 145 did not have an impact on the
     Company's financial statements.

     In July 2002, the FASB issued Statement of Financial Accounting
     Standards SFAS No. 146 (SFAS 146), "Accounting For Costs Associated with
     Exit or Disposal Activities."  The Company adopted SFAS 146 in 2003.
     Adoption of SFAS 146 did not have an impact on the Company's financial
     statements.

     In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
     "Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Others."  FIN 45
     elaborates on existing disclosure requirements for most guarantees,
     including standby letters of credit.  It also clarifies that guarantees
     must be recognized as an initial liability for fair value, or market
     value, of the obligations assumed under the guarantee and that this
     information must be disclosed in interim and annual financial
     statements. FIN 45 applies on a prospective basis to guarantees issued
     or modified after December 31, 2002.  The Company adopted FIN 45 in
     2003.  The adoption of FIN 45 did not have an impact on the Company's
     financial statements.



                                        5







                            PETER KIEWIT SONS', INC.

        Notes to Consolidated Condensed Financial Statements - (Continued)


2.   Recent Accounting Pronouncements, Continued:

     In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
     "Consolidation of Variable Interest Entities."  FIN 46 addresses the
     consolidation of variable interest entities in which the equity
     investment at risk is not sufficient to permit the entity to finance its
     activities without additional subordinated financial support from other
     parties, or the equity investors lack one or more of the essential
     characteristics of a controlling financial interest.  FIN 46 requires
     enterprises to consolidate and disclose existing unconsolidated variable
     interest entities in which they are the primary beneficiaries if the
     entities do not effectively disperse risk among the parties involved.
     FIN 46 also requires disclosures by an enterprise holding significant
     interests in variable interest entities in which it is not a primary
     beneficiary.  FIN 46 applies immediately to variable interest entities
     created or in which interest is obtained after January 31, 2003.  FIN 46
     applies in the first fiscal year or interim period beginning after
     December 15, 2003, to variable interest entities in which an interest
     was acquired before February 1, 2003.  The Company is currently
     assessing the impact of the adoption of FIN 46 on those entities
     acquired before February 1, 2003.  No significant interests in entities
     have been acquired after January 31, 2003.  The Company does not
     anticipate the adoption of FIN 46 to have a material effect on its
     consolidated financial position or results of operations.  The
     preliminary assessment is that the Company's investment in construction
     joint ventures does not qualify as a variable interest entity.

     In May 2003, the FASB issued Statement of Financial Accounting Standards
     No. 150 ("SFAS 150").  This Statement establishes standards for how
     certain financial instruments with characteristics of both liabilities
     and equity are classified and measured by the issuer.  SFAS 150 will be
     effective for the Company's next fiscal year beginning December 28,
     2003.  The aggregate redemption value of the Company's mandatorily
     redeemable common stock will be required to be presented as a liability.
     Changes in the aggregate redemption value of mandatorily redeemable
     common stock will be recorded as a charge to the income statement and
     will effectively eliminate net income.

3.   Acquisitions:

     On June 28, 2002, a subsidiary of the Company acquired the remaining 20%
     minority interest in ME Holding Inc. ("ME"), an electrical subcontractor
     located in Boston, Massachusetts.  The payment for such minority
     interest was $17 million.  Proforma effects of the ME acquisition were
     not material to the results of operations for the three and nine months
     ended September 30, 2002.



                                      6







                            PETER KIEWIT SONS', INC.

         Notes to Consolidated Condensed Financial Statements - (Continued)


4.   Change in Accounting Principle:

     Effective December 29, 2002, the Company adopted, as required, the
     provisions of Statement of Financial Accounting Standards No. 143 (SFAS
     143), "Accounting for Asset Retirement Obligations."  SFAS 143
     establishes new reporting standards of accounting for the Company's
     reclamation liability associated with its coal mining operation. The new
     reporting standards require retirement obligations to be measured at
     fair value and displayed as a liability when incurred.  Associated asset
     retirement costs are capitalized as part of the carrying amount of long-
     lived assets and subsequently are expensed over the assets' useful
     lives.  Prior to implementing SFAS 143, reclamation liability was
     provided without regard to the time value of money.

     The cumulative effect of implementing SFAS 143 resulted in an increase
     in net income of $3 million or $.10 per share for the nine months ended
     September 30, 2003.

     The following unaudited pro forma information reflects the Company's
     results for the three and nine months ended September 30, 2003 and 2002
     as if the change had been retroactively applied:

                               Three Months Ended         Nine Months Ended
                                  September 30,              September 30,
                             ----------------------     --------------------
                                2003          2002         2003        2002
                               ------        ------       ------      ------
                               (dollars in millions, except per share data)

     Net income               $    32       $    79      $    76     $   129
                               ======        ======       ======      ======
     Net earnings per share:
       Basic                  $  1.12       $  2.58      $  2.63     $  4.28
                               ======        ======       ======      ======

       Diluted                $  1.08       $  2.46      $  2.53     $  4.08
                               ======        ======       ======      ======

     The following unaudited, pro-forma financial information reflects the
     Company's reclamation liability at December 28, 2002 as if the change
     had been retroactively applied:

                                                            December 28,
                                                                2002
                                                          ----------------
                                                        (dollars in millions)

     Reported reclamation liability, current and
       noncurrent                                         $            11
     Adjustment for SFAS 143                                           (5)
                                                           --------------

     Adjusted reclamation liability, current and
       Noncurrent                                         $             6
                                                           ==============


     Reclamation liabilities incurred, reclamation performed subject to SFAS
     143 and accretion expense were each less than $.5 million for the nine
     months ended September 30, 2003.



                                      7







                            PETER KIEWIT SONS', INC.

        Notes to Consolidated Condensed Financial Statements - (Continued)


5.   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 gives effect to convertible debentures considered to be dilutive
     common stock equivalents.  The potentially dilutive convertible
     debentures are calculated in accordance with the "if converted" method.
     This method assumes that the after-tax interest expense associated with
     the debentures is an addition to income and the debentures are converted
     into equity with the resulting common shares being aggregated with the
     weighted average shares outstanding.

                               Three Months Ended         Nine Months Ended
                                  September 30,              September 30,
                             ----------------------     --------------------
                                2003          2002         2003        2002
                               ------        ------       ------      ------
                               (dollars in millions, except per share data)

Net income available to common
 stockholders                  $   32        $   79       $   79      $   129

Add:  Interest expense, net of tax effect,
 associated with convertible
 debentures                         *             1            *            1
                                -----         -----        -----       ------

Net income for diluted shares  $   32        $   80       $   79      $   130
                                =====         =====        =====       ======

Total number of weighted average shares outstanding used
 to compute basic earnings per share
 (in thousands)                28,546        30,471       28,746       30,074

Additional dilutive shares assuming
 conversion of convertible
 debentures                     1,256         1,612        1,267        1,615
                                -----         -----        -----       ------

Total number of shares used to compute
 diluted earnings per share    29,802        32,083       30,013       31,689
                               ======        ======       ======       ======

Net income:
 Basic earnings per share      $ 1.12        $ 2.59       $ 2.73       $ 4.30
                                =====         =====        =====        =====
 Diluted earnings per share    $ 1.08        $ 2.46       $ 2.63       $ 4.10
                                =====         =====        =====        =====

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



                                        8







                            PETER KIEWIT SONS', INC.

         Notes to Consolidated Condensed Financial Statements - (Continued)


6.   Goodwill and Intangible Assets:

     Amortized intangibles consist of the following at September 30, 2003 and
     December 28, 2002:
<TABLE>

<S>                   <C>             <C>            <C>            <C>
                        September 30, 2003             December 28, 2002
                        -----------------------        -----------------------

                      Gross Carrying  Accumulated    Gross Carrying Accumulated
                        Amount        Amortization     Amount       Amortization
                     --------------  -------------  --------------- ------------
                                            (dollars in millions)

     Coal contracts  $     59       $      (12)  $      59       $       (9)
     Other                  3                -           3                -
                       ------          -------      ------          -------
                     $     62       $      (12)  $      62       $       (9)
                      =======        =========    ========        =========

</TABLE>

     For the three months ended September 30, 2003 and 2002, amortization
     expense recognized on intangibles was $1 million and $1 million,
     respectively.  Amortization expense recognized on intangibles for the
     nine months ended September 30, 2003 and 2002 was $3 million and $3
     million, respectively.

     There were no changes in goodwill during the nine months ended
     September 30, 2003 from the net carrying amount of $27 million at
     December 28, 2002.

7.   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 and nine
     months ended September 30, 2003 and 2002 is as follows:

                                   Three Months Ended      Nine Months Ended
                                      September 30,          September 30,
                                  --------------------     ------------------
                                    2003        2002        2003       2002
                                   ------      ------      ------     ------
                                              (dollars in millions)
     Net income                   $    32     $    79     $    79    $   129
     Other comprehensive income, before tax:
      Unrealized gains (losses) arising
       during period                   (3)         (1)          2         (6)
      Foreign currency translation
       adjustments                      5          (5)         10         (2)
     Income tax (expense) benefit related to
      items of other comprehensive
      income                           (1)          2          (5)         3
                                   ------      ------      ------     ------
     Comprehensive income         $    33     $    75     $    86    $   124
                                   ======      ======      ======     ======



                                          9







                              PETER KIEWIT SONS', INC.

          Notes to Consolidated Condensed Financial Statements - (Continued)


8.   Segment Data:

     The Company primarily operates in the construction industry and
     currently has one reportable operating segment.  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, mass transit and rail); power,
     heat, cooling; commercial buildings; sewage and solid waste; water
     supply/dams; petroleum; mining; and telecommunication infrastructure.
     Sources of revenue for the "other" category consist primarily of the
     Company's coal sales.

     Intersegment sales are recorded at cost.  Operating income 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 for mine management and related coal mining
     operations services is excluded from the segment information that
     follows as it is included in other income on the Consolidated Statement
     of Earnings and not included in operating income.  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
                               September 30, 2003        September 30, 2002
                              --------------------      --------------------
                            Construction     Other    Construction     Other
                            ------------     -----    ------------     -----
                                         (dollars in millions)

Revenue - external customers  $      892    $   12      $    1,121    $   11
                               =========     =====       =========     =====

Depreciation and amortization $       18    $    3      $       20    $    2
                               =========     =====       =========     =====

Operating income              $       51    $    2      $      123    $    2
                               =========     =====       =========     =====

                                Nine Months Ended        Nine Months Ended
                                September 30, 2003       September 30, 2002
                               --------------------     --------------------
                             Construction     Other   Construction     Other
                             ------------     -----   ------------     -----
                                           (dollars in millions)

Revenue - external customers  $    2,578    $   35      $     2,786   $   33
                               =========     =====       ==========    =====

Depreciation and amortization $       56    $   13      $        54   $    7
                               =========     =====       ==========    =====

Operating income              $      105    $    7      $       204   $    9
                               =========     =====       ==========    =====



                                       10







                              PETER KIEWIT SONS', INC.

          Notes to Consolidated Condensed Financial Statements - (Continued)


9.   Other Matters:

     On November 19, 2002, a suit was filed in the District Court, City and
     County of Broomfield, Colorado for an unspecified amount of damages by
     Gary Haegle, derivatively on behalf of Level 3 Communications, Inc.
     ("Level 3"), against Walter Scott, Jr., James Q. Crowe, R. Douglas
     Bradbury, Charles C. Miller, III, Kevin V. O'Hara, Mogens C. Bay,
     William L. Grewcock, Richard Jaros, Robert E. Julian, David C. McCourt,
     Kenneth E. Stinson, Michael B. Yanney, Colin V. K. Williams
     (collectively, the "Level 3 Directors") and PKS.  The suit alleges that
     the Level 3 Directors breached their fiduciary duty with respect to
     various transactions between Level 3 and PKS, and that PKS aided and
     abetted the Level 3 Directors in their alleged breach of fiduciary duty.
     The suit also alleges that PKS exercised improper control over certain
     of the Level 3 Directors.  PKS believes that the factual allegations and
     legal claims made against it are without merit and intends to vigorously
     defend them.

     As previously disclosed, on August 7, 2003, BBC-MEC, a Joint Venture
     (the "Joint Venture"), and its two joint venture partners, including
     Mass. Electric Construction Co., a subsidiary of PKS, received "target
     letters" from the U.S. Department of Justice and the United States
     Attorney for the District of Connecticut ("DOJ"), notifying the Joint
     Venture and its joint venture partners that each is a target of a
     criminal investigation in connection with a certain portion of the work
     performed by the Joint Venture to electrify a high speed rail line from
     New Haven, Connecticut, to Boston, Massachusetts. The target letters
     specified potential violations of various federal statutes based on
     allegations of misconduct in connection with a portion of the work, and
     invited the parties to meet with the DOJ and attempt to resolve the
     matter. The parties did meet on October 23, 2003, and the DOJ was
     provided with pertinent information that it might not have otherwise
     previously considered in its investigation. The Joint Venture and its
     joint venture partners also agreed to cooperate in further testing of
     certain portions of the work. The Joint Venture and its joint venture
     partners continue to believe they have not violated any law in
     connection with the work. The DOJ is also conducting a parallel civil
     investigation relating to certain proposed change orders and
     modifications that were issued in conjunction with the work. Again, the
     Joint Venture and its joint venture partners believe that the change
     orders and modifications are appropriate and in accordance with the
     contract's terms and conditions, and are cooperating in the
     investigation.  The Company is currently unable to determine the impact
     of these investigations upon the future financial position, results of
     operations or cash flows of either the Company or the Joint Venture.

     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.

     During the nine months ended September 30, 2003, the Company recognized
     additional operating income from $16 million of claim settlements on
     sole contract and joint venture projects.  During the nine months ended
     September 30, 2003, the Company also recognized additional operating
     income from a $23 million reduction in a sole contract job loss after an
     agreement was reached with the project owner.

     It is customary in the Company's industry to use various financial
     instruments in the normal course of business.  These instruments include
     items such as letters of credit.  Letters of credit are conditional
     commitments issued on behalf of the Company in accordance with specified
     terms and conditions.  The Company has informal arrangements with a
     number of banks to provide such commitments.  As of September 30, 2003,
     the Company had outstanding letters of credit of approximately $152
     million.

10.  Subsequent Event:

     On October 15, 2003, the Company sold its interest in an investment
     limited partnership for $18 million.  The carrying value of the
     investment at September 30, 2003 was $18 million.



                                      11







                            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.

        Results of Operations - Third Quarter 2003 vs. Third Quarter 2002

     Revenue.

     Revenue for the third quarter of 2003 consisted of $627 million from
sole contracts, $265 million from joint ventures and $12 million from other
sources, primarily coal sales.  Total revenues decreased $228 million or
20.1% from the same period in 2002.  The decrease was primarily attributable
to the completion of significant projects located in Canada and the southwest
and southeast regions of the United States.

     Contract backlog was $3.6 billion and $4.2 billion at September 30, 2003
and December 28, 2002, respectively.  The decrease in backlog is primarily
due to less new work awarded during the nine months ended September 30, 2003
than the historical average for the same period.  Backlog included $2.2
billion for sole contracts and $1.4 billion for the Company's share of joint
ventures at September 30, 2003.  Foreign operations, located primarily in
Canada, represent 6.9% of backlog at September 30, 2003.  Domestic projects
are spread geographically throughout the U.S.  The Company's share of a
highway contract in Colorado and bridge contracts in California and
Washington make up 40% of total backlog at September 30, 2003.

     Margin.

     Margins for the third quarter of 2003 consisted of $71 million from sole
contracts, $30 million from joint ventures and $4 million from other sources.
Total margin decreased $68 million or 39.3% from the same period in 2002.
Total margin as a percentage of revenue for the third quarter of 2003
decreased to 11.6% compared to 15.3% in 2002.  The decreased margin
percentage is primarily attributable to a decrease in claim settlements and
significant increases in job cost overruns. The margin decreases were
partially offset by a reduction in job losses.

     General and Administrative Expenses.

     General and administrative expenses for the third quarter of 2003
increased $9 million from the same period in 2002.  As a percentage of
revenue, general and administrative expenses for the third quarter of 2003
increased to 6.4% compared to 4.3% for the same period in 2002.  Overall, the
Company experienced an increase in general and administrative expenses,
primarily compensation and travel, as a result of several operating offices
expanding to markets outside of their previous territories and an increase in
profit sharing expense.

     Gain on Sale of Operating Assets.

     Net gains on the disposition of property, plant and equipment and other
assets during the third quarter of 2003 increased $5 million from the same
period in 2002.  Gain on sale of operating assets is affected to a large
degree by market conditions and the specific types and quantity of pieces of
equipment sold.



                                        12







     Investment Income and Equity Earnings, net.

     Investment income and equity earnings decreased $1 million for the third
quarter of 2003 from the same period in 2002.  During the third quarter 2002,
the Company recognized a $4 million unrealized holding gain on an investment
in stock warrants which was partially offset by a $2 million unrealized
holding loss on an investment in an investment limited partnership.

     Interest Expense.

     During the third quarter of 2003, the Company recognized $4 million of
look back interest expense (interest related to the timing of revenue
recognition for income tax purposes for completed construction projects).

     Other, net.

     Other income is comprised primarily of mine management fee income.  The
Company's fee is a percentage of adjusted operating income of coal mines
managed, as defined in a mine management agreement.  Fees for these services
for the third quarter of 2003 and 2002 were $1 million and $2 million,
respectively.

     Provision for Income Taxes.

     The effective income tax rates for the third quarter of 2003 and 2002
were 39% and 40%, respectively.  In 2002, the rate differs from the federal
statutory rate of 35% primarily due to state income taxes and costs
capitalized for tax purposes in anticipation of a corporate conversion to a
limited partnership.  In 2003, the rate decreased as the Company abandoned
its pursuit of a potential conversion to a limited partnership and expects to
deduct the accumulated costs during 2003 which were previously capitalized
for tax purposes.

            Results of Operations - Nine Months 2003 vs. Nine Months 2002

     Revenue.

     Revenue for the nine months ended September 30, 2003 consisted of $1,751
million from sole contracts, $827 million from joint ventures and $35 million
from other sources, primarily coal sales.  Total revenues decreased $206
million or 7.3% from the same period in 2002.  The decrease was primarily
attributable to the completion of significant projects located in Canada and
the southwest and southeast regions of the United States.

     Margin.

     Margins for the nine months ended September 30, 2003 consisted of $174
million from sole contracts, $83 million from joint ventures and $13 million
from other sources.  Total margin decreased $78 million or 22.4% from the
same period in 2002.  Total margin as a percentage of revenue for the nine
months ended September 30, 2003 decreased to 10.3% compared to 12.3% in 2002.
The decreased margin percentage is primarily attributable to an increase in
job losses.  The margin decreases were partially offset by an increase in
claim settlements.

     General and Administrative Expenses.

     General and administrative expenses for the nine months ended September
30, 2003 increased $23 million from the same period in 2002.  As a percentage
of revenue, general and administrative expenses for the nine months ended
September 30, 2003 increased to 6.6% compared to 5.3% for the same period in
2002.  Overall, the Company experienced an increase in general and
administrative expenses, primarily compensation and travel, as a result of
several operating offices expanding to markets outside of their previous
territories and an increase in profit sharing expense.



                                       13







     Gain on Sale of Operating Assets.

     Net gains on the disposition of property, plant and equipment and other
assets during the nine months ended September 30, 2003 and 2002 were each $15
million.  Gain on sale of operating assets is affected to a large degree by
market conditions and the specific types and quantity of pieces of equipment
sold.

     Investment Income and Equity Earnings, net.

     Investment income and equity earnings increased $18 million for the nine
months ended September 30, 2003 from the same period in 2002.  The Company
sold its investment in stock warrants during the nine months ended
September 30, 2003 and recognized a $6 million gain (comprised of a $3
million gain on the sale and an unrealized gain of $3 million due to change
in market value prior to the sale) as compared to an $8 million unrealized
holding loss for the same period in 2002. During the nine months ended
September 30, 2002, the Company also recognized a $3 million unrealized
holding loss on an investment in an investment limited partnership.

     Interest Expense.

     During the nine months ended September 30, 2003, the Company recognized
$4 million of look back interest expense (interest related to the timing of
revenue recognition for income tax purposes for completed construction
projects).

     Other, net.

     Other income is comprised primarily of mine management fee income.  The
Company's fee is a percentage of adjusted operating income of coal mines
managed, as defined in a mine management agreement.  Fees for these services
for the nine months ended September 30, 2003 and 2002 were $3 million and $5
million, respectively.  The decrease was primarily attributed to a decrease
in operating income related to restructuring charges incurred at one of the
mines during the nine months ended September 30, 2003.

     Provision for Income Taxes.

     The effective income tax rates for the nine months ended September 30,
2003 and 2002 were 39% and 40%, respectively.  In 2002, the rate differs from
the federal statutory rate of 35% primarily due to state income taxes and
costs capitalized for tax purposes in anticipation of a corporate conversion
to a limited partnership.  In 2003, the rate decreased as the Company
abandoned its pursuit of a potential conversion to a limited partnership and
expects to deduct the accumulated costs during 2003 which were previously
capitalized for tax purposes.

        Financial Condition - September 30, 2003 vs. December 28, 2002

     Cash and cash equivalents increased $12 million to $287 million at
September 30, 2003 from $275 million at December 28, 2002.  The increase
reflects net cash provided by operations of $150 million and effect of
exchange rates of $7 million, offset by net cash used in investing activities
of $48 million and $97 million used in financing activities.

     Net cash provided by operating activities for the nine months ended
September 30, 2003 increased by $139 million to $150 million as compared to
the same period in 2002.  This increase was primarily due to the collection
of accounts receivable on certain significant projects and an increase in
distributions from construction joint ventures.  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 nine months ended
September 30, 2003 decreased by $54 million to $48 million as compared to the
same period in 2002.  This decrease was due primarily to proceeds received
from the sale of stock warrants during 2003 of $22 million, a decrease in
purchases of securities of $21 million, a $17 million decrease in
acquisitions and a decrease of cash used for capital expenditures of $5
million.  This decrease was partially offset by a reduction in proceeds from
sales and maturities of available-for-sale securities of $10 million.



                                       14







     Capital spending varies due to the nature and timing of jobs awarded.
Management does not expect any material changes to capital spending.
Acquisitions depend largely on market conditions.

     Net cash used in financing activities for the nine months ended
September 30, 2003 increased by $62 million to $97 million as compared to the
same time period in 2002.  This increase was primarily due to the timing of
common stock sales, which did not occur until October 2003, and an increase
in repurchases of common stock of $34 million due primarily to stockholder
retirements.

     Liquidity.

     During the nine months ended September 30, 2003 and 2002, the Company
expended $95 million and $117 million, respectively, on capital expenditures
and acquisitions, net of cash acquired.  The Company anticipates that its
future cash requirements for capital expenditures and acquisitions will not
change significantly from these historical amounts.  Cash generated by joint
ventures, while readily available, historically is not distributed to
partners until the liabilities and commitments of the joint ventures have
been substantially satisfied.  Other long-term liquidity uses include the
payment of income taxes and the payment of dividends.  As of September 30,
2003, 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
$10 million.  PKS paid dividends during the nine months ended September 30,
2003 and 2002 of $22 million and $21 million, respectively.  These amounts
were determined by the Board of Directors and were paid in January and May of
each such year.  The Company also has the commitment to repurchase Common
Stock at any time during the year from shareholders.

     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 satisfactory terms.  The Company believes that, to the
extent necessary, it will likewise be able to borrow funds on acceptable
terms for the foreseeable future.

     Other.

     The Company recognized revenue of $3 million and $33 million for the
three and nine months ended September 30, 2002, respectively, and $2 million
and $4 million for the three and nine months ended September 30, 2003,
respectively, in connection with construction, mine management and other
services provided by the Company to Level 3 Communications, Inc.  As of
December 28, 2002 and September 30, 2003, accounts receivable from Level 3
Communications, Inc. were $30 million and $-, respectively.  Two members of
the Company's board of directors are currently also directors of Level 3
Communications, Inc.

Item 3.     Quantitative and Qualitative Disclosure about Market Risk.

     The Company holds a diversified portfolio of investments that includes
cash, high quality commercial paper with maturities of less than 90 days, US
Government debt obligations and money market, stock and bond mutual funds.
Except for cash, each of these investments is subject, in varying degrees, to
market risks, interest rate risks, economic risks and credit risks.  These
risks, among others, can result in loss of principal.  The majority of the
Company's investments consist of holdings in a money market mutual fund.

     As of September 30, 2003, the Company was a limited partner in an
investment limited partnership.  The Company sold its investment in the
investment limited partnership during October 2003 for $18 million.  The
carrying value of the investment at September 30, 2003 was $18 million.

                                    15







Item 4.     Controls and Procedures.

     As required by Exchange Act Rule 13a-15(b), PKS management, including
the Chief Executive Officer and Chief Financial Officer, conducted an
evaluation as of the end of the period covered by this report, of the
effectiveness of the Company's disclosure controls and procedures as defined
in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective as of the end of the period covered by
this report. As required by Exchange Act Rule 13a-15(d), PKS' management,
including the Chief Executive Officer and Chief Financial Officer, also
conducted an evaluation of the Company's internal control over financial
reporting to determine whether any changes occurred during the quarter
covered by this report that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting. Based on that evaluation, there has been no such change during the
quarter covered by this report.


                                      16







                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.

     As previously disclosed, on August 7, 2003, BBC-MEC, a Joint Venture
(the "Joint Venture"), and its two joint venture partners, including Mass.
Electric Construction Co., a subsidiary of PKS, received "target letters"
from the U.S. Department of Justice and the United States Attorney for the
District of Connecticut ("DOJ"), notifying the Joint Venture and its joint
venture partners that each is a target of a criminal investigation in
connection with a certain portion of the work performed by the Joint Venture
to electrify a high speed rail line from New Haven, Connecticut, to Boston,
Massachusetts. The target letters specified potential violations of various
federal statutes based on allegations of misconduct in connection with a
portion of the work, and invited the parties to meet with the DOJ and attempt
to resolve the matter. The parties did meet on October 23, 2003, and the DOJ
was provided with pertinent information that it might not have otherwise
previously considered in its investigation. The Joint Venture and its joint
venture partners also agreed to cooperate in further testing of certain
portions of the work. The Joint Venture and its joint venture partners
continue to believe they have not violated any law in connection with the
work. The DOJ is also conducting a parallel civil investigation relating to
certain proposed change orders and modifications that were issued in
conjunction with the work. Again, the Joint Venture and its joint venture
partners believe that the change orders and modifications are appropriate and
in accordance with the contract's terms and conditions, and are cooperating
in the investigation.

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

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

            15.1  Letter re unaudited interim financial information.
            31.1  Rule 15d-14(a) Certification of Chief Executive Officer
            31.2  Rule 15d-14(a) Certification of Chief Financial Officer
            32    Section 1350 Certification of Chief Executive Officer and
                  Chief Financial Officer.

       (b)  Reports on Form 8-K.

        Current Report on Form 8-K dated June 25, 2003 reporting the dismissal
of PKS from an action brought by Kansas City Power & Light, which Report was
filed with the Securities and Exchange Commission on July 2, 2003.

                                 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.

Date:  November 13, 2003           PETER KIEWIT SONS', INC.



                                   /s/  Michael J. Piechoski
                                   Michael J. Piechoski
                                   Vice President and Chief Financial Officer



                                       17