UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                  FORM 10-Q

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


For the quarterly period ended                           Commission file number
March 31, 2002                                                   000-23943


                                 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 14, 2002:

Title of Class                                        Shares Outstanding
Common Stock, $0.01 par value                              29,726,685


_______________________________________________________________________________

                             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, 2002 and 2001                                                  1

Consolidated Condensed Balance Sheets as of March 31, 2002 and
   December 29, 2001                                                        2

Consolidated Condensed Statements of Cash Flows for the three months ended
   March 31, 2002 and 2001                                                  3

Notes to Consolidated Condensed Financial Statements                        4


Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.                                          11

Item 3.  Quantitative and Qualitative Disclosure about Market Risk.        16

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 17

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

Signatures                                                                 17

                                    Page i
_______________________________________________________________________________



                             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)              2002             2001
-------------------------------------------------------------------------------

Revenue                                                  $ 809           $ 972
Cost of revenue                                           (748)           (926)
                                                          ----            ----
                                                            61              46

General and administrative expenses                        (51)            (48)
Gain on sale of operating assets                            10               4
                                                          ----            ----

Operating earnings                                          20               2

Other income (expense):
   Investment income and equity earnings, net               (7)              5
   Interest expense                                         (1)              -
   Other, net                                                4               3
                                                          ----            ----
                                                            (4)              8
                                                          ----            ----

Earnings before income taxes and minority interest          16              10

Minority interest in net earnings of subsidiaries,
  net of tax                                                -               (1)

Provision for income taxes                                 (6)              (4)
                                                         ----             ----

Net earnings                                            $  10            $   5
                                                         ====             ====

Net earnings per share:
  Basic                                                 $ .32            $ .17
                                                         ====             ====

  Diluted                                               $ .31            $ .16
                                                         ====             ====
See accompanying notes to consolidated condensed financial statements.

                                           Page 1
_______________________________________________________________________________



                                   PETER KIEWIT SONS', INC.

                             Consolidated Condensed Balance Sheets

                                                       March 31,   December 29,
                                                         2002          2001
(dollars in millions)                                (unaudited)
-------------------------------------------------------------------------------
Assets

Current assets:

  Cash and cash equivalents                            $  122          $  216
  Investments                                             125             108
  Receivables, less allowance of $7 and $7                458             544
  Unbilled contract revenue                               142             115
  Contract costs in excess of related revenue              28              41
  Investment in construction joint ventures               144             112
  Deferred income taxes                                    68              59
  Other                                                    23              12
                                                        -----           -----
Total current assets                                    1,110           1,207

Property, plant and equipment, less accumulated
  depreciation and amortization of $441 and $446          313             285
Other assets                                              101             102
                                                        -----           -----

                                                       $1,524          $1,594
                                                        =====           =====

Liabilities and Redeemable Common Stock

Current liabilities:
  Accounts payable, including retainage of $64 and $63 $  193          $  242
  Current portion of long-term debt                         1               1
  Accrued costs on construction contracts                 194             154
  Billings in excess of related costs and earnings        137             145
  Accrued insurance costs                                  69              65
  Accrued payroll                                          19              32
  Other                                                    25              39
                                                        -----           -----
Total current liabilities                                 638             678

Long-term debt, less current portion                       25              25
Deferred income taxes                                      30              30
Accrued reclamation                                        10              10

Minority interest                                          15              16

Preferred stock, no par value, 250,000 shares authorized,
  no shares outstanding                                     -               -
Redeemable common stock ($641 million and $679 million
  aggregate redemption value):
  Common stock, $.01 par value, 125 million shares
    authorized 29,834,455 and 31,588,125 outstanding        -               -
  Additional paid-in capital                              194             206
  Accumulated other comprehensive loss                    (11)            (11)
  Retained earnings                                       623             640
                                                        -----           -----
Total redeemable common stock                             806             835
                                                        -----           -----
                                                       $1,524          $1,594
                                                        =====           =====

See accompanying notes to consolidated condensed financial statements.
                                           Page 2
_______________________________________________________________________________


                                   PETER KIEWIT SONS', INC.

                      Consolidated Condensed Statements of Cash Flows
                                         (unaudited)


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

Cash flows from operations:
  Net cash provided by (used in) operations            $   7             $ (33)

Cash flows from investing activities:
  Purchases of available-for-sale securities             (19)                -
  Additions to notes receivable                            -                (1)
  Payments received on notes receivable                    1                 -
  Proceeds from sales of property, plant and equipment    13                 5
  Capital expenditures                                   (49)              (18)
                                                        ----              ----
      Net cash used in investing activities              (54)              (14)

Cash flows from financing activities:
  Repurchases of common stock                            (38)              (45)
  Dividends paid                                          (9)               (9)
                                                         ---             -----
      Net cash used in financing activities              (47)              (54)
                                                        ----             -----

Net decrease in cash and cash equivalents                (94)             (101)

Cash and cash equivalents at beginning of period         216               302
                                                        ----              ----

Cash and cash equivalents at end of period             $ 122             $ 201
                                                        ====              ====

See accompanying notes to consolidated condensed financial statements.
                                     Page 3
_______________________________________________________________________________


                           PETER KIEWIT SONS', INC.

             Notes to Consolidated Condensed Financial Statements

1.  Basis of Presentation:

The consolidated condensed balance sheet of Peter Kiewit Sons', Inc. (the
"Company") at December 29, 2001 has been condensed from the Company's audited
balance sheet as of that date.  All other financial statements contained herein
are unaudited and, in the opinion of management, contain all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of financial position and results of operations 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.

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

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

2.  Acquisitions:

On July 31, 2001, a subsidiary of the Company merged with General Construction
Company ("GCC") a marine construction business located in Poulsbo, Washington,
pursuant to which the Company acquired 100% of the outstanding common stock of
GCC for $48 million.  The results of GCC's operations have been included in the
consolidated financial statements since that date.  The merger occurred as part
of the Company's plan to expand its businesses.

The following table summarizes the estimated fair value of the GCC assets
acquired and liabilities assumed at the date of acquisition.

                                                                    As of
(dollars in millions)                                            July 31, 2001
------------------------------------------------------------------------------

Current assets                                                      $ 28
Property and equipment                                                36
Non-tax deductible goodwill                                           18
                                                                     ---
    Total assets acquired                                             82
                                                                     ---

Current liabilities                                                   20
Long-term debt                                                         5
Deferred taxes                                                         9
                                                                     ---
    Total liabilities assumed                                         34
                                                                     ---

    Net assets acquired                                             $ 48
                                                                     ===

                                         Page 4
_______________________________________________________________________________


                       PETER KIEWIT SONS', INC.

        Notes to Consolidated Condensed Financial Statements - (Continued)


2.  Acquisitions, Continued:

The following unaudited, pro-forma financial information assumes the
acquisition occurred at the beginning of 2001.  These results have been
prepared for comparative purposes only and do not purport to be indicative
of what would have occurred had the acquisition been made at the beginning of
2001, or the results which may occur in the future.

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

Revenue                                                  $  809       $1,001
                                                          =====        =====
Net earnings                                             $   10       $    4
                                                          =====        =====
Net earnings per share:
  Basic                                                  $  .32       $  .15
                                                          =====        =====
  Diluted                                                $  .31       $  .15
                                                          =====        =====

3.  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
                                                               March 31,
                                                          ------------------
                                                           2002         2001
                                                         ------       ------

Net earnings available to common stockholders
  (in millions)                                         $    10      $     5

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

Net earnings for diluted shares                         $    10      $     5
                                                         ======       ======

Total number of weighted average shares outstanding used
  to compute basic earnings per share (in thousands)     29,983       29,860

Additional dilutive shares assuming
  conversion of convertible debentures                    1,617        1,367

Total number of shares used to compute
  diluted earnings per share                             31,600       31,227
                                                         ======       ======

Net earnings:
  Basic earnings per share                              $   .32      $   .17
                                                         ======       ======

  Diluted earnings per share                            $   .31      $   .16
                                                         ======       ======

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

                                              Page 5
_______________________________________________________________________________


                          PETER KIEWIT SONS', INC.

Notes to Consolidated Condensed Financial Statements - (Continued)


4.  Financial Instruments:

Receivables at March 31, 2002 and December 29, 2001 include approximately $132
million and $155 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 $47 million and $59 million, respectively, of
securities which are being held by the owners of various construction projects
in lieu of retainage, which are not yet due.  Also included in accounts
receivable are $1 million and $1 million, respectively, of securities held by
the owners which are now due as the contracts are completed.  Securities in the
amount of $34 million and $37 million are carried at fair value which is
determined based on quoted market prices for the securities on hand or for
similar investments.  Net unrealized holding gains and losses, if any, are
reported as a separate component of accumulated other comprehensive income, net
of tax.  Securities in the amount of $14 million and $23 million relate to
stock warrants which are carried at fair value.  Such fair value is based on a
valuation model.  Unrealized gains and losses are recognized as a component of
investment income in the Consolidated Condensed Statements of Earnings.

5.  Goodwill and Intangible Assets:

Amortized intangibles consist of the following at March 31, 2002 and
December 29, 2001:

                          March 31, 2002                  December 29, 2001
                   ----------------------------     ----------------------------
                   Gross Carrying   Accumulated     Gross Carrying   Accumulated
(dollars in millions)   Amount     Amortization          Amount     Amortization
--------------------------------------------------------------------------------

Coal contracts        $   59          $   (6)          $   59          $   (5)
Other                      3               -                3               -
                       -----           -----            -----           -----
                      $   62          $   (6)          $   62          $   (5)
                       =====           =====            =====           =====

Amortization expense recognized on intangibles for the three months ended
March 31, 2002 and 2001 were $1 million and $1 million, respectively.

Future amortization expense is estimated to be $4 million for each of the
fiscal years ended 2002-2006.

There were no changes in goodwill at March 31, 2002 from the net carrying
amount of $25 million at December 29, 2001.

                                         Page 6
_______________________________________________________________________________


                             PETER KIEWIT SONS', INC.

Notes to Consolidated Condensed Financial Statements - (Continued)


5.  Goodwill and Intangible Assets, Continued:


Following are net earnings and earnings per share as adjusted for the adoption
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets", for the three months ended March 31, 2002 and 2001:

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

Reported net earnings                                        $  10         $   5
Add back:  Goodwill amortization, net of tax                     -             *
                                                              ----          ----

Adjusted net earnings                                        $  10         $   5
                                                              ====          ====

Basic earnings per share:
  Reported net earnings                                      $ .32         $ .17
  Goodwill amortization, net of tax                             -            .01
                                                              ----          ----

  Adjusted net earnings                                      $ .32         $ .18
                                                              ====          ====

Diluted earnings per share:
  Reported net earnings                                      $ .31         $ .16
  Goodwill amortization, net of tax                              -           .01
                                                              ----          ----

  Adjusted net earnings                                      $ .31         $ .17
                                                              ====          ====

* Goodwill amortization, net of tax was less than $.5 million

                                                Page 7
_______________________________________________________________________________


                                  PETER KIEWIT SONS', INC.

Notes to Consolidated Condensed Financial Statements - (Continued)

6.  Comprehensive Income:

Comprehensive income includes net income, unrealized gains (losses) on
securities and foreign currency translation adjustments which are charged or
credited to the cumulative translation account within Redeemable Common Stock.
Comprehensive income for the three months ended March 31, 2002 and 2001 is as
follows:

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

Net earnings                                                $ 10          $  5
Other comprehensive income, before tax:
  Unrealized losses arising during period                     (2)            -
  Foreign currency translation adjustments                     -            (4)
  Income tax benefit related to items of other
    comprehensive income                                       1             1
                                                             ---           ---
Comprehensive income                                        $  9          $  2
                                                             ===           ===

7.  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, railroads and mass
transit), commercial buildings, water supply, sewage and waste disposal, dams,
mining, power, telecommunication infrastructure, heating and cooling, and oil
and gas.

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

                                       Three Months Ended     Three Months Ended
                                         March 31, 2002          March 31, 2001
                                      -------------------    -------------------
(dollars in millions)                 Construction  Other    Construction  Other
--------------------------------------------------------------------------------

Revenue - external customers             $797       $ 12        $962       $ 10
                                          ===        ===         ===        ===
Operating (loss) earnings                $ 16       $  4        $ (1)      $  3
                                          ===        ===         ===        ===

During the three months ended March 31, 2001, the Company earned 29.7% of
revenues from Level 3 Communications, Inc.

                                            Page 8
_______________________________________________________________________________


                             PETER KIEWIT SONS', INC.

Notes to Consolidated Condensed Financial Statements - (Continued)

8.  Other Matters:

    Materials Spin-Off:

On September 30, 2000, the Company distributed all of the 32,288,840 shares of
common stock of its former subsidiary, Kiewit Materials Company ("Materials"),
it then held to stockholders of the Company in a Spin-off (the "Materials Spin-
off").  As a result of the Materials Spin-off, the Company and Materials now
operate as two separate independent companies.

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

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

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

     Other:

On April 25, 2001, Bibb and Associates, Inc. ("Bibb"), a subsidiary of the
Company, was served with a complaint (the "Complaint") filed in the Circuit
Court of Jackson County, Missouri (the "Court"), in an action brought by Kansas
City Power & Light ("KCPL") with respect to a January 13, 1999 explosion at
KCPL's Hawthorn No. 5 power plant.  The Complaint lists a total of 13
defendants, and generally alleges as to Bibb, strict liability, negligence,
professional gross negligence, fraud, negligent misrepresentation and
wrongful inducement to contract.  The Complaint also names the Company, and
alleges that the Company is either the alter ego of Bibb or the successor to
Bibb's liability.  The Complaint alleges damages in excess of $450 million
including property damage, costs of replacement of power and lost profits.  On
October 18, 2001, the Company filed a motion to dismiss the action for lack of
personal jurisdiction.  During February 2002, the Company's motion was
overruled, and the Court ordered the parties to proceed with discovery.

The Company believes that the factual allegations and legal claims asserted
against Bibb and the Company by KCPL are without merit and intends to
vigorously defend them.

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.

                                          Page 9
_______________________________________________________________________________


                                 PETER KIEWIT SONS', INC.

              Notes to Consolidated Condensed Financial Statements - (Continued)


9.  Recent Accounting Pronouncements:

In June 2001, the FASB issued SFAS No. 143 (SFAS 143), "Accounting for Asset
Retirement Obligations".  SFAS 143 applies to legal obligations associated with
the retirement of long-lived assets that result from the acquisition,
construction, development of normal operation of a long-lived asset.  The
provisions of SFAS 143 will be effective for fiscal years beginning after
June 15, 2002.  Under SFAS 143:  (1) retirement obligations, measured at fair
value, will be recognized when they are incurred and displayed as liabilities,
and (2) the associated asset retirement costs will be capitalized as part of
the carrying amount of the long-lived asset and subsequently allocated to
expense over the asset's useful life.

The Company does not anticipate the adoption of SFAS No. 143 to have a material
effect on its consolidated financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144 (SFAS 144), "Accounting for the
Impairment or Disposal of Long-Lived Assets" which supersedes both FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-lived Assets to be Disposed Of" and the accounting and reporting
provisions of APB Opinion No. 30 (Opinion 30), "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions", for
the disposal of a segment of a business (as previously defined in that
Opinion).  SFAS 144 retains the fundamental provisions in SFAS 121 for
recognizing and measuring impairment losses on long-lived assets held for use
and long-lived assets to be disposed of by sale, while also resolving
significant implementation issues associated with SFAS 121.  For example, SFAS
144 provides guidance on how a long-lived asset that is used as part of a group
should be evaluated for impairment, establishes criteria for when a long-lived
asset is held for sale, and prescribes the accounting for a long-lived asset
that will be disposed of other than by sale.  SFAS 144 retains the basic
provisions of Opinion 30 on how to present discontinued operations in the
income statement but broadens that presentation to include a component of an
entity (rather than a segment of a business).  Unlike SFAS 121, an impairment
assessment under SFAS 144 will never result in a write-down of goodwill.
Rather, goodwill is evaluated for impairment under SFAS No. 142, "Goodwill and
Other Intangible Assets".

The Company adopted SFAS 144 this year.  Adoption of SFAS 144 has not had a
material impact on the Company's financial statements

                                        Page 10
_______________________________________________________________________________

                               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 - First Quarter 2002 vs. First Quarter 2001

Revenue.

Revenue for the three months ended March 31, 2002 consisted of $608 million
from sole contracts and $189 million from joint ventures.  Total revenues
decreased $163 million or 17% from the same period in 2001.  The decrease was
primarily attributed to a $248 million reduction in revenue earned on a
significant fiber optic project for the three months ended March 31, 2002 from
the same period in 2001.  This project was substantially complete at the end of
2001.  Partially offsetting the decrease were increases in other sole contract
projects of $35 million and joint venture projects of $48 million.  These
increases are primarily attributed to projects awarded to the Company during
the years 2000 and 2001.

Contract backlog at March 31, 2002 increased to $4.7 billion from $4.2 billion
at December 29, 2001. Foreign operations, located primarily in Canada,
represent 2.7% of backlog.  Domestic projects are spread geographically
throughout the U.S.  The Company's share of a large highway contract in
Colorado makes up 18% of total backlog.

Margin.

Margins for the three months ended March 31, 2002 consisted of $34 million
from sole contracts, $22 million from joint ventures and $5 million from other
sources.  Total margin increased $15 million or 33% from the same period in
2001.  Construction margin, as a percentage of revenue, excluding the
significant fiber optic project, for the three months ended March 31, 2002
increased to 6.5% compared to 5.6% in 2001.  The increased margin, is
primarily attributable to a reduction in joint venture losses for the three
months ended March 31, 2002 which was partially offset by increased cost
overruns on several sole contracts.  Margins on a significant fiber optic
project increased $3 million for the three months ended March 31, 2002 as
compared to the same period in 2001.  The increase was due to revenues earned
on a settlement reached in December 2001 that significantly impacted the final
margin on the contract.

General and Administrative Expenses.

General and administrative expenses for the three months ended March 31, 2002
increased $3 million to $51 million compared to 2001.  As a percentage of
revenue, general and administrative expenses for the three months ended
March 31, 2002 increased to 6.3% compared to 4.9% for the same period in 2001.
This increase was primarily attributed to the acquisition of a marine
construction operation in Washington State on July 31, 2001 and a new
operating office established in Colorado during 2001.  Revenue at the new office
location lagged the related administrative costs associated with its start-up
and the Company has not experienced a decrease in general and administrative
costs in relation to its decrease in revenue.

                                           Page 11
_______________________________________________________________________________

Gain on Sale of Operating Assets.

Net gains on the disposition of property, plant and equipment and other assets
increased to $10 million during the three months ended March 31, 2002 from $4
million the same period in 2001.  The increase was due to additional sales of
excess construction equipment.

Investment Income and Equity Earnings, net.

Investment income and equity earnings decreased $12 million for the three
months ended March 31, 2002 from the same period in 2001.  During the first
quarter 2002, the Company recognized a $9 million unrealized holding loss on
its investment in stock warrants acquired in December 2001.  The Company also
experienced a decline in interest rates earned on money market funds from
approximately 6% for the three months ended March 31, 2002 to less than 2% from
the same period in 2001.  Another contributing factor was the change in the
Company's portfolio mix from primarily interest-bearing money market funds
during the first quarter 2001 to a diversified portfolio that includes bond
and stock mutual funds that primarily recognize changes in market value as a
separate component of accumulated other comprehensive income.

Other, net.

Other income is comprised primarily of mine management fee income.  Fees for
these services for the three months ended March 31, 2002 and 2001 were each $2
million.  The Company's fee is a percentage of adjusted operating earnings of
coal mines managed, as defined in a mine management agreement.  The mines earn
the majority of their revenues under long-term contracts.  The remainder of the
mines' sales are made on the spot market where prices are substantially lower
than those of the long-term contracts.

Provision for income taxes.

The effective income tax rate for the three months ended March 31, 2002 and
2001 was 40%.  This rate differs from the federal statutory rate of 35%
primarily due to state income taxes.

                                    Page 12
_______________________________________________________________________________

            Financial Condition - March 31, 2002 vs. December 29, 2001

Cash and cash equivalents decreased $94 million to $122 million at March 31,
2002 from $216 million at December 29, 2001.  The decrease reflects net cash
provided by operations of $7 million; offset by net cash used in investing
activities of $54 million and $47 million used in financing activities.

Net cash provided by operating activities for the three months ended March 31,
2002 increased by $40 million to $7 million as compared to the same period in
2001.  This increase was primarily due to decreased working capital
requirements for construction contracts.  Accounts receivable decreased $86
million primarily due to $70 million cash received on a settlement reached in
December 2001.  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 three months ended March 31, 2002
increased by $40 million to $54 million as compared to the same period in 2001.
This increase was due primarily to an increase of cash used for higher capital
expenditures of $31 million, predominately related to the continued development
of an operating office in Texas, and purchases of securities of $19 million.
This increase was primarily offset by additional proceeds from sales of
property, plant and equipment of $8 million.

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 three months ended March 31, 2002
decreased by $7 million to $47 million as compared to the same time period in
2001.  This decrease was due to a reduction in repurchases of common stock of
$7 million.

Liquidity.

The Company continues to explore opportunities to expand and develop new
businesses and anticipates investing between $50 and $100 million annually to
expand its operations.  Other long-term liquidity uses include the payment of
income taxes and the payment of dividends.  As of March 31, 2002, the Company
had no material firm binding purchase commitments related to its investments
other than meeting the normal course of business needs of its construction
joint ventures.  The current portion of long-term debt is $1 million.  The
Company paid dividends during the three months ended March 31, 2002 and 2001
of $9 million and $9 million, respectively.  These amounts were determined by
the Board of Directors and were paid in January of each such year.  The Company
also has the commitment to repurchase 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
terms satisfactory to it.  The Company believes that, to the extent necessary,
it will likewise be able to borrow funds on acceptable terms for the
foreseeable future.

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Critical Accounting Policies.

     Construction Contracts:

The Company operates as a general contractor throughout North America and
engages in various types of construction projects for both public and private
owners.  Credit risk is minimal with public (government) owners since
the Company ascertains that funds have been appropriated by the governmental
project owner prior to commencing work on public projects.  Most public
contracts are subject to termination at the election of the government.
However, in the event of termination, the Company is entitled to receive the
contract price on completed work and reimbursement of termination-related
costs.  Credit risk with private owners is minimized because of statutory
mechanics liens, which give the Company high priority in the event of lien
foreclosures following financial difficulties of private owners.

The construction industry is highly competitive and lacks firms with dominant
market power.  A substantial portion of the Company's business involves
construction contracts obtained through competitive bidding.  The volume
and profitability of the Company's construction work depends to a significant
extent upon the general state of the economies of North America and the volume
of work available to contractors.  The Company's construction operations
could be adversely affected by labor stoppages or shortages, adverse weather
conditions, shortages of supplies or other governmental action.

The Company uses the percentage of completion method of accounting on long-term
construction contracts.  For fixed-price construction contracts, an estimated
percentage of completion for each contract, as determined by the Company's
engineering estimate based on the amount of work performed, is applied to total
estimated revenue.  For cost-plus construction contracts, the percentage of
completion, based upon costs incurred divided by projected costs, is applied to
total estimated profit.  Provision is made for the entire amount of future
estimated losses on construction contracts in progress; claims for additional
contract compensation, however, are not reflected in the accounts until the
period in which such claims are settled.  Revisions in cost and profit
estimates during the course of the work are reflected in the accounting period
in which the facts which require the revision become known.  It is at least
reasonably possible that cost and profit estimates will be revised in the near-
term.

In accordance with industry practice, amounts realizable and payable under
contracts which may extend beyond one year are included in current assets and
liabilities.

     Investments:

The Company continually evaluates its investments for other than temporary
declines in value.  Several factors analyzed in evaluating investments
including an analysis of the company, its industry, valuation levels and
subsequent developments.  Unrealized losses that are determined to be other
than temporary are recognized in earnings.

Included in accounts receivable retainage are securities in the amount of $14
million that relate to stock warrants which are carried at fair value.  Such
fair value is estimated based on a valuation model.  Unrealized gains and
losses are recognized as a component of investment income in the Consolidated
Statement of Earnings.

     Construction Joint Ventures:

The Company has entered into a number of construction joint venture
arrangements which are accounted for under the equity method in the balance
sheet and on a pro rata basis in the statement of earnings.  Under these
arrangements, if one venturer is financially unable to bear its share of the
costs, the other venturers will be required to pay those costs.

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     Property, Plant and Equipment:

Property, plant and equipment are recorded at cost.  Depreciation for the
majority of the Company's property, plant and equipment is calculated using
accelerated methods.  The estimated useful lives of the Company's property,
plant and equipment are as follows:

                       Buildings            5 - 39 years
                       Equipment            3 - 20 years

A change in depreciation methods or estimated useful lives could have a
significant impact to earnings.

     Accrued Insurance Costs:

The Company is self-insured for certain general, auto and worker's compensation
claims, and accrues for the estimated ultimate liability for incurred losses,
both reported and unreported.  The Company bases its estimate of loss on
historic trends modified for recent events.  It is at least reasonably possible
that the estimate of ultimate liability will be revised in the near-term.

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Item 3.  Quantitative and Qualitative Disclosure about Market Risk.

The Company holds a diversified portfolio of investments that includes cash,
high quality commercial paper of maturities less than 90 days, US Government
debt obligations and money market, stock and bond mutual funds and stock
warrants.  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.

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

Stock warrants are accounted for under SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities".  The value of the warrants is primarily
based on the volatility of the underlying stock, the price of the underlying
stock and the time period until the warrants expire.  The risk to the value of
the stock warrants predominately relates to the potential change in volatility
and price of the underlying stock.

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                                 PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

On April 25, 2001, Bibb and Associates, Inc. ("Bibb"), a subsidiary of the
Company, was served with a complaint (the "Complaint") filed in the Circuit
Court of Jackson County, Missouri (the "Court"), in an action brought by Kansas
City Power & Light ("KCPL") with respect to a January 13, 1999 explosion at
KCPL's Hawthorn No. 5 power plant.  The Complaint lists a total of 13
defendants, and generally alleges as to Bibb, strict liability, negligence,
professional gross negligence, fraud, negligent misrepresentation and wrongful
inducement to contract.  The Complaint also names the Company, and alleges that
the Company is either the alter ego of Bibb or the successor to Bibb's
liability.  The Complaint alleges damages in excess of $450 million including
property damage, costs of replacement of power and lost profits.  On
October 18, 2001, the Company filed a motion to dismiss the action for lack of
personal jurisdiction.  During February 2002, the Company's motion was
overruled, and the Court ordered the parties to proceed with discovery.

The Company believes that the factual allegations and legal claims asserted
against Bibb and the Company by KCPL are without merit and intends to
vigorously defend them.


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

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

         None

         (b)  Reports on Form 8-K.

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

                                       SIGNATURES

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

                                              PETER KIEWIT SONS', INC.





Date: May 14, 2002                            /s/  Michael J. Piechoski
                                              -------------------------
                                                Michael J. Piechoski
                                              Vice President and Principal
                                                 Financial Officer

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