UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM 10-K

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

For the fiscal year ended                              Commission file number
December 27, 1997                                            333-34627


                           PKS HOLDINGS, INC.
          (Exact name of registrant as specified in its charter)

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


1000 Kiewit Plaza, Omaha Nebraska                                68131
(Address of principal executive offices)                    (Zip Code)


                           (402) 342-2052
        (Registrant's telephone number, including area code)

      Securities registered pursuant to Section 12(b) of the Act:
                               None

      Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock, par value $0.01

	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 if disclosure of delinquent 
filers pursuant to Item 405 of Regulation S-K is not 
contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in 
Part III of this Form 10-K or any amendment to this 
Form 10-K. [X]

	The registrant's stock is not publicly traded, and 
therefore, there is no ascertainable market value of 
voting stock held by nonaffiliates.

	100 shares of the registrant's $0.01 par value 
Common Stock were issued and outstanding on March 26, 
1998.

	THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN 
GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND 
IS THEREFORE FILING THIS FORM WITH THE REDUCED 
DISCLOSURE FORMAT.



                         TABLE OF CONTENTS


                                                            Page
Part I
Item 1. Business	                                             1
Item 2. Properties	                                           1
Item 3. Legal Proceedings	                                    1
Item 4. Submissions of Matters to a Vote of Security Holders	 1

Part II
Item 5. Market for Registrant's Common Equity and 
        Related Stockholder Matters	                          2
Item 6. Selected Financial Data	                              2
Item 7. Management's Discussion and Analysis of 
        Financial Condition and Results of Operations	        2
Item 8. Financial Statements and Supplementary Data	          3
Item 9. Changes in and Disagreements with Accountants 
        on Accounting and Financial Disclosure	               9

Part III
Item 10.Directors and Executive Officers of the Registrant	   9
Item 11.Executive Compensation	                               9
Item 12.Security Ownership of Certain Beneficial 
        Owners and Management	                                9
Item 13.Certain Relationships and Related Transactions	       9

Part IV
Item 14.Exhibits, Financial Statement Schedules, 
        and Reports on Form 8-K	                              9


                               PART I


Item 1.		Business.

	PKS Holdings, Inc. (the "Company") is a holding 
company which was incorporated in Delaware in August, 
1997. The Company has its principal executive offices 
at 1000 Kiewit Plaza, Omaha, Nebraska 68131 (telephone 
number (402) 342-2052). The Company was formed by its 
parent, Peter Kiewit Sons', Inc. ("PKS") in 
connection with a transaction (the "Transaction") 
intended to separate the construction business and the 
diversified business of PKS into two independent 
companies. Upon consummation of the Transaction, the 
Company will be a separate, independent company from 
PKS, conducting PKS' historical construction business 
through PKS' former subsidiary, Kiewit Construction 
Group Inc. ("KCG").

	KCG is one of the largest construction contractors 
in North America. KCG and its subsidiaries and joint 
ventures perform construction services for a broad 
range of public and private customers, primarily in 
the United States and Canada. KCG primarily performs 
its services as a general contractor. As a general 
contractor, KCG is responsible for the overall 
direction and management of construction projects and 
for completion of each contract in accordance with 
terms, plans and specifications. KCG plans and 
schedules the projects, procures materials, hires 
workers as needed, and awards subcontracts.

	Several of KCG's subsidiaries, primarily in 
Arizona and Oregon, produce construction materials, 
including ready-mix concrete, asphalt, sand and 
gravel. KCG also has quarry operations in New Mexico 
and Wyoming, which produce landscaping materials and 
railroad ballast. Kiewit Mining Group Inc. ("KMG"), a 
subsidiary of KCG, provides mine management services 
to Kiewit Coal Properties, Inc., a subsidiary of PKS. 
KMG also owns a 48% interest in an underground coal 
mine near Pelham, Alabama.

Item 2.		Properties.

	The Company currently has no physical properties. 
KCG has 20 district offices, of which 16 are owned 
facilities and 4 are leased. KCG owns or leases 
numerous shops, equipment yards, storage facilities, 
warehouses, and construction material quarries. 

Item 3.		Legal Proceedings.

	There are no pending legal proceedings against the 
Company. KCG and its subsidiaries are parties to many 
pending legal proceedings incidental to the business 
of such entities.  It is not believed that any 
resulting liabilities for legal proceedings, beyond 
amounts reserved, will materially affect the financial 
condition, future results of operation, or future cash 
flows of KCG.

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

	Omitted pursuant to General Instruction I(2)(c) of 
Form 10-K.


                                PART II

Item 5.		Market for Registrant's Common Equity and 
         Related Stockholder Matters.

	Market Information. The Company's $0.01 par value 
common stock ("Common Stock") is not listed on any 
national securities exchange or the NASDAQ National 
Market and there is no established public trading 
market for the Common Stock. There have been no sales 
of Common Stock since the Company's inception in 
August, 1997, except as described below.

	Holders. All of the issued and outstanding Common 
Stock of the Company is owned by PKS, the Company's 
parent corporation.

	Dividends. The Company has not paid any dividends 
on its Common Stock since its inception in August, 
1997.

	Sales of Unregistered Securities. The Company's 
parent, PKS, acquired 100 shares of Common Stock on 
November 1, 1997 for $1.00. Such shares of Common 
Stock were acquired without registration based upon 
reliance of Section 4(2) of the Securities Act of 
1933, as a transaction by an issuer not involving a 
public offering.

	Use of Proceeds. The Company filed a Registration 
Statement on Form S-4 (Registration No. 333-34627) with 
respect to shares of its Common Stock, which 
Registration Statement was effective on November 11, 
1997. The offering of shares of Common Stock 
contemplated by such Registration Statement has not 
yet commenced, and will not commence until all 
conditions to the Transaction, as described in such 
Registration Statement, have been satisfied. To date, 
the Company has not incurred any expenses in 
connection with the issuance and distribution of such 
shares of Common Stock.

Item 6.		Selected Financial Data.

	Omitted pursuant to General Instruction I(2)(a) of 
Form 10-K.

Item 7.	Management's Discussion and Analysis of 
        Financial Condition and Results of Operations.

	Omitted pursuant to General Instruction I(2)(a) of 
Form 10-K. The Company conducted no business 
operations in 1997, and will not conduct any business 
operations until consummation of the Transaction.  
Upon consummation of the Transaction, the Company will 
conduct PKS' historical construction business.


Item 8.		Financial Statements and Supplementary Data.

                   REPORT OF INDEPENDENT ACCOUNTANTS


The Board of Directors and Stockholders
PKS Holdings, Inc.

We have audited the accompanying balance sheet of PKS 
Holdings, Inc., a subsidiary of Peter Kiewit Sons', 
Inc. as of December 27, 1997, and the related 
statements of earnings, changes in stockholders' 
equity and cash flows for the period then ended. These 
financial statements are the responsibility of the 
Company's management. Our responsibility is to express 
an opinion on these financial statements based on our 
audits.

We conducted our audit in accordance with generally 
accepted auditing standards. Those standards require 
that we plan and perform the audit to obtain 
reasonable assurance about whether the financial 
statements are free of material misstatement. An audit 
includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the 
financial statements. An audit also includes assessing 
the accounting principles used and significant 
estimates made by management, as well as evaluating 
the overall financial statement presentation. We 
believe that our audit provides a reasonable basis for 
our opinion.

In our opinion, the financial statements referred to 
above, present fairly, in all material respects, the 
financial position of PKS Holdings, Inc. as of 
December 27, 1997 and the results of its operations 
and its cash flows for the period ended December 27, 
1997 in conformity with generally accepted accounting 
principles.


                           	COOPERS & LYBRAND L.L.P.

Omaha, Nebraska
March 20, 1998




                           PKS Holdings, Inc.
                         Statement of Earnings
             For the five months ended December 27, 1997



Construction contracts

Revenue                                        $           -    
Costs                                                      -    
                                               ----------------------

      Gross profit                                         -    


Operating expenses                                         -    
                                               -----------------------
      Operating income                                     -    


Other income (expense):
Interest, net                                              -    
Other                                                      -    
                                               -----------------------


                                                           -    
                                               -----------------------

       Earnings before income taxes                        -    


Income tax expense                                         -    
                                               -----------------------


       Net earnings                            $           -    
                                               -----------------------










               See accompanying Notes to Financial Statements



                              PKS Holdings, Inc.
                               Balance Sheet
                             December 27, 1997

                                  ASSETS

Current assets:
Cash                                         $             1
    Accounts receivable:
       Trade                                            -    
       Affiliates                                       -    
                                             ----------------
        Total accounts receivable                       -    


Unbilled contract revenue                               -    
Contract costs in excess of related revenue             -    
Prepaid expenses and other                              -    
                                             ----------------
Total current assets                                       1


Property, plant and equipment, at cost                  -    
Less accumulated depreciation                           -    
                                             ----------------
Net property, plant and equipment                       -    
                                             ----------------


Investment in subsidiaries and other                    -    
Deferred income taxes                                   -    
                                             ----------------
                                             $             1
                                             ----------------


                    LIABILITIES & STOCKHOLDER'S EQUITY

Current liabilities:
    Accounts payable:
        Trade                                $           -    
        Subcontracts                                     -    
        Affiliates                                       -    
                                             ----------------
          Total accounts payable                         -    

Accrued costs on construction contracts                  -    
Billings in excess of related costs and earnings         -    
Other current liabilities                                -    
Income taxes payable                                     -    
                                             ----------------
Total current liabilities                                -    


Other non-current liabilities                            -    


Stockholder's equity:
    Common stock of $.01 par value.  Authorized 
    1,000 shares; issued 100 shares                        1
    Additional paid-in capital                           -    
    Retained earnings                                    -    
                                              ---------------

                                                           1

                                              $            1
                                              ---------------

                 See accompanying Notes to Financial Statements



                            PKS Holdings, Inc.
                         Statement of Cash Flows
               for the five months ended December 27, 1997


Cash flows from operating activities:         $           -    

Cash flows from investing activities:                     -    

Cash flows from financing activities:
    Proceeds from the issuance of common stock              1
                                              ----------------

     Net cash provided by financing activities              1
                                              ----------------

Net Increase in cash                                        1

Cash at beginning of period                               -    
                                              ----------------

Cash at December 27, 1997                     $             1
                                              ----------------

Supplemental disclosures of cash flow 
information:
    Interest paid                             $           -    
    Income Taxes                                          -    




                 See accompanying Notes to Financial Statements





                               PKS Holdings, Inc.
                Statement of Changes in Stockholder's Equity
                   for five months ended December 27, 1997


                          Common    Additional    Retained        Total
                          Stock      Paid-in      Earnings     Stockholder's
                                     Capital                      Equity
                          ------    ----------    --------     -------------

Balance at Beginning 
of period               $     -      $      -     $     -       $       -  

Issuance of common 
stock                         1             -           -               1

Net earnings                  -             -           -               -  
                        -------      --------     -------        --------

Balance at December 
27, 1997                $     1      $      -     $     -       $       1 



                 See accompanying Notes to Financial Statements





                              PKS HOLDINGS, INC.

                       Notes to Financial Statements

(1)	Reorganization

At an August 14, 1997 special meeting of the Board 
of Directors of Peter Kiewit Sons', Inc. 
("PKS"), the Company's parent, the PKS Board 
approved a transaction separating the construction 
business and the diversified business of PKS into 
two independent companies (the "Transaction"). 
Upon consummation of the Transaction, the Company 
will be a separate, independent company from PKS, 
conducting PKS' historical construction business 
through PKS' former subsidiary, Kiewit 
Construction Group Inc. ("KCG"), and KCG will be 
reflected as a predecessor business of the Company 
in future financial statements. The Transaction is 
anticipated to be effective March 31, 1998.

KCG is one of the largest construction contractors 
in North America. KCG and its subsidiaries and 
joint ventures perform construction services for a 
broad range of public and private customers, 
primarily in the United States and Canada. Several 
of KCG's subsidiaries, primarily in Arizona and 
Oregon, produce construction materials, including 
ready-mix concrete, asphalt, sand and gravel. KCG 
also has quarry operations in New Mexico and 
Wyoming, which produce landscaping materials and 
railroad ballast. Kiewit Mining Group Inc. 
("KMG"), a subsidiary of KCG, provides mine 
management services to Kiewit Coal Properties, 
Inc., a subsidiary of PKS. KMG also owns a 48% 
interest in an underground coal mine near Pelham, 
Alabama.


Item 9.		Changes in and Disagreements With Accountants on Accounting and 
         Financial Disclosure.

      None.


                                PART III

Item 10.	Directors and Executive Officers of the Registrant.
Item 11.	Executive Compensation.
Item 12.	Security Ownership of Certain Beneficial Owners and Management.
Item 13.	Certain Relationships and Related Transactions.

	The information required by Part III is omitted 
pursuant to General Instruction I(2)(c) of Form 10-K.


                               PART IV

Item 14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

	(a)	The following documents are filed as part of 
this report:

	1.	Financial Statements:
  		Report of Independent Accountants dated March 20, 1998 of 
     Coopers & Lybrand L.L.P.
		  Statement of Earnings for the Five Months ended December 27, 1997
  		Balance Sheet at December 27, 1997
		  Statement of Cash Flows for the Five Months ended December 27, 1997
  		Statement of Stockholders' Equity
  		Notes to Financial Statements

	2.	Financial Statement Schedules:
  		Omitted because of the absence of the conditions under which they are 
     required.

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

  Exhibit
  Number       Description

   3.1         Restated Certificate of Incorporation, 
               effective March 19, 1998 (Exhibit 2 to 
               the Company's Registration Statement on 
               Form 8-A filed March 24, 1998).

   3.2         Amended and Restated By-laws, effective 
               March 19, 1998 (Exhibit 3 to the 
               Company's Registration Statement on 
               Form 8-A filed March 24, 1998).

27             Financial Data Schedule.

	(b)	No reports on Form 8-K have been filed during the last quarter of 1997.




                                SIGNATURES

	Pursuant to the requirements of Section 13 or 
15(d) 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

                                    PKS HOLDINGS, INC.


                                    By: /s/ Thomas C. Stortz
Date: March 26, 1998                   Thomas C. Stortz, Vice President

	Pursuant to the requirements of the Securities 
Exchange Act of 1934, this report has been signed 
below by the following persons on behalf of the 
registrant and in the capacities and on the dates 
indicated.

Name                         Title                               Date

                            Chairman of the Board and President 
/s/ Kenneth E. Stinson      (Principal Executive Officer)       March 26, 1998
Kenneth E. Stinson


                             Vice President 
/s/ Stephen A. Sharpe        (Principal Financial Officer)      March 26, 1998
Stephen A. Sharpe


                             Vice President
/s/ Kenneth M. Jantz         (Principal Accounting Officer)     March 26, 1998
Kenneth M. Jantz

/s/ Richard W. Colf          Director                           March 26, 1998
Richard W. Colf

/s/ James Q. Crowe           Director                           March 26, 1998
James Q. Crowe

/s/ Richard Geary            Director                           March 26, 1998
Richard Geary

/s/ Bruce Grewcock           Director                           March 26, 1998
Bruce Grewcock

/s/ William L. Grewcock      Director                           March 26, 1998
William L. Grewcock

/s/ Tait P. Johnson          Director                           March 26, 1998
Tait P. Johnson

/s/ Peter Kiewit, Jr.        Director                           March 26, 1998
Peter Kiewit, Jr.

/s/ Allan K. Kirkwood        Director                           March 26, 1998
Allan K. Kirkwood

/s/ Walter Scott, Jr.        Director                           March 26, 1998
Walter Scott, Jr.

/s/ Thomas C. Stortz         Director                           March 26, 1998
Thomas C. Stortz

/s/ George B. Toll, Jr.      Director                           March 26, 1998
George B. Toll, Jr.