10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

OR

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

Commission File Number 1-6314

Perini Corporation

(Exact name of registrant as specified in its charter)

MASSACHUSETTS                                                                                                           04-1717070
(State or other jurisdiction of                                                                                           (I.R.S. Employer
incorporation or organization)                                                                                         Identification No.)

73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701-9160
(Address of principal executive offices)
(Zip code)

(508)-628-2000
(Registrant's telephone number, including area code)

NONE
(Former name, former address and former fiscal year,
if changed since last report)

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 [ ]

Number of shares of common stock of registrant outstanding at November 6, 2000: 22,584,469

                                      PERINI CORPORATION & SUBSIDIARIES

                                                        INDEX


                                                                                                        Page Number

Part I. -      Financial Information:

               Item 1.    Financial Statements

                          Consolidated Condensed Balance Sheets -                                            3
                          September 30, 2000 and December 31, 1999

                          Consolidated Condensed Statements of Operations -                                  4
                          Three Months and Nine Months ended September 30, 2000 and 1999

                          Consolidated Condensed Statements of Cash Flows -                                  5
                          Nine Months ended September 30, 2000 and 1999

                          Notes to Consolidated Condensed Financial Statements                               6 - 12

               Item 2.    Management's Discussion and Analysis of the Consolidated Financial                 13 - 17
                          Condition and Results of Operations

               Item 3.    Quantitative and Qualitative Disclosures About Market Risk                         17

Part II. -     Other Information:

               Item 1.     Legal Proceedings                                                                 18

               Item 2.     Changes in Securities and Use of Proceeds                                         18

               Item 3.     Defaults Upon Senior Securities                                                   18

               Item 4.     Submission of Matters to a Vote of Security Holders                               18

               Item 5.     Other Information                                                                 18

               Item 6.     Exhibits and Reports on Form 8-K                                                  18 - 21

               Signatures                                                                                    22

                                             PERINI CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
                                         SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                                      (In Thousands)



                                         ASSETS                                                  SEPT. 30,       DEC. 31,

                                                                                                   2000           1999
                                                                                               -------------  --------------

Cash (Note 4)                                                                                      $ 38,615        $ 58,193
Accounts and Notes Receivable                                                                       141,623          93,785
Unbilled Work                                                                                        17,205          14,283
Construction Joint Ventures                                                                          94,523          82,493
Net Current Assets of Discontinued Operations (Note 8)                                               11,763          12,695
Other Current Assets                                                                                  1,155             647
                                                                                               -------------  --------------
     Total Current Assets                                                                         $ 304,884       $ 262,096
                                                                                               -------------  --------------

Other Assets                                                                                        $ 3,545         $ 3,575
                                                                                               -------------  --------------

Property and Equipment, less Accumulated Depreciation of $17,952 in 2000 and
$17,438 in 1999                                                                                     $ 9,837         $ 9,817
                                                                                               -------------  --------------

                                                                                                  $ 318,266       $ 275,488
                                                                                               =============  ==============
                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Maturities of Long-Term Debt (Note 4)                                                      $ 11,860        $ 32,158
Accounts Payable                                                                                    120,964          83,578
Advances from Construction Joint Ventures                                                            16,395          14,104
Deferred Contract Revenue                                                                            32,266          45,088
Accrued Expenses                                                                                     45,071          38,738
                                                                                               -------------  --------------
     Total Current Liabilities                                                                    $ 226,556       $ 213,666
                                                                                               -------------  --------------

Deferred Income Taxes and Other Liabilities                                                        $ 18,139        $ 19,664
                                                                                               -------------  --------------

Long-Term Debt, less current maturities included above (Note 4)                                    $ 19,772        $ 41,091
                                                                                               -------------  --------------

Redeemable Convertible Series B Preferred Stock (Note 3)                                                $ -        $ 37,685
                                                                                               -------------  --------------

Stockholders' Equity (Deficit) (Note 3):
  Preferred Stock                                                                                     $ 100           $ 100
  Series A Junior Participating Preferred Stock                                                           -               -
  Stock Purchase Warrants                                                                             2,233           2,233
  Common Stock                                                                                       22,645           5,743
  Paid-In Surplus                                                                                   100,056          43,561
  Retained Earnings (Deficit)                                                                       (70,270)        (87,290)
                                                                                               -------------  --------------
                                                                                                   $ 54,764       $ (35,653)
  Less - Treasury Stock                                                                                 965             965
                                                                                               -------------  --------------
     Total Stockholders' Equity (Deficit)                                                          $ 53,799       $ (36,618)
                                                                                               -------------  --------------

                                                                                                  $ 318,266       $ 275,588
                                                                                               =============  ==============


                        The accompanying notes are in integral part of these financial statements.

                                                         PERINI CORPORATION
                                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                                                 (In Thousands, Except Share Data)


                                                                               THREE MONTHS                     NINE MONTHS
                                                                           ENDED SEPTEMBER 30,              ENDED SEPTEMBER 30,
                                                                      -------------------------------   -----------------------------

                                                                          2000             1999             2000            1999
                                                                      -------------    --------------   -------------   -------------
                                                                                                                          (Note 8)
CONTINUING OPERATIONS:

Construction Revenues (Note 9)                                           $ 309,991         $ 244,887       $ 759,841       $ 776,233

Cost of Operations                                                         297,502           230,708         722,700         737,729
                                                                      -------------    --------------   -------------   -------------

Gross Profit                                                              $ 12,489          $ 14,179        $ 37,141        $ 38,504

General and Administrative Expenses                                          5,767             7,434          18,059          19,869
                                                                      -------------    --------------   -------------   -------------

INCOME FROM OPERATIONS (Note 9)                                            $ 6,722           $ 6,745        $ 19,082        $ 18,635

Other Income (Expense), Net                                                    (50)              (96)            604            (984)
Interest Expense                                                              (664)           (2,048)         (3,196)         (5,424)
                                                                      -------------    --------------   -------------   -------------

Income from Continuing Operations before Income Taxes                      $ 6,008           $ 4,601        $ 16,490        $ 12,227

Credit (Provision) for Income Taxes (Note 5)                                   (70)                -             530            (500)
                                                                      -------------    --------------   -------------   -------------

INCOME FROM CONTINUING OPERATIONS                                          $ 5,938           $ 4,601        $ 17,020        $ 11,727
                                                                      -------------    --------------   -------------   -------------

LOSS FROM DISCONTINUED OPERATIONS (Notes 5 and 8)                              $ -               $ -             $ -       $(100,005)
                                                                      -------------    --------------   -------------   -------------

NET INCOME (LOSS)                                                          $ 5,938           $ 4,601        $ 17,020       $ (88,278)
                                                                      =============    ==============   =============   =============


BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE (Note 6):

Income from Continuing Operations                                           $ 0.24            $ 0.53          $ 0.83          $ 1.26
Loss from Discontinued Operations                                                -                 -               -          (17.91)
                                                                      -------------    --------------   -------------   -------------
     Total                                                                  $ 0.24            $ 0.53          $ 0.83        $ (16.65)
                                                                      =============    ==============   =============   =============


DIVIDENDS PER COMMON SHARE (Note 7)                                            $ -               $ -             $ -             $ -
                                                                      =============    ==============   =============   =============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 6)                     22,584,469         5,680,485      17,156,031       5,582,859
                                                                      =============    ==============   =============   =============

                        The accompanying notes are in integral part of these financial statements.

                                      PERINI CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                                (In Thousands)

                                                                                            NINE MONTHS
                                                                                        ENDED SEPTEMBER 30,
                                                                                    ----------------------------
                                                                                       2000            1999
                                                                                    ------------   -------------
                                                                                                     (Note 8)
Cash Flows from Operating Activities:
Net Income (Loss)                                                                      $ 17,020       $ (88,278)
Adjustments to reconcile net income (loss)to net cash from operating activities:
  Loss from discontinued operations                                                           -         100,005
  Depreciation and amortization                                                           1,612           2,328
  Noncurrent deferred taxes and other liabilities                                        (3,119)            179
  Distributions greater than earnings of joint ventures and affiliates                    9,784           1,156
  Cash used by changes in components of working capital other
    than cash, net current assets of discontinued operations and current maturities of
    long-term debt                                                                      (17,297)        (26,884)
  Other non-cash items, net                                                                (328)            (34)
                                                                                    ------------   -------------

    NET CASH PROVIDED FROM (USED BY) OPERATING ACTIVITIES                               $ 7,672       $ (11,528)
                                                                                    ------------   -------------

Cash Flows from Investing Activities:
  Proceeds from sale of property and equipment                                            $ 431           $ 492
  Cash distributions of capital from unconsolidated joint ventures                          350           1,475
  Acquisition of property and equipment                                                  (1,325)         (1,222)
  Capital contributions to unconsolidated joint ventures                                (22,121)         (9,910)
  Proceeds from (investment in) discontinued operations (Note 8)                            932          (2,126)
  Investment in other activities                                                         (1,206)           (624)
                                                                                    ------------   -------------

    NET CASH USED BY INVESTING ACTIVITIES                                             $ (22,939)      $ (11,915)
                                                                                    ------------   -------------

Cash Flows from Financing Activities:
  Proceeds from issuance of Common Stock, net                                          $ 37,306         $ 1,197
  Proceeds from long-term debt                                                            7,911           9,790
  Reduction of long-term debt                                                           (49,528)           (581)
  Treasury Stock issued                                                                       -             155
                                                                                    ------------   -------------

    NET CASH (USED BY) PROVIDED FROM FINANCING ACTIVITIES                              $ (4,311)       $ 10,561
                                                                                    ------------   -------------

Net Decrease in Cash                                                                  $ (19,578)      $ (12,882)
Cash at Beginning of Year                                                                58,193          46,507
                                                                                    ------------   -------------

Cash at End of Period                                                                  $ 38,615        $ 33,625
                                                                                    ============   =============

Supplemental Disclosure of Cash paid during the period for:
  Interest                                                                              $ 3,400         $ 5,627
                                                                                    ============   =============
  Income tax payments                                                                     $ 389           $ 110
                                                                                    ============   =============

Supplemental Disclosures of Non-cash Transactions:
  Dividends paid in shares of Series B Preferred Stock (Note 7)                         $ 1,161         $ 2,789
                                                                                    ============   =============
  Conversion of Series B Preferred Stock into Common Stock
  at $5.50 per share (Note 3)                                                          $ 38,942             $ -
                                                                                    ============   =============

                              The accompanying notes are an integral part of these financial statements.

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1. Basis of Presentation

   The unaudited consolidated condensed financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 1999. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting only of normal recurring adjustments, except for the presentation of Discontinued Operations as more fully described in Note 8 below, necessary to present fairly the Company’s financial position as of September 30, 2000 and December 31, 1999 and results of operations and cash flows for the three month and nine month periods ended September 30, 2000 and 1999. The results of operations for the nine month period ended September 30, 2000 may not be indicative of the results that may be expected for the year ending December 31, 2000 because the Company’s results are primarily generated from a limited number of significant active construction contracts. Therefore, such results can vary depending on the timing of progress achieved and changes in estimated profitability of projects being reported.

2. Significant Accounting Policies

   The significant accounting policies followed by the Company and its subsidiaries in preparing its consolidated financial statements are set forth in Note (1) to such financial statements included in Form 10-K for the year ended December 31, 1999. The Company has made no significant change in these policies during 2000.

3. Recapitalization

   On March 29, 2000 (the “Closing Date”), the Company completed the sale of 9,411,765 shares of its common stock, par value $1.00 (the “Common Stock”), for an aggregate of $40 million, or $4.25 per share (the “Purchase”), to Tutor-Saliba Corporation (“TSC”), O&G Industries, Inc. (“O&G”), and National Union Fire Insurance Company of Pittsburgh, Pa., a wholly owned subsidiary of American International Group, Inc. (“National Union” and together with TSC and O&G, the “New Investors”) pursuant to a Securities Purchase Agreement dated as of February 5, 2000 by and among the Company and the New Investors. Tutor-Saliba Corporation is owned and controlled by Ronald N. Tutor, who serves as Chairman of the Company’s Board of Directors and Chief Executive Officer.

   In connection with the Purchase, TSC acquired 2,352,942 shares of Common Stock for a total consideration of $10,000,000, O&G acquired 2,352,941 shares of Common Stock for a total consideration of $10,000,000 and National Union acquired 4,705,882 shares of Common Stock for a total consideration of $20,000,000.

   Concurrent with the closing of the Purchase and as a condition thereto, the Company exchanged 100% of its Redeemable Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) (which had a current accreted face amount of approximately $41.2 million) for an aggregate of 7,490,417 shares of common stock at an exchange price of $5.50 per share (the “Exchange” and together with the Purchase, the “Transaction”) pursuant to certain Exchange Agreements by and

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)

3. Recapitalization (continued)

   between the Company and each of The Union Labor Life Insurance Company, acting on behalf of its Separate Account P (“ULLICO”), PB Capital Partners, L.P. (“PB Capital”) and The Common Fund for Non-Profit Organizations (“The Common Fund”).

   In connection with the Transaction, the Company amended its By-Laws to remove provisions creating an Executive Committee of the Board of Directors and granting certain powers to it and amended its Restated Articles of Organization as of the Closing Date to increase the number of authorized shares of Common Stock from 15,000,000 shares to 40,000,000 shares and to amend the Series B Preferred Stock Certificate of Vote. The Company also entered into a Shareholders’ Agreement and a Registration Rights Agreement, each by and among the Company, the New Investors, Ronald N. Tutor, BLUM Capital Partners, L.P., PB Capital, The Common Fund and ULLICO dated as of the Closing Date. The Shareholders’ Agreement contains provisions that define, among other things, certain put and call rights and rights of first refusal between National Union and TSC, tag-along rights of the New Investors and former holders of Series B Preferred Stock and certain procedures to protect the Company’s use of its net operating losses (“NOLs”) for tax purposes. Since the Common Stock issued in connection with the Transaction was not registered under the Securities Act, the Registration Rights Agreement contains provisions that define the rights of the New Investors and former holders of Series B Preferred Stock to require the Company, under certain circumstances, to register some or all of the shares under the Securities Act. In addition, the Company entered into an Amendment to the Shareholder Rights Agreement dated as of the Closing Date whereby the Transaction would not trigger the dilutive provisions of the Agreement.

   A Special Committee of the Company’s Board of Directors approved the Transaction after receiving a fairness opinion from the investment banking firm of Houlihan Lokey Howard & Zukin. A majority of outstanding common shares, including a majority of shares held by disinterested shareholders, were voted in favor of the Transaction at a Special Meeting of Stockholders held on March 29, 2000.

   The shares of Common Stock issued in the Purchase represent approximately 42% of the Company’s voting rights and the New Investors have the right to nominate three members to the Company’s Board of Directors. The New Investors designated Ronald N. Tutor, Raymond R. Oneglia and Christopher H. Lee as their nominees and they were appointed Directors of the Company as of March 29, 2000. The former holders of the Series B Preferred Stock now control approximately 33% of the Company’s voting rights and continue to be entitled to nominate two members to the Company’s Board of Directors. The former holders of Series B Preferred Stock designated Michael R. Klein and Robert A. Kennedy as their nominees and they were appointed Directors of the Company as of March 29, 2000.

   In connection with the Transaction and as a condition thereto, the Company also entered into an Amended and Restated Credit Agreement with its lenders that extended the credit facility from January 2001 to January 2003 (see Note 4).

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)

3. Recapitalization (continued)

   The effect of the Transaction on Stockholders’ Equity was to increase Stockholders’ Equity by approximately $76.2 million, from a negative net worth of approximately $36.6 million to a positive net worth of approximately $39.6 million upon the closing of the Transaction on March 29, 2000. An analysis of Stockholders’ Equity for the nine months ended September 30, 2000 follows (in thousands):

                                                        Stock                                    Retained
                                        Preferred      Purchase       Common       Paid-In       Earnings      Treasury
                                          Stock        Warrants       Stock        Surplus       (Deficit)      Stock        Total
                                       ------------- ------------- ------------- ------------- ------------- ------------- -----------
Balance - December 31, 1999                   $ 100       $ 2,233       $ 5,743      $ 43,561     $ (87,290)       $ (965)  $ (36,618)

Net income                                        -             -             -             -        17,020             -      17,020

Preferred Stock dividends accrued
($15.94 per share*) (Note 7)                      -             -             -        (1,594)            -             -      (1,594)

Series B Preferred Stock in-kind
dividends issued (Note 7)                         -             -             -        (1,161)            -             -      (1,161)

Accretion related to Series B Preferred
Stock                                             -             -             -           (96)            -             -         (96)

Net proceeds received from issuance
 of Common Stock                                  -             -         9,412        27,894             -             -      37,306

Exchange of Series B Preferred Stock
 for Common Stock                                 -             -         7,490        31,452             -             -      38,942

                                       -----------------------------------------------------------------------------------------------
Balance - September 30, 2000                  $ 100       $ 2,233      $ 22,645     $ 100,056     $ (70,270)       $ (965)    $53,799
                                       ===============================================================================================

*Equivalent to $1.594 per Depositary Share

4. Long-term Debt

   In conjunction with the recapitalization of the Company as described in Note 3, effective March 29, 2000, the Company entered into an Amended and Restated Credit Agreement (the “New Credit Agreement”) with its lenders that extended the credit facility from January 2001 to January 2003. The New Credit Agreement provides for a $35 million term loan (the “Term Loan”) and a $21 million revolving credit facility (the “Revolving Credit Facility”). The New Credit Agreement requires that the Company repay the Term Loan in quarterly installments through 2002 and the Revolving Credit Facility by January 21, 2003. Commitments under the New Credit Agreement have been reduced to $44.5 million as of September 30, 2000 as a result of scheduled Term Loan payments and proceeds from sales of certain real estate. In addition, on September 6, 2000, the Company completed a refinancing of its corporate headquarters building for $7.5 million at an annual interest rate of approximately 9%. In connection with the refinancing, approximately $.8 million was set aside in escrow for immediate and future repairs and improvements to the

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)

4. Long-term Debt (continued)

   structure and the grounds. The loan is payable in equal monthly installments of $67,300 over a ten year period, with a balloon payment of $5.3 million due in 2010.

5. Provision For Income Taxes

   The credit (provision) for income taxes applicable to Income from Continuing Operations reflects a lower-than-normal tax rate in both 2000 and 1999 due primarily to the realization of a portion of the Federal tax benefit not recognized in prior years due to certain accounting limitations. No tax benefit was attributable to Loss from Discontinued Operations in 1999 due to the same accounting limitations. In addition, the credit for income taxes applicable to Income from Continuing Operations for the nine months ended September 30, 2000 reflects the reversal of foreign taxes accrued in prior years that are no longer required.

6. Per Share Data

   Computations of basic and diluted earnings (loss) per common share (“EPS”) amounts are based on the weighted average number of the Company’s common shares outstanding during the periods presented. The actual basic and diluted EPS for the three and nine month periods ended September 30, 2000 and 1999 and the pro forma basic and diluted EPS for the nine months ended September 30, 2000, assuming the Transaction described in Note 3 closed on January 1, 2000, are calculated as follows (in thousands, except per share amounts):

                                                     Three Months Ended Sept. 30,               Nine Months Ended Sept. 30,
                                                      ------------------------------------------------------------------------------
                                                          2000             1999               2000            2000          1999
                                                         Actual           Actual            Pro Forma        Actual        Actual
                                                      -------------   ----------------     ------------    -----------   -----------
Income from Continuing Operations                          $ 5,938            $ 4,601         $ 17,020        $17,020       $11,727
                                                      -------------   ----------------     ------------    -----------   -----------
Less:
- - Accrued dividends on $21.25 Senior Preferred Stock        $ (532)            $ (531)        $ (1,594)       $(1,594)     $ (1,593)
- - Dividends declared on Series B Preferred Stock                 -               (953)               - (a)     (1,161)       (2,789)
- - Accretion deduction required to reinstate mandatory
   redemption value of Series B Preferred Stock over a
   period of 8-10 years                                          -                (95)               - (a)        (96)         (284)
Plus - Interest Expense                                          -                  -              863 (b)          -             -
                                                      -------------   ----------------     ------------    -----------   -----------
                                                            $ (532)          $ (1,579)          $ (731)       $(2,851)     $ (4,666)
                                                      -------------   ----------------     ------------    -----------   -----------

Earnings from Continuing Operations                        $ 5,406            $ 3,022         $ 16,289        $14,169       $ 7,061
Loss from Discontinued Operations                                -                  -                -              -      (100,005)
                                                      -------------   ----------------     ------------    -----------   -----------
Total Available for Common Stockholders                    $ 5,406            $ 3,022         $ 16,289        $14,169     $ (92,944)
                                                      =============   ================     ============    ===========   ===========

Weighted average shares outstanding                         22,584              5,680           22,584 (c)     17,156         5,583
                                                      -------------   ----------------     ------------    -----------   -----------

Basic and diluted earnings (loss) per Common Share
from -
  Continuing Operations                                     $ 0.24             $ 0.53           $ 0.72         $ 0.83        $ 1.26
  Discontinued Operations                                        -                  -                -              -        (17.91)
                                                      -------------   ----------------     ------------    -----------   -----------
Total                                                       $ 0.24             $ 0.53           $ 0.72         $ 0.83      $ (16.65)
                                                      =============   ================     ============    ===========   ===========

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)

6. Per Share Data (continued)

           (a) For pro forma purposes it is assumed that the Series B Preferred Stock was converted into shares of Common Stock as of January 1, 2000. Therefore, the deduction of $1,161 for dividends declared on the Series B Preferred Stock and the deduction of $96 for accretion applicable to the Series B Preferred Stock are not required when calculating the pro forma earnings per share from continuing operations for the nine months ended September 30, 2000.

           (b) The pro forma adjustment reducing interest expense by $863 is based on the assumption that the net cash proceeds of $37.3 million ($40 million less estimated related expenses of $2.7 million) received from the New Investors was used to reduce debt under the Company’s Revolving Credit Facility as of January 1, 2000 based on the average effective borrowing rate of 9.25% experienced during the first three months of 2000.

           (c) Adjusted to give effect to (i) the sale of 9,411,765 shares of Common Stock to the New Investors and (ii) the exchange of the Series B Preferred Stock (which had a current accreted face amount of $41,197) for 7,490,417 shares of Common Stock assuming the Transaction closed on January 1, 2000.

   Basic EPS equals diluted EPS for the periods presented due to the immaterial effect of stock options and the antidilutive effect of conversion of the Company's depositary convertible exchangeable preferred shares and stock purchase warrants into common stock.

7. Dividends

   There were no cash dividends on common stock declared or paid during the periods presented in the consolidated condensed financial statements presented herein.

   As previously disclosed, in conjunction with the covenants of the Company’s Credit Agreements, the Company is required to suspend the payment of quarterly dividends on its $21.25 Preferred Stock (“Preferred Stock”) until certain financial criteria are met. Therefore, the dividends on the Preferred Stock have not been declared since 1995 (although they have been fully accrued due to the “cumulative” feature of the Preferred Stock). The aggregate amount of dividends in arrears is approximately $10,624,000 at September 30, 2000 which represents approximately $106.24 per share of Preferred Stock or approximately $10.62 per Depositary Share and is included in “Deferred Income Taxes and Other Liabilities” (long-term) in the accompanying Consolidated Condensed Balance Sheets. Under the terms of the Preferred Stock, the holders of the Depositary Shares were entitled to elect two additional Directors since dividends had been deferred for more than six quarters and they did so at each of the Annual Meetings of Stockholders held on May 14, 1998, May 13, 1999, and May 25, 2000.

   Quarterly In-kind dividends (based on an annual rate of 10%) were paid on March 15, 2000 on the Series B Preferred Stock to the stockholders of record on March 1, 2000. The dividends were paid in the form of approximately 5,004 additional shares of Series B Preferred Stock valued at $200.00 per share for a total of $1,000,918. In addition, accrued in-kind dividends were paid on the Series B Preferred Stock for the 14-day period from March 16, 2000 through March 29, 2000, the date on which the holders of the Series B Preferred Stock exchanged 100% of their shares of Series B Preferred Stock for shares of the Company’s Common Stock (see Note 3). The dividends were paid in the form of approximately 798 additional shares of Series B Preferred Stock valued at $200.00 per share for a total of $159,621.

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)

8. Discontinued Operations

   Effective June 30, 1999, management adopted a plan to withdraw completely from the real estate development business and to wind down the operations of Perini Land and Development Company (“PL&D”), the Company’s real estate development subsidiary. Therefore, both historical and current real estate results have been presented as a discontinued operation in accordance with generally accepted accounting principles. Based on the plan, in the second quarter of 1999, the Company recorded a $99,311,000 non-cash provision which represents the estimated loss on disposal of this business segment. This non-cash charge reflects the impact of the disposition of the Rincon Center property located in San Francisco and the reduction in projected future cash flow from the disposition of PL&D’s remaining real estate development operations resulting from the change in strategy of holding the properties through the necessary development and stabilization periods to a new strategy of generating short-term liquidity through an accelerated disposition or bulk sale. The estimated loss on disposal of the real estate business segment also includes a provision for shut down costs related to PL&D during the wind down period. No Federal tax benefit was attributable to the estimated loss on disposal of the real estate business segment (see Note 5). Several of the remaining real estate properties now being offered for sale are currently under or are pending purchase and sale agreements.

   At September 30, 2000 and December 31, 1999, the net current assets of discontinued real estate development operations consisted primarily of real estate properties for sale. In accordance with generally accepted accounting principles, the results of discontinued real estate development operations have been reclassified to “Loss from Discontinued Operations”. In connection therewith, the revenues related to these operations are summarized below (in thousands):

                                         Three Months Ended                 Nine Months Ended
                                           September 30,                      September 30,
                                    -----------------------------     -------------------------------
                                       2000             1999              2000              1999
                                       ----             ----              ----              ----
               Revenues               $1,380           $12,121           $2,334            $21,052
                                    ============     ============     =============      ============

9. Business Segments

   The following tables set forth certain updated business segment information relating to the Company’s operations for the three month and nine month periods ended September 30, 2000 and 1999 (in thousands):

Three months ended September 30, 2000
- ------------------------------------------------------------
                                                           Reportable Segments
                                               --------------------------------------------
                                                                                                            Consolidated
                                                 Building        Civil         Totals       Corporate          Totals
                                               -------------  ------------  -------------  ------------    ----------------
Revenues                                           $230,000      $ 79,991       $309,991           $ -           $ 309,991
Income from Operations                              $ 8,073          $ 43        $ 8,116      $ (1,394)*           $ 6,722

PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)

Three months ended September 30, 1999
- -----------------------------------------------
                                                           Reportable Segments
                                               --------------------------------------------
                                                                                                            Consolidated
                                                 Building        Civil         Totals       Corporate          Totals
                                               -------------  ------------  -------------  ------------    ----------------
Revenues                                           $164,532      $ 80,355       $244,887           $ -           $ 244,887
Income from Operations                              $ 4,760       $ 4,038        $ 8,798      $ (2,053)*           $ 6,745

Nine months ended September 30, 2000
- -----------------------------------------------
                                                           Reportable Segments
                                               --------------------------------------------
                                                                                                            Consolidated
                                                 Building        Civil         Totals       Corporate          Totals
                                               -------------  ------------  -------------  ------------    ----------------
Revenues                                           $548,898      $210,943       $759,841           $ -           $ 759,841
Income from Operations                             $ 21,440       $ 1,546       $ 22,986      $ (3,904)*          $ 19,082
Assets                                             $132,885      $132,553       $265,438      $ 52,828 **        $ 318,266

Nine months ended September 30, 1999
- -----------------------------------------------
                                                           Reportable Segments
                                               --------------------------------------------
                                                                                                            Consolidated
                                                 Building        Civil         Totals       Corporate          Totals
                                               -------------  ------------  -------------  ------------    ----------------
Revenues                                           $549,224      $227,009       $776,233           $ -           $ 776,233
Income from Operations                             $ 14,214       $ 9,894       $ 24,108      $ (5,473)*          $ 18,635
Assets                                             $138,133      $104,270       $242,403      $ 51,436 **        $ 293,839

 *In all periods, consists of corporate general and administrative expenses.

**In all periods, corporate assets consist principally of cash, cash equivalents, marketable securities and other investments available for general corporate purposes plus the net assets of discontinued operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS

Results of Operations

Comparison of the Third Quarter of 2000 with the Third Quarter of 1999

Overall revenue from construction operations increased by $65.1 million (or 26.6%), from $244.9 million in 1999 to $310.0 million in 2000. This increase resulted from an increase in building construction revenues of $65.5 million (or 39.8%), from $164.5 million in 1999 to $230.0 million in 2000, due primarily to an increase in the volume of work completed at the Mohegan Sun Casino Expansion project in the eastern United States. Civil construction revenues were relatively consistent between years; $80.0 million in 2000 compared to $80.4 million in 1999.

Income from continuing operations increased by $1.3 million (or 29%), from $4.6 million in 1999 to $5.9 million in 2000. This increase reflects lower corporate and construction-related general and administrative expenses as well as lower interest expense due to the reduction in debt achieved at the end of the first quarter of 2000 as a result of the new equity transaction.

Income from construction operations decreased by $.7 million (or 8%), from $8.8 million in 1999 to $8.1 million in 2000. Civil construction operating income decreased by $4.0 million, from $4.0 million in 1999 to break even in 2000, reflecting losses recorded on a tunnel project in New York City and on a mass transportation project in Puerto Rico. This decrease was partially offset by an increase in building construction operating income of $3.3 million, from $4.8 million in 1999 to $8.1 million in 2000 due to the favorable close out in 2000 of certain completed projects. A $.7 million decrease in corporate general and administrative expenses, from $2.1 million in 1999 to $1.4 million in 2000, also served to partly offset the decrease in income from civil construction operations. This improvement was the result of a reduction in outside legal expenses.

Interest expense decreased by $1.3 million, from $2.0 million in 1999 to $.7 million in 2000, due primarily to the reduction in debt achieved at the end of the first quarter of 2000 as a result of the closing of the new equity transaction described in Note 3 of Notes to Consolidated Condensed Financial Statements.

The provision for income taxes applicable to Income from Continuing Operations reflects a lower than normal tax rate for both 2000 and 1999 due to the realization of a portion of the Federal tax benefit not recognized in prior years due to certain accounting limitations.

Comparison of the Nine Months Ended September 30, 2000 with the
Nine Months Ended September 30, 1999

Revenues decreased $16.4 million (or 2.1%) from $776.2 million in 1999 to $759.8 million in 2000. This decrease reflects a reduction in civil construction revenues of $16.1 million (or 7.1%), from $227.0 million to $210.9 million, primarily due to the completion of several large joint venture projects in California and New York and the timing in start up of new work acquired. Building construction revenues were relatively consistent between years; $549.2 million in 1999 compared to $548.9 million in 2000.

Income from continuing operations increased by $5.3 million (or 45%), from $11.7 million in 1999 to $17.0 million in 2000. The increase in income from continuing operations reflects improved gross profit margins in building construction and lower corporate general and administrative expenses. In addition, the favorable operating results reflect the impact of lower finance-related charges due to the recapitalization of the Company completed at the end of the first quarter of 2000 and a decrease in income taxes.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
(Continued)

Income from construction operations decreased by $1.1 million (or 4.6%), from $24.1 million in 1999 to $23.0 million in 2000 primarily due to a decreased profit contribution from civil construction operations. Civil construction operating income decreased by $8.4 million, from $9.9 million in 1999 to $1.5 million in 2000, due primarily to downward revisions of estimated profit on certain infrastructure projects and, to a lesser extent, the decrease in revenues described above. This decrease was largely offset by an increase in building construction operating income of $7.3 million, from $14.2 million in 1999 to $21.5 million in 2000, reflecting an increase in average gross margin from 4.3% in 1999 to 5.5% in 2000 due primarily to the favorable close out of certain completed projects. In addition, a $1.6 million decrease in corporate general and administrative expenses from $5.5 million in 1999 to $3.9 million in 2000 contributed to the overall increase in total operating income of $.5 million, from $18.6 million in 1999 to $19.1 million in 2000. The decrease in corporate general and administrative expenses was primarily the result of a reduction in outside legal expenses.

The $1.6 million increase in other income (expense), from a $1.0 million expense in 1999 to $.6 million of income in 2000, is the result of a $.9 million decrease in amortization of deferred debt expense relating to the Company's revolving credit agreement which was fully amortized at the end of 1999, and a $.8 million decrease in bank financing fees.

Interest expense decreased by $2.2 million, from $5.4 million in 1999 to $3.2 million in 2000, due primarily to the reduction in debt achieved at the end of the first quarter of 2000 as a result of the new equity transaction described in Note 3 of Notes to Consolidated Condensed Financial Statements.

The credit (provision) for income taxes applicable to Income from Continuing Operations reflects a lower than normal tax rate for both 2000 and 1999 due to the realization of a portion of the Federal tax benefit not recognized in prior years due to certain accounting limitations. No tax benefit was attributable to Loss from Discontinued Operations in 1999 due to the same accounting limitations. In addition, the credit for income taxes applicable to Income from Continuing Operations in 2000 reflects the reversal of foreign taxes accrued in prior years that are no longer required.

Discontinued Operations

As more fully described in Note 8 of Notes to the Consolidated Condensed Financial Statements, effective June 30, 1999, management adopted a plan to withdraw completely from the real estate development business and to wind down the operations of Perini Land and Development Company, the Company's real estate development subsidiary. Therefore, both historical and current real estate results have been presented as a discontinued operation in accordance with generally accepted accounting principles.

Financial Condition

As more fully described in Note 3 of Notes to the Consolidated Condensed Financial Statements, effective March 29, 2000, the Company completed a recapitalization which included the sale of 9,411,765 shares of Common Stock for an aggregate of $40 million in cash (before fees and expenses) and the exchange of 100% of its Redeemable Series B Cumulative Convertible Preferred Stock for an aggregate of 7,490,417 shares of Common Stock. The effect of the recapitalization on the Company's stockholders' equity was to increase stockholders' equity by approximately $76.2 million, from a negative net worth of approximately $36.6 million to a positive net worth of approximately $39.6 million. In addition, the recapitalization and the concurrent negotiation of an Amended and Restated Credit Agreement (the "New Credit Agreement")

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
(Continued)

described below served to significantly enhance the Company's working capital and liquidity required to support its ongoing construction operations.

Working capital increased $29.9 million, from $48.4 million at the end of 1999 to $78.3 million at September 30, 2000. The current ratio increased from 1.23:1 to 1.35:1 during the same period.

During the first nine months of 2000, the Company generated $7.7 million of cash from operations, primarily from joint venture profit distributions, as well as $37.3 million of net proceeds received from the issuance of Common Stock described above and $7.9 million of new long-term debt, primarily from the refinancing of the Company's corporate headquarters building described below. These proceeds as well as $19.6 million of cash on hand were used to fund $23.0 million for investing activities, primarily to fund construction joint ventures, and $49.5 million to reduce debt.

Long-term debt at September 30, 2000 was $19.8 million, a decrease of $21.3 million from December 31, 1999. The long-term debt to equity ratio at September 30, 2000 was .37:1. At December 31, 1999, a long-term debt to equity ratio could not be calculated due to the Company's negative equity position at that time.

Effective March 29, 2000, the Company entered into a New Credit Agreement with its lenders. The New Credit Agreement provides for a $35 million Term Loan and a $21 Revolving Credit Facility. The New Credit Agreement requires, among other things, that the Company repay the Term Loan quarterly through 2002 and the Revolving Credit Facility by January 21, 2003. Under the terms of the New Credit Agreement, the Company had $21 million available to borrow under the maximum commitment of $44.5 million at September 30, 2000. In addition, on September 6, 2000, the Company completed a refinancing of its corporate headquarters building for $7.5 million at an annual interest rate of approximately 9%. The loan is payable in monthly installments over a ten year period with a balloon payment of $5.3 million due in 2010. Management believes that cash generated from operations and existing credit lines should be adequate to meet the Company's funding requirements for at least the next twelve months.

Outlook

• Continuing Construction Operations - The overall construction backlog at September 30, 2000 was $1.91 billion, a new record for the Company and a 15% increase from the $1.66 billion record year end backlog at December 31, 1999. Approximately 68% of the current backlog relates to building construction projects which generally represent lower risk, lower margin work and approximately 32% of the current backlog relates to civil construction projects which generally represent higher risk, but correspondingly higher margin work. This mix of backlog between building and civil construction has remained relatively consistent over the past year and is viewed by management as a reasonable balance of work on hand.
  
  
• Recapitalization - With the successful completion on March 29, 2000 of the "Recapitalization" described in Note 3 of Notes to the Consolidated Condensed Financial Statements, the Company believes that its financial condition, specifically its stockholders' equity, and liquidity have improved to such a degree that the Company is no longer operating under a perceived competitive disadvantage when attempting to acquire new projects.
  
  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
(Continued)

• Earnings Per Share - An additional impact of the Company's recent recapitalization is a substantial increase in the number of outstanding shares of Common Stock, from 5,682,287 common shares outstanding prior to the recapitalization to 22,584,469 common shares outstanding after the recapitalization. Since the additional common shares issued in conjunction with the recapitalization were only outstanding for three days during the first quarter, their impact on the computation of weighted average common shares outstanding and on the calculation of earnings per share ("EPS") for the nine months ended September 30, 2000 was dilutee. However, the impact of the additional common shares issued in conjunction with the recapitalization on the computation of weighted average common shares outstanding and, correspondingly, on the calculation of EPS will increase during the next six months and serve to dilute the Company's reported earnings per share in subsequent fiscal quarters. Partially offsetting the future dilutive impact on EPS of the additional shares outstanding are the elimination of dividend requirements and accretion related to the Series B Preferred Stock and a reduction in interest expense related to a lower average level of borrowings under the Company's credit facility. See calculation of pro forma EPS for the nine months ended September 30, 2000 in Note 6 of Notes to Consolidated Condensed Financial Statements. Therefore, the earnings per share reported for the nine months ended September 30, 2000 may not be indicative of the EPS that may be expected for the year ending December 31, 2000.
  
  
• Discontinued Real Estate Operations - Effective June 30, 1999, management adopted a plan to withdraw completely from the real estate development business and to wind down the operations of this business segment. Significant progress has been made in implementing the plan during the second half of 1999 and the first nine months of 2000 with more than 90% of the non-cash provision for the estimated loss on disposal being realized during this period. Properties sold or closed out in accordance with the plan include Rincon Center (California), The Villages at Lake Ridge (Georgia), Metrocentre (Florida), and the Southwest Gas Building (Arizona). In addition, portions of the remaining real estate properties have been sold, and other parcels are currently under or pending purchase and sale agreements. It is the opinion of management that the remaining provision for the estimated loss on disposal of the Company's real estate business segment is adequate; however, any significant changes to the assumptions inherent in the calculation of the provision, such as the anticipated timing of closings or sales price of the properties, could result in future adjustments of the provision.

Forward-looking Statements

The statements contained in this Management's Discussion and Analysis of the Consolidated Condensed Financial Statements, including "Outlook", and other sections of this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company's expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the continuing validity of the underlying assumptions and estimates of total forecasted project revenues, costs and profits and project schedules; the outcomes of pending or future litigation, arbitration or other dispute resolution proceedings; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic social, economic, business, industry, market and regulatory conditions or circumstances; and

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
(Continued)

actions taken or omitted to be taken by third parties including the Company's customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials.

QUANTITATIVE AND QUALITATIVE DISLOSURES ABOUT MARKET RISK

There has been no material change in the Company's exposure to market risk since December 31, 1999.

Part II. - Other Information

Item 1. - Legal Proceedings - None

Item 2. - Changes in Securities and Use of Proceeds

(a)     None

(b)     None

(c)     None

(d)     Not applicable

Item 3. - Defaults Upon Senior Securities

(a)     None

(b)     In accordance with the provisions of the 1995 Amended Revolving Credit Agreement, the First
        Amended and Restated Credit Agreement effective January 17, 1997 and the Second Amended
        and Restated Credit Agreement effective March 29, 2000, the Company suspended payment of
        quarterly dividends on its $21.25 Convertible Exchangeable Preferred Stock ("Preferred Stock")
        commencing with the dividend that normally would have been declared during December 1995
        through the dividend that would normally have been declared during September 2000 for a total
        arrearage of $106.24 per share (or $10.62 per depositary share) which aggregates approximately
        $10,624,000 to date.  While these dividends have not been declared or paid, they have been fully
        accrued in accordance with the "cumulative" feature of the stock.

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

(a)     None

(b)     Not applicable

(c)     Not applicable

(d)     Not applicable

Item 5. - Other Information - None

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

(a)     The following designated exhibits are, as indicated below, either filed herewith or have heretofore
        been filed with Securities and Exchange Commission under the Securities Act of 1933 or the
        the Securities Act of 1934 and are referred to and incorporated herein by reference to such filings:

Part II. - Other Information (Continued)

Exhibit 3.        Articles of Incorporation and By-laws

                  Incorporated herein by reference:

                  3.1       Restated Articles of Organization - As amended through March 29, 2000 -
                            Exhibit 3.1 to Form 8-K filed on April 12, 2000.

                  3.2       By-laws - As amended and restated as of March 29, 2000 - Exhibit 3.2 to
                            Form 8-K filed on April 12, 2000.

Exhibit 4.        Instruments Defining the Rights of Security Holders, Including Indentures

                  Incorporated herein by reference:

                  4.1       Certificate of Vote of Directors Establishing a Series of a Class of Stock
                            determining the relative rights and preferences of the $21.25 Convertible
                            Exchangeable Preferred Stock - Exhibit 4(a) to Amendment No. 1 to Form S-
                            2 Registration Statement filed June 19, 1987; SEC Registration No. 33-
                            14434.

                  4.2       Form of Deposit Agreement, including form of Depositary Receipt - Exhibit
                            4(b) to Amendment No. 1 to Form S-2 Registration Statement filed June 19,
                            1987; SEC Registration No. 33-14434.

                  4.3       Form of Indenture with respect to the 8 1/2% Convertible Subordinated
                            Debentures Due June 15, 2012, including form of Debenture - Exhibit 4(c) to
                            Amendment No. 1 to Form S-2 Registration Statement filed June 19, 1987;
                            SEC Registration No. 33-14434.

                  4.4       Shareholder Rights Agreement dated as of September 23, 1988, as
                            amended and restated as of May 17, 1990, as amended and restated as of
                            January 17, 1997, between Perini Corporation and State Street Bank and
                            Trust Company, as Rights Agent - Exhibit 4.4 to Amendment No. 1 to
                            Registration Statement on Form 8-A/A filed on January 29, 1997, and as
                            further amended as of March 29, 2000 - Exhibit 4.3 to Form 8-K filed on April
                            12, 2000.

                  4.5       Stock Purchase and Sale Agreement dated as of July 24, 1996 by and
                            among the Company, PB Capital and RCBA, as amended - Exhibit 4.5 to the
                            Company's Quarterly Report on Form 10-Q/A for the fiscal quarter ended
                            September 30, 1996 filed on December 11, 1996 and as amended by the
                            Termination/Amendment Agreement on March 29, 2000 - Exhibit 4.4 to Form
                            8-K filed on April 12, 2000.

                  4.8       Certificate of Vote of Directors Establishing a Series of Preferred Stock
                            determining the relative rights and preferences of the Series B Cumulative
                            Convertible Preferred Stock, dated January 16, 1997 - Exhibit 4.8 to Form 8-K
                            filed on February 14, 1997.

Part II. - Other Information (Continued)

                  4.13      Exchange Agreement by and between Perini Corporation and The Union
                            Labor Life Insurance Company, acting on behalf of its Separate Account P,
                            dated as of February 7, 2000 - Exhibit 10.1 to Form 8-K filed on April 12,
                            2000.

                  4.14      Exchange Agreement by and between Perini Corporation and PB Capital
                            Partners, L.P., dated as of February 14, 2000 - Exhibit 10.2 to Form 8-K filed
                            on April 12, 2000.

                  4.15      Exchange Agreement by and between Perini Corporation and The Common
                            Fund for Non-Profit Organizations, dated as of February 14, 2000 - Exhibit
                            10.3 to Form 8-K filed on April 12, 2000.

                  4.16      Registration Rights Agreement by and among Perini Corporation, Tutor-
                            Saliba Corporation, Ronald N. Tutor, O&G Industries, Inc. and National Union
                            Fire Insurance Company of Pittsburgh, Pa., BLUM Capital Partners, L.P., PB
                            Capital Partners, L.P. The Common Fund for Non-Profit Organizations, and
                            The Union Labor Life Insurance Company, acting on behalf of its Separate
                            Account P, dated as of March 29, 2000 - Exhibit 4.1 to Form 8-K filed on
                            April 12, 2000.

                  4.17      Shareholders' Agreement by and among Perini Corporation, Tutor-Saliba
                            Corporation, Ronald N. Tutor, O&G Industries, Inc. and National Union Fire
                            Insurance Company of Pittsburgh, Pa., BLUM Capital Partners, L.P., PB
                            Capital Partners, L.P., The Common Fund for Non-Profit Organizations, and
                            The Union Labor Life Insurance Company, acting on behalf of its Separate
                            Account P, dated as of March 29, 2000 - Exhibit 4.2 to Form 8-K filed on
                            April 12, 2000.

Exhibit 10.       Material Contracts

                  Incorporated herein by reference:

                  10.1      1982 Stock Option and Long Term Performance Incentive Plan - Exhibit A to
                            Registrant's Proxy Statement for Annual Meeting of Stockholders dated April
                            15, 1992.

                  10.2      Perini Corporation Amended and Restated General Incentive Compensation
                            Plan - Exhibit 10.2 to 1997 Form 10-K filed on March 30, 1998.

                  10.3      Perini Corporation Amended and Restated Construction Business Unit
                            Incentive Compensation Plan - Exhibit 10.3 to 1997 Form 10-K filed on March
                            30, 1998.

                  10.16     Management Agreement dated as of January 17, 1997 by and among the
                            Company, Ronald N. Tutor and Tutor-Saliba Corporation - Exhibit 10.16 to
                            Form 8-K filed on February 14, 1997.

Part II. - Other Information (Continued)

                  10.30     Second Amended and Restated Credit Agreement dated as of March 29,
                            2000 among Perini Corporation, the Banks listed herein and Morgan
                            Guaranty Trust Company of New York, as Agent and Fleet National Bank, as
                            Co-Agent - Exhibit 10.4 to Form 8-K filed on April 12, 2000

                  10.31     Amendment No. 2 dated as of December 31, 1999 to the Management
                            Agreement by and among the Company, Ronald N. Tutor and Tutor-Saliba
                            Corporation - Exhibit 10.31 to Form 10-Q filed on May 9, 2000.

                  10.32     Special Equity Incentive Plan - Exhibit A to Registrant's Proxy Statement for
                            Annual Meeting of Stockholders dated April 19, 2000.

                  10.33     Securities Purchase Agreement by and among Perini Corporation and Tutor-
                            Saliba Corporation, O&G Industries, Inc. and National Union Fire Insurance
                            Company of Pittsburgh, PA, dated as of February 5, 2000 - Exhibit 10.1 to Form
                            8-K filed on February 9, 2000.

                  Filed herewith:

                  10.34     Promissory Note dated as of September 6, 2000 by and among Mt. Wayte
                            Realty, LLC (a wholly-owned subsidiary of Perini Corporation) and The
                            Manufacturers Life Insurance Company (U.S.A.).


(b)      Reports on Form 8-K - None

                                                             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.









                                                 Perini Corporation
                                                 ------------------
                                                 Registrant


Date: November 6, 2000                           /s/ Robert Band
                                                 ---------------------------------------------------------------
                                                 Robert Band, President and Chief Operating Officer



Date: November 6, 2000                           /s/ Michael E. Ciskey
                                                 --------------------------------------------------------------
                                                 Michael E. Ciskey, Vice President and Controller

EX-10

PROMISSORY NOTE

$7,500,000.00                                                                                                                                                       Boston, Massachusetts
                                                                                                                                                                               September 6, 2000

        FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (“Note”), the undersigned MT. WAYTE REALTY, LLC (“Maker”) promises to pay to the order of THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation (“Lender”; Lender and all subsequent holders of this Note being sometimes hereinafter referred to as “Holder”) at 200 Bloor Street East, North Tower, 6th Floor, Toronto, Ontario M4W 1E5 Canada, or at such other place as Holder hereof may designate in writing, the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) (the “Loan”), together with interest on the unpaid principal balance of such indebtedness from time to time outstanding, at the rate or rates hereinafter set forth.

1. Security. The payment of the principal balance of this Note and all interest, fees and other amounts which may become payable as provided herein is secured by, inter alia, (a) a first lien Mortgage, Security Agreement and Fixture Filing (the “Mortgage”), of even date herewith, from Maker to Lender, encumbering certain real property (the “Property”) and other property located at 73 Mt. Wayte Avenue, Framingham, MA, 01701, and collectively described as Premises in the Mortgage; (b) an Assignment of Leases, Rents, Income and Profits, of even date herewith, assigning to Lender Maker’s interest in the Leases (as defined therein) and rents relating to the Property; and (c) various other Loan Documents (as “Loan Documents” is defined in the Mortgage).
   
   
2. Interest Rate. Until maturity or an Event of Default (as “Event of Default” is defined in the Mortgage), interest shall accrue on the principal balance outstanding from time to time at the rate of 8.96% per annum (“Basic Interest Rate”). Interest under this Note shall be calculated based on a year of three hundred sixty (360) days having twelve (12) thirty (30) day months.
   
   
3. Payments Payments of the amounts due under this Note shall be made in good funds to Holder at the address set forth in the first paragraph of this Note, in consecutive monthly installments as follows:

     (a) Initial Interest Payment. Interest that will accrue from and after the date hereof and continuing through and including September 10, 2000, shall be paid on September 10, 2000.

     (b) Monthly Payments. Commencing on October 10, 2000 and continuing on the tenth (10th) day of each and every month thereafter for the next 120 months, monthly payments shall be made to Holder in the amount of $67,287.00.

     (c) Repayment on Maturity. On the tenth (10th) day of September, 2010 (the “Maturity Date”), the entire outstanding principal balance hereof, together with accrued but unpaid interest thereon, and all other sums owing to Holder hereunder or under the Loan Documents, shall be due and payable in full, without grace period or notice.

4. Application of Payment. All interest, principal and any other amounts due under this Note shall be payable in lawful money of the United States of America at the place or places stated in the first paragraph of this Note unless Maker is otherwise notified in writing by Holder. All payments received by Holder shall be applied by Holder to payments due hereunder and under the other Loan Documents, in such manner and in such order as Holder may determine in Holder’s sole and absolute discretion whether to payments of interest, principal, escrow payments, costs of collection or otherwise.
   
   
5. Late Payment Charges. In the event that any monthly payment has not been received by Lender at the address set forth in the first paragraph of this Note (or at such other place as is designated pursuant to the terms hereof) on the date that such payment is due and payable, in addition to any other permitted charges hereunder, Holder may, at its option, charge a late payment fee (“Late Charges”) which shall be due and owing to Holder in the amount of four percent (4%) of the amount past due; and an additional four percent (4%) shall become due and owing for each and every subsequent month or portion thereof, if any, that such payment remains outstanding; however, if applicable law requires a lesser charge, the Late Charges shall be deemed reduced to the maximum charge allowed by such law. Holder shall have no obligation to accept any payments hereunder not accompanied by all outstanding Late Charges. Notwithstanding anything contained herein or in any other of the Loan Documents, this paragraph is not intended to, and shall not, create any grace period or indulgence by Holder with respect to the punctual payment by Maker of all sums owed Holder, nor shall this paragraph in any way hinder, prevent or delay Holder from exercising any remedy which it may have hereunder or under any Loan Document, or at law or in equity, with respect to Maker’s failure timely to make any payment when due. Maker acknowledges that the Late Charges are not imposed as a charge for the use of money, but rather are imposed to permit Holder to recoup its administrative charges and other costs in dealing with the delinquent payment, and Late Charges shall in no way be deemed an interest charge. Partial payments accepted by Lender shall not be deemed an accord and satisfaction or waiver of any default.
   
   
6. Events of Default and Interest Upon Default. From and after an Event of Default, interest shall accrue on the total unpaid principal balance of the indebtedness evidenced hereby at the Basic Interest Rate plus four percent (4%) per annum (the “Default Rate”).
7. Acceleration. Upon the occurrence of an Event of Default, and in addition to any other remedies to which it may be entitled, Holder may, but shall not be required to, declare the total unpaid principal balance of the indebtedness evidenced hereby, together with all accrued but unpaid interest thereon, any applicable prepayment premium and all other sums owing under this Note and the Loan Documents, immediately due and payable.
   
   
8. Prepayment.

     (a) This Note may be prepaid at any time, in whole, but not in part, and only upon (i) not less than sixty (60) days’ prior written notice to Holder specifying the prepayment date, the effect of which notice shall be to accelerate the applicable maturity date to the earlier specified date for prepayment, and (ii) payment of (1) the outstanding principal amount, (2) all accrued and unpaid interest, (3) all other amounts due hereunder or under the Loan Documents, plus (4) a Prepayment Premium. As used herein, the term “Prepayment Premium” shall mean that amount which is the greater of:

          A. the remainder of (x) minus (y) where “(x)” is the present value of all unpaid installments of principal and interest due under the Note from the date specified for prepayment to and including the Maturity Date plus the present value of the outstanding principal balance at the Maturity Date, discounted at the Prevailing Interest Rate (hereafter defined), and “(y)” is the outstanding principal balance under the Note as of the date specified for prepayment;

OR

          B. 1.0% of the outstanding principal balance under the Note just prior to the prepayment.

The term “Prevailing Interest Rate” shall mean (i) the yield to maturity on a United States Treasury Bond or Treasury Note selected by Holder having (1) a maturity date as near as possible to the Maturity Date and (2) an “ask” price during the week prior to the date specified for prepayment as close as possible to par (as published in The Wall Street Journal or similar publication or available from the Federal Reserve Bank of New York as reported on the fourth (4th) business day preceding the date specified for prepayment), less (ii) the Basis Point Adjustment listed below across from the Yield Range containing the rate determined according to clause (i) of this sentence.

 YIELD RANGE                       BASIS POINT                   YIELD RANGE                 BASIS POINT ADJUSTMENT
 -----------                       ------------                  -----------                 ----------------------
                                    ADJUSTMENT
                                    ----------
      0         -     1.54              .00                         14.50      -    14.65             .45
     1.55       -     2.80              .01                         14.66      -    14.81             .46
     2.81       -     3.45              .02                         14.82      -    14.97             .47
     3.46       -     4.08              .03                         14.98      -    15.12             .48
     4.09       -     4.63              .04                         15.13      -    15.28             .49
     4.64       -     5.12              .05                         15.29      -    15.43             .50
     5.13       -     5.56              .06                         15.44      -    15.58             .51
     5.57       -     5.98              .07                         15.59      -    15.73             .52
     5.99       -     6.36              .08                         15.74      -    15.88             .53
     6.37       -     6.72              .09                         15.89      -    16.03             .54
     6.73       -     7.07              .10                         16.04      -    16.17             .55
     7.08       -     7.39              .11                         16.18      -    16.31             .56
     7.40       -     7.71              .12                         16.32      -    16.46             .57
     7.72       -     8.01              .13                         16.47      -    16.60             .58
     8.02       -     8.30              .14                         16.61      -    16.74             .59
     8.31       -     8.58              .15                         16.75      -    16.88             .60
     8.59       -     8.85              .16                         16.89      -    17.01             .61
     8.86       -     9.11              .17                         17.02      -    17.15             .62
     9.12       -     9.37              .18                         17.16      -    17.29             .63
     9.38       -     9.62              .19                         17.30      -    17.42             .64
     9.63       -     9.86              .20                         17.43      -    17.55             .65
     9.87       -     10.10             .21                         17.56      -    17.69             .66
    10.11       -     10.33             .22                         17.70      -    17.82             .67
    10.34       -     10.55             .23                         17.83      -    17.95             .68
    10.56       -     10.77             .24                         17.96      -    18.08             .69
    10.78       -     10.99             .25                         18.09      -    18.21             .70
    11.00       -     11.20             .26                         18.22      -    18.33             .71
    11.21       -     11.41             .27                         18.34      -    18.46             .72
    11.42       -     11.62             .28                         18.47      -    18.58             .73
    11.63       -     11.82             .29                         18.59      -    18.71             .74
    11.83       -     12.01             .30                         18.72      -    18.83             .75
    12.02       -     12.21             .31                         18.84      -    18.96             .76
    12.22       -     12.40             .32                         18.97      -    19.08             .77
    12.41       -     12.59             .33                         19.09      -    19.20             .78
    12.60       -     12.77             .34                         19.21      -    19.32             .79
    12.78       -     12.96             .35                         19.33      -    19.44             .80
    12.97       -     13.13             .36                         19.45      -    19.56             .81
    13.14       -     13.31             .37                         19.57      -    19.68             .82
    13.32       -     13.49             .38                         19.69      -    19.80             .83
    13.50       -     13.66             .39                         19.81      -    19.91             .84
    13.67       -     13.83             .40                         19.92      -    20.03             .85
    13.84       -     14.00             .41
    14.01       -     14.17             .42
    14.18       -     14.33             .43
    14.34       -     14.49             .44

     (b) Notwithstanding anything in this Section or in any of the other Loan Documents to the contrary, no Prepayment Premium shall be charged with respect to (i) the proceeds of any insurance policy or condemnation which are applied by Holder to the principal balance of this Note prior to an Event of Default, and any such application of insurance or condemnation proceeds shall be deemed a permitted prepayment without premium hereunder, and (ii) prepayment of this Note prior to an Event of Default as a result of an acceleration of the Loan pursuant to Section 1.02 of the Mortgage.

     (c) Maker expressly agrees that upon acceleration of the maturity of this Note as a result of any Event of Default, including without implied limitation any acceleration upon the transfer of any interest in the Property in violation of the terms of any of the Loan Documents relating to the sale, transfer or encumbering of the Property, a tender by Maker or by anyone on behalf of Maker of payment of the amount necessary to satisfy the indebtedness evidenced hereby, but not including payment of the prepayment premium due under this Section 8, made at any time, including without implied limitation prior to or at a foreclosure sale or a sale under a power of sale contained in the Mortgage, shall constitute an evasion of the prepayment terms hereof and shall be deemed to be a voluntary prepayment hereunder. In such event, Maker shall pay with any such prepayment a prepayment premium with any such prepayment equal to the amount which would have been due as a prepayment premium pursuant to this Section 8; provided, however, that the obligation of Maker to pay a prepayment premium under this Section 8 is expressly made subject to Section 9 below. Furthermore, Maker expressly acknowledges that Holder has made the Loan in reliance upon Maker’s creditworthiness and Maker’s agreement to pay in strict accordance with this Note and the other Loan Documents, including without limitation this Section 8. Maker expressly waives the provisions of any present or future statute or law which prohibits or may prohibit the collection of the foregoing prepayment premium in connection with any such acceleration.

9. Limit of Validity. All agreements between the Maker and Holder hereof are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to Holder hereof for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under usury laws applicable to Lender, if any. If, from any circumstances whatsoever fulfillment of any provision hereof or of the Loan Documents shall involve transcending the limit of validity prescribed by any law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and, if from any circumstance Holder hereof shall ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest. This provision shall control every other provision of all agreements between the Maker and Holder hereof.
   
   
10. Participations. Lender reserves the right, from time to time during the term of the Loan, to (A) enter into participation agreements with respect to the Loan or (B) assign, directly or as collateral, all or any portion of the obligations evidenced or secured by this Note and the Loan Documents and any or all of the Lender’s rights therein; and Maker and any endorser, surety or guarantor of this Note shall each cooperate with Lender in connection with the execution of any documents requested by Lender in connection with such participation agreements or the transfer of any such assignments.
    
    
11. Waiver of Subrogation. Each Maker hereby unconditionally and irrevocably waives any “claim” (as defined in the United States Bankruptcy Code, Title 11 of the United States Code) he/she/it has or hereafter acquires against any other Maker and further agrees that he/she/it will not at any time assert or exercise against any other Maker, and does hereby waive and release, any right of or claim to subrogation, reimbursement, indemnity, contribution or payment (including any right to proceed upon any collateral) for or with respect to any amounts which such Maker may pay or be obligated to pay to Lender hereunder, under any of the Loan Documents or in any other connection to the Loan.
    
    
12. Miscellaneous.

     (a) If interest, principal or other sum owing under this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all reasonable costs of collection, including but not limited to, reasonable attorneys’ fees plus all expenses incurred by Holder hereof in connection with the protection or realization of the collateral and enforcement of any guaranty on account of such collection, whether or not suit is filed hereon. Such fees shall include, without limitation, costs and reasonable attorneys’ fees incurred in any appeal.

     (b) Maker and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, acceleration or dishonor and non-payment of this Note, and expressly consent to any extension of time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, to the release, change or modification of any collateral posted as security for the payment of this Note, and any such extension, modification or release may be made without notice to any of said parties and without in any way affecting or discharging this liability.

     (c) No single or partial exercise of any power hereunder shall preclude other or further exercise thereof or the exercise of any other power. Holder hereof shall at all times have the right to proceed against any portions of security held therefor in such order and in such manner as Holder may deem fit, without waiving any rights with respect to any other security. No delay or omission on the part of Holder hereof in exercising any right or remedy hereunder or the acceptance of one or more installments from any person after an Event of Default hereunder or under the Loan Documents shall operate as a waiver of such right or remedy or of any other right or remedy under this Note nor as a waiver of such right or remedy in connection with any future default.

     (d) If more than one person or entity has executed this Note or becomes obligated under this Note, the obligations and covenants of each such person and/or entity shall be joint and several. The release by Holder of any party liable on this Note shall not operate to release any other party liable hereon.

     (e) In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein; provided, however, Maker agrees to cooperate with Holder to negotiate in good faith to replace any provision so held invalid or unenforceable with a valid provision which is as similar as possible to the invalid or unenforceable provision.

     (f) This Note is to be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts; provided, however, that if the conflict or choice of law rules would choose the law of another State, Maker hereby waives such rules and agrees that Massachusetts’ substantive, procedural and constitutional law shall nonetheless govern.

     (g) All notices hereunder shall be deemed to have been duly given if delivered in accordance with the provisions set forth in Paragraph 3.07 of the Mortgage; notice provisions contained therein relating to (i) the Mortgagor thereunder shall be applicable to Maker, and (ii) the Mortgagee thereunder shall be applicable to Holder.

     (h) This Note may not be waived, changed, modified or discharged orally, except by an agreement in writing signed the party against whom the enforcement of waiver, change, modification or discharge is sought.

     (i) The underlined words appearing at the commencement of the paragraphs are included only as a guide to the contents thereof and are not to be considered as controlling, enlarging or restricting the language or meaning of those paragraphs.

     (j) As used herein, the terms “Maker” and “Holder” shall be deemed to include their respective heirs, successors, legal representatives and assigns, whether voluntary by action of the parties or involuntary by operation of law.

     (k) Maker hereby consents to the nonexclusive personal jurisdiction of the federal and state courts located in Boston, Massachusetts in any and all actions between Maker and Holder arising under or in connection with this Note, the Loan or any of the Loan Documents.

     (l) Maker represents, warrants and covenants to Holder that all of the proceeds of this Note will be used for business or commercial purposes and no part of the Loan has been or will be used for personal, family, household or agricultural purposes.

     (m) ANY AND ALL DEPOSITS OR OTHER SUMS AT ANY TIME CREDITED BY OR DUE TO THE UNDERSIGNED FROM THE LENDER AND ANY CASH, SECURITIES, INSTRUMENTS OR OTHER PROPERTY OF THE UNDERSIGNED IN THE POSSESSION OF THE LENDER, WHETHER FOR SAFEKEEPING OR OTHERWISE (REGARDLESS OF THE REASON THE LENDER HAD RECEIVED THE SAME OR WHETHER THE LENDER HAS CONDITIONALLY RELEASED THE SAME) SHALL AT ALL TIMES CONSTITUTE SECURITY FOR ALL LIABILITIES ARISING OUT OF THE LOAN DOCUMENTS AND FOR ANY AND ALL OBLIGATIONS OF THE UNDERSIGNED TO THE LENDER, AND MAY BE APPLIED OR SET OFF AGAINST SUCH LIABILITIES AND AGAINST THE OBLIGATIONS OF THE UNDERSIGNED TO THE LENDER INCLUDING, WITHOUT LIMITATION, THOSE ARISING HEREUNDER, AT ANY TIME, AFTER AN EVENT OF DEFAULT WHETHER OR NOT OTHER COLLATERAL IS THEN AVAILABLE TO THE LENDER.

     (n) FOR AND IN CONSIDERATION OF HOLDER’S ENTERING INTO THE LOAN, EACH MAKER, BEING AN EXPERIENCED PARTICIPANT IN REAL ESTATE VENTURES, AND HAVING CONSULTED WITH COUNSEL OF ITS/HIS/HER CHOOSING, HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING (i) BROUGHT BY MAKER, HOLDER OR ANY OTHER PERSON RELATING TO (a) THE LOAN, (b) THIS NOTE, OR (c) THE LOAN DOCUMENTS, OR (ii) TO WHICH HOLDER IS A PARTY. EACH MAKER HEREBY AGREES THAT THIS NOTE CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY, AND EACH MAKER DOES HEREBY CONSTITUTE AND APPOINT HOLDER ITS/HIS/HER TRUE AND LAWFUL ATTORNEY-IN-FACT, WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, AND EACH MAKER DOES HEREBY AUTHORIZE AND EMPOWER HOLDER, IN THE NAME, PLACE AND STEAD OF EACH MAKER, TO FILE THIS NOTE WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. EACH MAKER ACKNOWLEDGES THAT ITS WAIVER OF TRIAL BY JURY HAS BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY EACH MAKER, AND ONLY AFTER CONSULTATION WITH SOPHISTICATED LEGAL COUNSEL OF ITS/HIS/HER OWN CHOOSING, AS PART OF A BARGAINED-FOR LOAN TRANSACTION.

     (o) Maker agrees to perform and comply with each of the covenants, conditions, provisions and agreements of Maker contained in this Note, the Mortgage and each of the Loan Documents. Maker agrees that the obligation evidenced by this Note shall be payable in accordance with its terms without offset, counterclaim, demand, withholding or deduction.

     (p) Maker hereby appoints The Manufacturers Life Insurance Company (U.S.A.) as its agent for the purpose of maintaining a registration book in which the ownership of the Note shall be recorded. This Note may be sold, transferred or assigned only upon notification by the holder to The Manufacturers Life Insurance Company (U.S.A.) at the address indicated herein that a sale, transfer or assignment of the Note has been duly executed by the holder.

13. Limited Recourse. The obligations of and rights against the Maker and the Principal Affiliates (as hereinafter defined) under the Loan Documents shall be satisfied and enforced only against the Property and other collateral provided in connection with the Loan (any and all of which is hereinafter referred to as the “Security”) and no recourse shall be had against the Maker or the Principal Affiliates for money damages or against any other assets of the Maker or the Principal Affiliates. Notwithstanding the foregoing limitation, Lender shall be entitled to commence and maintain an action against the Maker or any Principal Affiliate:

      (a) to exercise rights and remedies and/or perfect a lien or security interest against the Security;

     (b) to recover for any breach or default of or upon any guarantee, warranty or indemnity (including, without limitation, the environmental indemnity required pursuant to the Section entitled “Environmental Matters” contained in the Mortgage) executed by the Maker or any Principal Affiliate;

     (c) to recover an amount equal to the aggregate of the following:

1. all rents, issues, profits and/or proceeds from the Property after the occurrence of a default which are applied other than in repayment of the Loan or to reasonable operating costs related to the Property paid to third parties unaffiliated with the Maker or with any Principal Affiliate;
   
   
2. all security, advance rental, lease termination or other deposits paid by tenants and any interest accrued or due thereon, which are not, immediately after the occurrence of a default, turned over to the Lender;
   
   
3. all insurance proceeds or condemnation awards which are applied other than in repayment of the Loan or restoration of the Security in accordance with the Loan Documents, or in the case of rent loss insurance proceeds only, to reasonable operating costs related to the Property and paid to third parties unaffiliated with the Maker or with any Principal Affiliate;
   
   
4. all losses incurred by Lender as a result of the failure to insure the Property as required by the terms of the Loan Documents;
   
   
5. all losses incurred by Lender as a result of: (1) any illegal, intentional or grossly negligent act or omission which results in the waste of, damage to, or impairment in value of, the Security; (2) fraud or conversion; (3) any false or misleading representation contained in the loan application or the other Loan Documents;
   
   
6. all outstanding taxes, assessments or other liens upon or against any of the Security which have not been paid or discharged, plus all penalties, interest, legal fees and other costs paid by Lender to pay or discharge the same, in the case where rents, issues, profits and/or proceeds from the Property were sufficient to pay or discharge the same (or to the extent Lender is not notified in advance to the contrary);
   
   
7. the cost incurred by Lender to:

               (A) maintain and repair the Property to the standard required by the terms of the Loan Documents if such standard has not been met by the Maker; or

               (B) perform the Maker's obligations under any of the Leases;

           in each case, where the rents, issues, profits and/or proceeds from the Property were sufficient to satisfy the costs of repair, maintenance and performance (or to the extent Lender is not notified in advance to the contrary); and

8. all costs and expenses incurred by Lender (including, without limitation, reasonable legal fees and costs):

                (A) to enforce the obligations of the Maker or a Principal Affiliate under this Section; and

                (B) to foreclose, obtain appointment of a receiver, sell or take any other proceeding to enforce or collect the Loan, the Loan Documents and/or realize upon the Security, or in connection with any bankruptcy proceeding or application for arrangement or reorganization brought by or against the Maker or any Principal Affiliate, if (1) the Maker or any Principal Affiliate hinders or contests, or causes another to hinder or contest, such proceedings and (2)

Lender prevails in such proceedings.

This limited recourse provision and the limitations on Lender’s rights hereunder shall be null and void if and to the extent: (1) any part or all of the Security is lost due to forfeiture for any reason; or (2) in the event of a violation of the terms of any of the Loan Documents relating to the sale, transfer or encumbering of the Property, the Maker, or any interest in either, unless consented to in writing by Lender, with the effect in either case that Lender shall have full recourse against any and all assets of the Maker and/or Principal Affiliates without the restrictions or limitations of this limited recourse provision.

The term “Principal Affiliates” shall include all general partners and limited partners who have a controlling interest or who act as general partners of the Maker (if the Maker is a partnership), majority or controlling members or partners of the Maker or its general partner (if the Maker or its general partner is a limited liability company or limited liability partnership), and majority or controlling beneficiaries or shareholders of the Maker or corporate general partners of the Maker (if the Maker or its general partner is a trust or corporation). Without limiting the generality of the preceding sentence, the term “Principal Affiliates” shall include Perini Corporation, but not the shareholders of Perini Corporation.

[END OF PAGE]

         EXECUTED as a sealed instrument as of the day and year first above written.

                                                     MAKER:

                                                     MT. WAYTE REALTY, LLC

                                                     By:      PERINI CORPORATION, Member

/s/ Alan P Gottlieb                                  By:      /s/ Susan C. Mellace
Witness                                                       Name: SUSAN C. MELLACE
                                                              Title: V.P. AND TREASURER

EX-27

 

<ARTICLE>                  5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
Consolidated  Condensed  Balance  Sheets  as  of  September  30,  2000  and  the
Consolidated  Condensed  Statements  of  Operations  for the nine  months  ended
September  30, 2000 as qualified in its entirety by reference to such  financial
statements.

<MULTIPLIER>                                        1,000

                                            
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   SEP-30-2000
<CASH>                                             38,615
<SECURITIES>                                            0
<RECEIVABLES>                                     141,623
<ALLOWANCES>                                            0
<INVENTORY>                                             0
<CURRENT-ASSETS>                                  304,884 
<PP&E>                                             27,789
<DEPRECIATION>                                     17,952
<TOTAL-ASSETS>                                    318,266 
<CURRENT-LIABILITIES>                             226,556
<BONDS>                                            19,772
<PREFERRED-MANDATORY>                                   0
<PREFERRED>                                           100
<COMMON>                                           22,645
<OTHER-SE>                                              0
<TOTAL-LIABILITY-AND-EQUITY>                      318,266 
<SALES>                                                 0
<TOTAL-REVENUES>                                  759,841
<CGS>                                                   0
<TOTAL-COSTS>                                    (722,700)
<OTHER-EXPENSES>                                      604
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                 (3,196)
<INCOME-PRETAX>                                    16,490 
<INCOME-TAX>                                          530
<INCOME-CONTINUING>                                17,020
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                       17,020
<EPS-BASIC>                                          0.83
<EPS-DILUTED>                                        0.83

<F1>    Includes Equity in Construction Joint Ventures of $94,523, Unbilled Work
        of $17,205,  Net Current Assets of  Discontinued  Operations of $11,763,
        and Other Short-Term Assets of $1,155,  not currently  reflected in this
        tag list.

<F2>    Includes Other Long-Term  Assets of $3,545,  not currently  reflected in
        this tag list.

<F3>    Includes Deferred  Income  Taxes  and  Other   Liabilities  of  $18,139,
        Stock Purchase Warrants of $2,233, Paid-In Surplus of $100,056, Retained
        Deficit of $(70,270) and Treasury Stock of $(965).

<F4> Includes  General and  Administrative  Expenses  of $18,059  not  currently
     refelected in this tag list.