8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2005

Perini Corporation
(Exact name of registrant as specified in its charter)

Massachusetts                                                                                        1-6314                                                                04-1717070
(State or other jurisdiction of                                                 (Commission file number)                                               (I.R.S. Employer
incorporation or organization)                                                                                                                                            Identification No.)

73 Mt. Wayte Avenue, Framingham, MA 01701
(Address of principal executive offices) (Zip code)

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

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE.

On October 3, 2005, Perini Corporation (the “Company”) completed the acquisition of Rudolph & Sletten, Inc., as described under Items 1.01 and 2.01 of the Company’s Form 8-K filed with the Securites and Exchange Commission on October 7, 2005. This amendment on Form 8-K/A is being filed for the purpose of filing the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a)      Financial statements of businesses acquired.

The following audited financial statements of Rudolph & Sletten, Inc. are included in this Current Report as Exhibit 99.2 and incorporated herein by reference in this Item 9.01:

Independent Auditors' Report
Balance Sheet as of September 30, 2005
Statement of Income for the year ended September 30, 2005
Statement of Stockholders' Equity for the year ended September 30, 2005
Statement of Cash Flows for the year ended September 30, 2005
Notes to Financial Statements

(b)      Pro forma financial information.

The following unaudited pro forma financial information is included in this Current Report as Exhibit 99.3 and incorporated herein by reference in this Item 9.01:

Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2005
Unaudited Pro Forma Condensed Combined Statement of Income for the nine months ended September 30, 2005
Unaudited Pro Forma Condensed Combined Statement of Income for the year ended December 30, 2004
Notes to Unaudited Pro Forma Condensed Combined Financial Information

(c)      Exhibits.

         Exhibit No.       Description

             10.1          Stock Purchase Agreement dated October 3, 2005 by and among Perini Corporation, Rudolph &
                           Sletten, Inc. and the Shareholders of Rudolph & Sletten, Inc. (incorporated by reference to
                           Exhibit 10.1 to Perini Corporation's Quarterly Report on Form 10-Q for the period ended
                           September 30, 2005 filed on November 4, 2005).

             23.1          Consent of independent auditors - filed herewith.

             99.1          Press Release of Perini Corporation dated October 4, 2005 (incorporated by reference to
                           Exhibit 99.1 to Perini Corporation's Current Report on Form 8-K filed on October 7, 2005).

             99.2          Audited financial statements of Rudolph & Sletten, Inc. as of and for the year ended
                           September 30, 2005 - filed herewith.

             99.3          Unaudited pro forma combined financial information as of and for the nine months ended
                           September 30, 2005 and for the year ended December 31, 2004 - filed herewith.

SIGNATURE

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

                                                                                Perini Corporation

Dated: December 19, 2005                                   By: /s/ Michael E. Ciskey
                                                                                       Michael E. Ciskey
                                                                                       Vice President and Chief Financial Officer

                                                Exhibit Index

         Exhibit No.       Description

             10.1          Stock Purchase Agreement dated October 3, 2005 by and among Perini Corporation, Rudolph &
                           Sletten, Inc. and the Shareholders of Rudolph & Sletten, Inc. (incorporated by reference to
                           Exhibit 10.1 to Perini Corporation's Quarterly Report on Form 10-Q for the period ended
                           September 30, 2005 filed on November 4, 2005).

             23.1          Consent of independent auditors - filed herewith.

             99.1          Press Release of Perini Corporation dated October 4, 2005 (incorporated by reference to
                           Exhibit 99.1 to Perini Corporation's Current Report on Form 8-K filed on October 7, 2005).

             99.2          Audited financial statements of Rudolph & Sletten, Inc. as of and for the year ended
                           September 30, 2005 - filed herewith.

             99.3          Unaudited pro forma combined financial information as of and for the year ended December 31,
                           2004 and for the nine months ended September 30, 2005 - filed herewith.

EX-23

Exhibit 23.1

Consent of Independent Auditors

The Board of Directors
Rudolph and Sletten, Inc.:

We consent to the incorporation by reference in the registration statements (Nos. 002-82117, 033-24646, 333-40370 and 333-116362) on Form S-8 of Perini Corporation of our report dated November 18, 2005, with respect to the balance sheet of Rudolph and Sletten, Inc. as of September 30, 2005, and the related statements of income, stockholders’ equity and cash flows for the year ended September 30, 2005, which report appears in this Current Report on Form 8-K/A Amendment No. 1 of Perini Corporation dated October 3, 2005.

KPMG LLP

San Francisco, California
December 16, 2005

EX-99

Exhibit 99.2

RUDOLPH AND SLETTEN, INC.

Financial Statements

September 30, 2005

(With Independent Auditors' Report Thereon)

Independent Auditors’ Report

The Board of Directors
Rudolph and Sletten, Inc.:

We have audited the accompanying balance sheet of Rudolph and Sletten, Inc. as of September 30, 2005, and the related statements of income, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rudolph and Sletten, Inc. as of September 30, 2005, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

KPMG LLP

San Francisco, California
November 18, 2005

                                           RUDOLPH AND SLETTEN, INC.
                                                 Balance Sheet
                                               September 30, 2005

                                            Assets
Current assets:
   Cash and cash equivalents                                                                        $  1,862,916
   Short-term investments                                                                             32,292,728
   Contract receivables:
      Currently due                                                                                  117,521,669
      Retentions                                                                                      52,826,670
   Costs and estimated earnings in excess of billings on
      contracts in progress                                                                            6,971,324
   Income taxes receivable                                                                                44,153
   Deferred income taxes                                                                                  54,648
   Prepaid expenses and other current assets                                                           2,889,298
                                                                                                -----------------
              Total current assets                                                                   214,463,406
Fixed assets, net                                                                                     14,836,954
Due from related parties                                                                                 149,918
Other assets                                                                                           1,607,696
                                                                                                -----------------
                                                                                                    $231,057,974
                                                                                                =================

                             Liabilities and Stockholders' Equity
Current liabilities:
   Accounts and subcontracts payable:
      Currently due                                                                                 $125,278,704
      Retentions                                                                                      44,975,532
   Billings in excess of costs and estimated earnings on
      contracts in progress                                                                            8,543,931
   Income taxes payable                                                                                   66,497
   Accrued expenses                                                                                   15,523,012
                                                                                                -----------------
              Total current liabilities                                                              194,387,676
Other long-term liabilities                                                                            2,802,729
                                                                                                -----------------
              Total liabilities                                                                      197,190,405
                                                                                                -----------------
Stockholders' equity:
   Class A common stock - 2,000,000 shares authorized, 317,660 shares issued
       and outstanding                                                                                     3,177
   Class B common stock - 10,000,000 shares authorized, 763,411 shares issued
      and outstanding                                                                                      7,633
   Paid-in capital                                                                                     6,283,441
   Retained earnings                                                                                  27,553,705
   Accumulated other comprehensive income - unrealized
      change in fair value of investment securities                                                       19,613
                                                                                                -----------------
              Total stockholders' equity                                                              33,867,569
                                                                                                -----------------
                                                                                                    $231,057,974
                                                                                                =================

See accompanying notes to financial statements.

2

                                  RUDOLPH AND SLETTEN, INC.

                                     Statement of Income

                                Year ended September 30, 2005

Contract operations:
   Revenues                                                                    $  644,223,722
   Costs                                                                          608,071,888
                                                                               ---------------
              Gross profit from contract operations                                36,151,834
General and administrative expenses                                                31,668,804
                                                                               ---------------
              Income from operations                                                4,483,030
Other income (expense):
   Investment income                                                                1,290,537
   Gain on sale of investment properties:
      Related parties                                                               3,334,598
      Other                                                                           289,666
   Loss on sale of fixed assets                                                       (93,065)
   Interest expense                                                                  (111,490)
   Other, net                                                                         160,890
                                                                               ---------------
              Income before income taxes                                            9,354,166
Provision for income taxes                                                            779,556
                                                                               ---------------
              Net income                                                       $    8,574,610
                                                                               ===============

See accompanying notes to financial statements.

3

                                                                              RUDOLPH AND SLETTEN, INC.
                                                                          Statement of Stockholders' Equity
                                                                            Year ended September 30, 2005


                                                                                                                                                 Accumulated
                                            Class A common stock           Class B common stock                                                     other                  Total
                                          --------------------------    ---------------------------       Paid-in            Retained           comprehensive          stockholders'
                                            Shares         Amount         Shares          Amount          capital            earnings               income                 equity
                                          -----------     ----------    ------------     ----------     -------------     ---------------     -------------------     -----------------
Balances, September 30, 2004               317,660        $ 3,177        704,593         $7,045     $   4,663,974     $    25,082,362             $     9,602          $ 29,766,160
Common stock issued                           --             --           78,500            785         2,274,930                 --                      --              2,275,715
Common stock repurchased                      --             --          (19,682)          (197)         (655,463)                --                      --               (655,660)
Distributions to stockholders                 --             --              --             --                --           (6,103,267)                    --             (6,103,267)
Comprehensive income:
   Net income                                 --             --              --             --                --            8,574,610                     --              8,574,610
   Other comprehensive income -
     holding gain arising
     during period                            --             --              --             --                --                  --                   10,011                10,011
                                                                                                                                                                      -----------------
Total comprehensive income                                                                                                                                                8,584,621
                                          -----------     ----------    ------------     ----------     -------------     ---------------     -------------------     -----------------
Balances, September 30, 2005               317,660        $ 3,177        763,411         $7,633      $   6,283,441     $    27,553,705            $    19,613          $ 33,867,569
                                          ===========     ==========    ============     ==========     =============     ===============     ===================     =================

See accompanying notes to financial statements.

                                              RUDOLPH AND SLETTEN, INC.
                                               Statement of Cash Flows
                                            Year ended September 30, 2005

Cash flows from operating activities:
   Net income                                                                                        $   8,574,610
   Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization                                                                      3,097,695
      Gain on sale of investment properties                                                             (3,624,264)
      Loss on sale of fixed assets                                                                          93,065
      Loss on sale of investments                                                                            8,940
      Provision for deferred income taxes                                                                   40,013
      Decrease (increase) in operating assets:
         Contract receivables                                                                           (5,585,490)
         Costs and estimated earnings in excess of billings on contracts in progress                    (3,436,002)
         Income taxes receivable                                                                           (44,153)
         Prepaid expenses and other assets                                                                  89,996
      Increase (decrease) in operating liabilities:
         Accounts and subcontracts payable                                                              20,005,357
         Billings in excess of costs and estimated earnings on contracts in progress                    (5,680,667)
         Accrued expenses and other long-term liabilities                                               (4,194,003)
         Income taxes payable                                                                             (109,730)
                                                                                                     -----------------
              Net cash provided by operating activities                                                  9,235,367
                                                                                                     -----------------
Cash flows from investing activities:
   Purchase of short-term investments                                                                 (106,341,813)
   Proceeds from sale of short-term investments                                                         98,470,071
   Additions to fixed assets                                                                            (8,110,550)
   Proceeds from sale of fixed assets                                                                      226,899
   Decrease in due from related parties                                                                  1,105,616
   Proceeds from sale of investment properties                                                           4,058,082
                                                                                                     -----------------
              Net cash used in investing activities                                                    (10,591,695)
                                                                                                     -----------------
Cash flows from financing activities:
   Principal payments on long-term debt                                                                 (2,346,833)
   Common stock issued                                                                                     637,780
   Common stock repurchased                                                                               (655,660)
   Distributions to stockholders                                                                        (4,517,094)
                                                                                                     -----------------
              Net cash used in financing activities                                                     (6,881,807)
                                                                                                     -----------------
              Net decrease in cash and cash equivalents                                                 (8,238,135)
Cash and cash equivalents, beginning of year                                                            10,101,051
                                                                                                     -----------------
Cash and cash equivalents, end of year                                                               $   1,862,916
                                                                                                     =================
Supplemental disclosure of cash flow information:
   Cash paid during the year for income taxes                                                        $   1,405,000
   Cash paid during the year for interest                                                                  119,134
Noncash investing and financing activities:
   Issuance of common stock for vested stock rights                                                      1,637,935
   Distribution of investment properties and other assets to stockholders at
      net book value                                                                                     1,586,173

See accompanying notes to financial statements.

5

RUDOLPH AND SLETTEN, INC.

Notes to Financial Statements

September 30, 2005

(1) Operations and Accounting Policies

   (a)    Construction Contract Operations

Rudolph and Sletten, Inc. (the Company), a California corporation, provides general contracting, engineering, and construction management services, primarily to the electronics, commercial development, education, pharmaceutical, health care, and other commercial industries in the western United States.

Gross profit from construction contracts is recognized under the percentage-of-completion method whereby an estimated percentage of each contract, based on the ratio of costs incurred to the Company’s estimate of total anticipated costs, is applied to total estimated gross profit. Revisions in cost and profit estimates made during the course of the work are reflected in the accounting period in which the facts that require the revision become known. A provision is made currently for the entire amount of any estimated future losses on contracts. The Company includes in contract revenues an amount equal to costs incurred attributable to contract claims when realization of such revenue is probable and the amount can be reliably estimated. Actual results of construction contracts may differ from estimates used by the Company in recording gross profit on contracts in process, and such differences could be material to the financial statements.

The classification of current assets and current liabilities is determined based on the Company’s contract cycle which generally exceeds one year. Accordingly, current assets and current liabilities include amounts related to construction contracts in progress, which may not be received or paid within one year.

   (b)    Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates.

   (c)    Cash Equivalents

The Company’s cash is held by a major financial institution. The Company records all highly liquid securities with three months or less from date of purchase to maturity as cash equivalents. Cash equivalents as of September 30, 2005, consist of money market funds and government securities carried at fair value, which approximates cost as of September 30, 2005.

6

(Continued)

RUDOLPH AND SLETTEN, INC.

Notes to Financial Statements

September 30, 2005

   (d)    Short-Term Investments

Management determines the appropriate classification of investments in debt and marketable equity securities at the time of purchase. Investments classified as available-for-sale are recorded at fair value based on quoted market prices. Unrealized holding gains and losses, net of the related tax effects, are excluded from earnings and reported as a separate component of other comprehensive income until realized. Investments in debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold them to maturity. The cost of held-to-maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income along with earned interest and dividends. The cost of securities sold is based on the specific identification method.

   (e)    Contract Receivables

Contract receivables are recorded at the invoiced amount and do not bear interest. Past due balances over 60 days and other significant amounts are reviewed individually for collectibility. All other balances are reviewed on a pooled basis. An allowance for doubtful accounts is recorded if necessary. Account balances are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

Retentions are generally due upon contract completion. Retentions include approximately $29,800,000 as of September 30, 2005, which are expected to be collected after 12 months.

   (f)    Long-Lived Assets

Automotive equipment, construction equipment, office furniture and fixtures, and computer software are carried at cost and depreciated over their estimated useful lives, which range from two to six years, using straight-line and accelerated methods. Building and improvements and land improvements are depreciated over estimated useful lives of 25 and 15 years, respectively. Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives.

Impairment losses are recognized on long-lived assets used in operations, such as fixed assets, when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of the assets. The impairment loss is based on the fair value of the assets.

   (g)    Income Taxes

The Company, with the consent of its stockholders, elected S corporation status for both federal and California tax purposes, effective July 1, 2000. As an S corporation, the Company generally is not subject to federal or state income tax, except for a 1.5% California franchise tax. The Company’s taxable income is includable in the tax returns of the stockholders. The Company is also subject to lookback interest and may be subject to a corporate level tax on any built-in gains existing as of July 1, 2000, if such gains are realized before July 1, 2010.

In connection with its S corporation election, the Company changed its fiscal year-end to September 30. The federal tax deposit required by the Internal Revenue Service in order to maintain

7

(Continued)

RUDOLPH AND SLETTEN, INC.

Notes to Financial Statements

September 30, 2005

a fiscal year-end amounted to $945,977 as of September 30, 2005, and is included in prepaid expenses and other current assets in the accompanying balance sheet.

Deferred income taxes are computed using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws expected to apply to taxable income when the differences are expected to reverse.

   (h)    Stock-Based Compensation

The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, to account for its stock-based compensation. There are no fixed awards outstanding. Stock rights and other variable awards are charged to expense over the related service period, which is generally the vesting period.

   (i)    Due from Related Parties

Due from related parties consists of a note receivable secured by a mortgage and unsecured cash advances that are due on demand.

(2)    Short-Term Investments

Short-term investments consist of the following as of September 30, 2005:

       Available-for-sale:
            Municipal bonds                                 $   32,171,756
            Equity securities                                      120,972
                                                           -----------------
                                                            $   32,292,728
                                                           =================

There were no significant unrealized gains or losses as of September 30, 2005.

Debt securities classified as available-for-sale mature at various dates ranging from 2006 to 2042, as follows:

         Due after three months through five years          $   2,623,756
         Due after five years through ten years                 3,725,000
         Due after ten years                                   25,823,000
                                                           ------------------
                                                            $  32,171,756
                                                           ==================

8

(Continued)

RUDOLPH AND SLETTEN, INC.

Notes to Financial Statements

September 30, 2005

(3)    Fixed Assets

Fixed assets consist of the following as of September 30, 2005:

         Automotive equipment                                   $    6,916,216
         Construction equipment                                      5,682,894
         Office furniture and fixtures                               6,400,853
         Leasehold improvements                                      6,352,221
         Computer software                                           1,131,847
         Building and improvements                                   3,318,179
         Land and land improvements                                  1,183,511
                                                                ------------------
                                                                    30,985,721
         Less accumulated depreciation and amortization            (16,148,767)
                                                                ------------------
                                                                $   14,836,954
                                                                ==================

(4)    Bank Financing Arrangements

The Company has a $5,000,000 bank line of credit that expires on March 1, 2006. Borrowings under the line of credit bear interest at either the bank’s prime rate or LIBOR plus 2%. The line of credit agreement includes covenants which require the Company to maintain certain financial ratios. Any borrowings under the line of credit will be secured by a portion of the Company’s short-term investments managed by an affiliate of the bank. As of September 30, 2005, no line of credit borrowings have been made. This line of credit may be used to finance standby letters of credit to a maximum of $2,500,000. As of September 30, 2005, there was one outstanding letter of credit, expiring March 1, 2006, totaling $150,000 issued as security on an office lease. There was also a second outstanding letter of credit with the same bank, unrelated to the Company’s line of credit, in the amount of $3,500,000 to secure insurance obligations. This letter of credit is secured by a portion of the same short-term investment portfolio as the line of credit borrowings. Effective November 18, 2005, both of the letters of credit and the line of credit were cancelled.

(5)    Stockholders’ Equity

    (a)    Common Stock

The Company’s Class A and nonvoting Class B common stock is governed by stockholder agreements. Upon notification that any stockholder wishes to sell any of the shares of common stock owned or terminate employment with the Company, the Company is obligated to repurchase the stock at its value per share, as defined in the stockholder agreements.

In the event of the death of a stockholder, the Company is obligated to repurchase the stockholder’s common stock at its value per share, as defined in the stockholder agreements. As of September 30, 2005, the Company owned life insurance policies on certain stockholders which would cover its obligations with respect to 317,650 shares of Class A common stock and 45,986 shares of Class B common stock in the event of the death of the stockholders.

9

(Continued)

RUDOLPH AND SLETTEN, INC.

Notes to Financial Statements

September 30, 2005

   (b)    Stock Rights

During the year ended June 30, 2000, the Company granted stock rights for 68,000 shares of Class B common stock to certain employees, with all rights terminating if an employee were to leave the Company prior to the vesting date. Rights for 56,500 shares vested and the employees received the shares on July 1, 2005. Compensation expense related to the stock rights was recognized over the vesting period, including $352,345 during the year ended September 30, 2005.

(6)    Income Tax Expense

Income tax expense for the year ended September 30, 2005, consists of the following:

         Current:
              Federal           $          588,554
              State                        150,989
                                ------------------
                                           739,543
                                ------------------
         Deferred:
              Federal                            -
              State                         40,013
                                ------------------
                                            40,013
                                ------------------
                                $          779,556
                               ===================

The difference between the provision for income taxes included in the accompanying statement of income and the amount computed by applying the 1.5% California franchise tax rate for S Corporations to income before income taxes results primarily from built-in gains tax on appreciated real property sold or distributed during the year.

The tax effects of temporary differences that give rise to the deferred tax asset are primarily related to accrued expenses not yet deducted for income tax purposes. The Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax asset. Accordingly, no valuation allowance has been recorded.

(7)    Profit Sharing and Pension Plans

The Company has a 401(k) plan covering substantially all nonunion salaried employees. Under the provisions of the plan, employees can defer up to 96% of their salaries or the legal maximum for this type of plan, whichever is less. The Company matches 100% of the first 4% of salary which each employee contributes to the plan. The Company may make additional contributions to the 401(k) plan at the Company’s discretion. The Company’s contributions to the 401(k) plan charged to expense during the year ended September 30, 2005, were $1,260,982.

The Company also contributes to various trusteed pension plans under industry-wide agreements. Contributions are based upon hours worked by employees and are funded on a current basis. Employer contributions to the plan are charged to job costs and amounted to $2,255,114 for the year ended September 30, 2005.

10

(Continued)

RUDOLPH AND SLETTEN, INC.

Notes to Financial Statements

September 30, 2005

(8)    Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, contract receivables, costs and estimated earnings in excess of billings on contracts in progress, accounts and subcontracts payable, billings in excess of costs and estimated earnings on contracts in progress, and accrued expenses approximate fair value due to the short-term maturity of these instruments. The fair values of debt securities and marketable equity securities are based on quoted market prices. Management has determined that the carrying amount of balances due from related parties approximates fair value.

(9)    Commitments and Contingencies

The Company leases certain operating facilities under noncancelable operating leases. Future minimum rentals under noncancelable operating leases with terms greater than one year are as follows for the years ending September 30:

          2006                  $     1,121,485
          2007                        1,526,745
          2008                        1,557,348
          2009                          937,356
          2010                          796,731
          Thereafter                  4,195,295
                                ------------------
                                $    10,134,960
                                ==================

In addition, the Company leases certain construction equipment from affiliated entities under month-to-month agreements.

Rent expense under all operating leases was approximately $2,205,000 for the year ended September 30, 2005, including $526,000 under leases with affiliated entities.

The Company is a party to a number of lawsuits and claims arising in the normal course of business. Claims arising from certain construction contracts have been made against the Company by project owners and subcontractors. Management believes that certain of these claims will be covered by insurance. The Company has also made some claims against project owners for costs incurred in excess of contract amounts. Management believes that the outcome of these matters will not have a material adverse effect on the Company’s financial position or results of operations.

(10)    Concentration

The Company has one customer that accounted for 35% of contract revenues for the year ended September 30, 2005, and 49% of contract receivables (including retentions) as of September 30, 2005.

11

(Continued)

RUDOLPH AND SLETTEN, INC.

Notes to Financial Statements

September 30, 2005

(11)    Related Party Transactions

The Company was involved in various transactions throughout the year with several companies that have some common ownership. Many of these transactions are disclosed throughout the financial statements. Related party transactions that are not disclosed elsewhere in the financial statements include sales of properties to officers and stockholders at appraised values resulting in $3,334,598 in gains for the year ended September 30, 2005, and the transfer of executive life insurance policies to the executives which resulted in compensation expense of $665,104 for the year ended September 30, 2005.

(12)    Subsequent Event

Effective October 3, 2005, the Company’s stockholders sold 100% of the Company’s common stock to an unaffiliated third party.

12

EX-99

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information gives effect to the acquisition by Perini Corporation (the “Company”) of Rudolph & Sletten, Inc. (“Rudolph & Sletten”). This unaudited pro forma combined financial information has been prepared from the historical consolidated financial statements of the Company and of Rudolph & Sletten and should be read in conjunction therewith.

On October 3, 2005, the Company completed its acquisition of Rudolph & Sletten pursuant to a Stock Purchase Agreement dated October 3, 2005, whereby the Company purchased 100% of Rudolph & Sletten’s capital stock for approximately $55 million in cash. The transaction was financed with cash on hand, a portion of which was subsequently refinanced with a new $30 million term loan under the Company’s amended and restated credit agreement.

The accompanying unaudited pro forma combined financial information is presented to illustrate the effects of the acquisition on the historical financial position and operating results of the Company and Rudolph & Sletten. The unaudited pro forma condensed combined balance sheet as of September 30, 2005 gives effect to the acquisition as if it had occurred on that date, and combines the unaudited historical condensed balance sheet of the Company as of September 30, 2005 with the audited balance sheet of Rudolph & Sletten as of September 30, 2005. The unaudited pro forma combined statement of income for the fiscal year ended December 31, 2004 gives effect to the acquisition as if it had occurred on January 1, 2004, and combines the audited historical statement of income of the Company and the unaudited historical statement of income of Rudolph & Sletten for the year ended December 31, 2004. The unaudited pro forma combined statement of income for the nine months ended September 30, 2005 gives effect to the acquisition as if it had occurred on January 1, 2004, and combines the unaudited historical statements of income of the Company and of Rudolph & Sletten for the nine months ended September 30, 2005.

The unaudited pro forma combined financial information does not include the realization of potential cost savings from operating efficiencies, synergies or from other future events that may occur after completion of the acquisition.

The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had been consummated as of the dates indicated, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are based upon information and assumptions available at the time of filing this document. The pro forma information should be read in conjunction with the accompanying notes thereto, the Company’s historical financial statements and related notes thereto as filed with the Securities and Exchange Commission, and Rudolph & Sletten’s historical financial statements and related notes included elsewhere in this filing. The acquisition will be accounted for using the purchase method of accounting. The Company has not yet completed the final allocation of the purchase price to tangible and intangible assets of Rudolph & Sletten. Pending the outcome of third party valuations of the assets acquired, the preliminary purchase price allocation could change.

                                              PERINI CORPORATION AND SUBSIDIARIES
                                      UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                                       SEPTEMBER 30, 2005
                                                         (in thousands)

                                                                 Perini        Rudolph &                               Perini
                                                              Corporation       Sletten        Pro Forma             Corporation
                                                              (historical)    (historical)    Adjustments    Note 2    Pro Forma
                                                              -------------   ------------   --------------  ------  --------------
ASSETS
Cash and Cash Equivalents                                         $100,099      $   1,863        $ (55,485)   (a)       $  76,477
                                                                                                    30,000    (c)
Short-term Investments                                                   -         32,293                                  32,293
Accounts Receivable, including retainage                           345,030        170,392                                 515,422
Unbilled Work                                                       93,932          6,971                                 100,903
Deferred Tax Asset                                                   3,594             55              324    (b)           3,973
Other Current Assets                                                 7,105          2,889                                   9,994
                                                              -------------   ------------   --------------         --------------
     Total Current Assets                                          549,760        214,463          (25,161)               739,062
                                                              -------------   ------------   --------------         --------------

Property and Equipment, net                                         53,224         14,837              256    (b)          68,317
Goodwill                                                            12,678              -           16,414    (b)          29,092
Intangible and Other Assets                                          2,351          1,758            6,700    (b)          10,809
                                                              -------------   ------------   --------------         --------------
                                                                  $618,013      $ 231,058        $  (1,791)             $ 847,280
                                                              =============   ============   ==============         ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Maturities of Long-term Debt                              $ 10,641      $       -        $   6,000    (c)       $  16,641
Accounts Payable, including retainage                              278,294        170,320                                 448,614
Deferred Contract Revenue                                           57,115          8,544                                  65,659
Accrued Expenses                                                    20,689         15,523                                  36,212
                                                              -------------   ------------   --------------         --------------
     Total Current Liabilities                                     366,739        194,387            6,000                567,126
                                                              -------------   ------------   --------------         --------------

Long-term Debt, less current maturities included above              17,429              -           24,000    (c)          41,429
                                                              -------------   ------------   --------------         --------------

Other Long-term Liabilities                                         37,909          2,803            2,077    (b)          42,789
                                                              -------------   ------------   --------------         --------------

Stockholders' Equity:
   Preferred Stock                                                      56              -                                      56
   Stock Purchase Warrants                                             461              -                                     461
   Common Stock                                                     25,629             11              (11)   (d)          25,629
   Additional Paid-in Capital                                      114,997          6,283           (6,283)   (d)         114,997
   Retained Earnings                                                81,897         27,554          (27,554)   (d)          81,897
                                                              -------------   ------------   --------------         --------------
                                                                   223,040         33,848          (33,848)               223,040
   Accumulated Other Comprehensive Income (Loss)                   (27,104)            20              (20)               (27,104)
                                                              -------------   ------------   --------------         --------------
     Total Stockholders' Equity                                    195,936         33,868          (33,868)               195,936
                                                              -------------   ------------   --------------         --------------
                                                                  $618,013      $ 231,058        $  (1,791)             $ 847,280
                                                              =============   ============   ==============         ==============

                                                       PERINI CORPORATION AND SUBSIDIARIES
                                           UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
                                                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                                                      (in thousands, except per share data)

                                                                             Perini          Rudolph &                                   Perini
                                                                           Corporation        Sletten          Pro Forma              Corporation
                                                                          (historical)      (historical)      Adjustments    Note 3    Pro Forma
                                                                          --------------   ---------------   --------------  ------  --------------

Revenues                                                                    $ 1,130,251         $ 463,847         $      -             $ 1,594,098
Cost of Operations                                                            1,058,040           435,840                                1,493,880
                                                                          --------------   ---------------   --------------          -------------
Gross Profit                                                                     72,211            28,007                -                 100,218

General and Administrative Expenses                                              40,982            24,320           (2,938)   (e)           62,364
                                                                          --------------   ---------------   --------------          -------------
INCOME FROM CONSTRUCTION OPERATIONS                                              31,229             3,687            2,938                  37,854

Other Income (Expense), Net                                                        (638)            4,708             (649)   (c)           (1,113)
                                                                                                                    (3,624)   (d)
                                                                                                                      (910)   (a)
Interest Expense                                                                 (1,091)              (87)          (1,139)   (b)           (2,317)
                                                                          --------------   ---------------   --------------          --------------
Income before Income Taxes                                                       29,500             8,308           (3,384)                 34,424
                                                                                                                       946    (f)
Provision for Income Taxes                                                      (11,538)             (696)          (2,482)   (g)          (13,770)
                                                                          --------------   ---------------   --------------          --------------
NET INCOME                                                                  $    17,962          $  7,612         $ (4,920)            $    20,654
                                                                          ==============   ===============   ==============          ==============


Less: Accrued Dividends on $21.25 Preferred Stock                                  (891)                -                                     (891)
                                                                          --------------   ---------------   --------------          --------------

NET INCOME AVAILABLE FOR COMMON STOCKHOLDERS                                $    17,071          $  7,612         $ (4,920)            $    19,763
                                                                          ==============   ===============   ==============          ==============


BASIC EARNINGS PER COMMON SHARE                                             $      0.67                                                $      0.78
                                                                          ==============                                             ==============

DILUTED EARNINGS PER COMMON SHARE                                           $      0.66                                                $      0.76
                                                                          ==============                                             ==============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   BASIC                                                                         25,392                                                     25,392
   Effect of Dilutive Stock Options, Warrants and Restricted
      Stock Units Outstanding                                                       623                                                        623
                                                                          --------------                                             --------------
   DILUTED                                                                       26,015                                                     26,015
                                                                          --------------                                             --------------

                                                       PERINI CORPORATION AND SUBSIDIARIES
                                           UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
                                                      FOR THE YEAR ENDED DECEMBER 31, 2004
                                                      (in thousands, except per share data)

                                                                               Perini        Rudolph &                                   Perini
                                                                            Corporation       Sletten          Pro Forma               Corporation
                                                                            (historical)    (historical)      Adjustments     Note 3    Pro Forma
                                                                            -------------   -------------    --------------   ------ --------------

Revenues                                                                      $1,842,315       $ 711,205          $      -             $2,553,520
Cost of Operations                                                             1,748,933         678,379                                2,427,312
                                                                            -------------   -------------    --------------         --------------
Gross Profit                                                                      93,382          32,826                 -                126,208

General and Administrative Expenses                                               43,049          28,485            (3,570)  (e)           67,964
                                                                            -------------   -------------    --------------         --------------
INCOME FROM CONSTRUCTION OPERATIONS                                               50,333           4,341             3,570                 58,244

Other Income (Expense), Net                                                       (4,703)            686              (352)  (c)           (5,602)
                                                                                                                    (1,233)  (a)
Interest Expense                                                                    (704)            (84)           (1,873)  (b)           (2,661)
                                                                            -------------   -------------    --------------         --------------
Income before Income Taxes                                                        44,926           4,943               112                 49,981
                                                                                                                      (514)  (f)
Provision for Income Taxes                                                        (8,919)           (724)           (1,167)  (g)          (11,324)
                                                                            -------------   -------------    --------------         --------------
NET INCOME                                                                     $  36,007       $   4,219          $ (1,569)            $   38,657
                                                                            =============   =============    ==============         ==============

Less: Accrued Dividends on $21.25 Preferred Stock                                 (1,188)              -                 -                 (1,188)
                                                                            -------------   -------------    --------------         --------------

NET INCOME AVAILABLE FOR COMMON STOCKHOLDERS                                   $  34,819       $   4,219          $ (1,569)            $   37,469
                                                                            =============   =============    ==============         ==============


BASIC EARNINGS PER COMMON SHARE                                                $    1.47                                               $     1.58
                                                                            =============                                           ==============

DILUTED EARNINGS PER COMMON SHARE                                              $    1.39                                               $     1.50
                                                                            =============                                           ==============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   BASIC                                                                          23,724                                                   23,724
   Effect of Dilutive Stock Options, Warrants and Restricted
      Stock Units Outstanding                                                      1,337                                                    1,337
                                                                            -------------                                           --------------
   DILUTED                                                                        25,061                                                   25,061
                                                                            -------------                                           --------------

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(1)    General

Perini Corporation (the “Company”) will account for the acquisition using the purchase method of accounting. The unaudited pro forma combined financial information presented reflects the preliminary allocation of the purchase price as detailed in Note 2 below. The Company has not yet completed the final allocation of the purchase price to tangible and intangible assets of Rudolph & Sletten at this time and, pending the outcome of third party valuations of the assets acquired, the preliminary purchase price allocation could change.

(2)    Unaudited Pro Forma Condensed Combined Balance Sheet

The unaudited pro forma condensed combined balance sheet as of September 30, 2005 gives effect to the acquisition as if it had occurred on that date, and combines the unaudited historical condensed balance sheet of the Company as of September 30, 2005 with the audited historical balance sheet of Rudolph & Sletten as of September 30, 2005.

In accordance with Statement of Financial Accounting Standards No. 141 – Business Combinations, the purchase price will be allocated to assets purchased and liabilities assumed based on their relative fair values with the excess recorded as goodwill. The following information of the components and allocation of the purchase price is based on the Company’s preliminary evaluation and review of the assets acquired and liabilities assumed. The Company has not yet completed the final allocation of the purchase price to tangible and intangible assets of Rudolph & Sletten and, pending the outcome of third party valuations of the assets acquired, the preliminary purchase price allocation could change.

The following table summarizes the components of the estimated purchase price and the preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the acquisition based on the Company’s initial evaluation and review.

                                                                      Amount
                                                                  (in thousands)
        Components of purchase price:
                 Cash paid                                            $  53,299
                 Purchase price adjustment payable                        1,967
                 Estimated transaction costs                                219
                                                                 ------------------
                       Total Purchase Price                           $  55,485
                                                                 ==================

        Allocation of purchase price:
                 Cash and cash equivalents                             $  1,863
                 Short-term investments                                  32,293
                 Accounts receivable                                    170,392
                 Unbilled work                                            6,971
                 Prepaids and other current assets                        2,889
                 Deferred tax asset                                         379
                 Property and equipment, net                             15,093
                 Other long-term assets                                   1,758
                 Intangible assets                                        6,700

                 Goodwill                                                16,414
                                                                 ------------------
                       Total assets acquired                            254,752

                 Accounts payable                                       170,320
                 Deferred contract revenue                                8,544
                 Accrued expenses                                        15,523
                 Deferred tax liability                                   2,077
                 Other long-term liabilities                              2,803
                                                                 ------------------
                       Total liabilities assumed                        199,267
                                                                 ------------------
                       Net Assets Acquired                            $  55,485
                                                                 ==================


        Identifiable intangible assets acquired:
                                                                                     Amortization
                                                                      Amount            Period
                                                                  (in thousands)
                 Construction contract backlog                        $   2,290         3 years
                 Customer relationships                                   2,580        10 years
                 Non-compete agreements                                     960         5 years
                 Rudolph & Sletten trademark                                850          n.a.
                 Construction permits and licenses                           20         1 year
                                                                 ------------------
                       Total intangible assets acquired               $   6,700
                                                                 ==================

The unaudited pro forma condensed combined balance sheet reflects the following adjustments:

(a) To record the cash paid for the acquisition.

(b) To record the estimated preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the acquisition.

(c) To record the $30 million term loan used to subsequently refinance a portion of the purchase price.

(d) To record the elimination of Rudolph & Sletten's equity at acquisition.

(3)    Unaudited Pro Forma Condensed Combined Statement of Income

The unaudited pro forma combined statement of income for the fiscal year ended December 31, 2004 and for the nine months ended September 30, 2005 give effect to the acquisition as if it had occurred on January 1, 2004. The Company's fiscal year end is December 31 and Rudolph & Sletten's fiscal year end is September 30. Accordingly, the pro forma combined statement of income for the year ended December 31, 2004 combines the audited historical statement of income of the Company for its fiscal year ended December 31, 2004 and the audited historical statement of income of Rudolph & Sletten for its fiscal year ended September 30, 2004, as adjusted to reflect the twelve months ended December 31, 2004 by adding and subtracting the appropriate unaudited interim periods. Similarly, the unaudited pro forma combined statement of income for the nine months ended September 30, 2005 combines the unaudited historical statement of income of the Company for the nine months ended September 30, 2005 and the audited historical statement of income of Rudolph & Sletten for its fiscal year ended September 30, 2005, as adjusted to reflect the nine months ended September 30, 2005 by subtracting the appropriate unaudited interim period.

The unaudited pro forma condensed combined statements of income reflect the following adjustments:

(a) To record the amortization of acquired intangible assets based on the straight-line method of amortization and the estimated economic lives as detailed in Note 2.

(b) To record interest expense related to the new $30 million term loan used to refinance a portion of the purchase price.

(c) To record the reduction in interest income related to the cash expended for the acquisition in excess of the new $30 million term loan used to refinance a portion of the        purchase price.

(d) To record the elimination of the gain on sale of certain real estate properties by Rudolph & Sletten as required by the terms of the stock purchase agreement.

(e) To record the elimination of compensation and payroll burden expense of certain Rudolph & Sletten executives who resigned in accordance with the terms of the stock       purchase agreement.

(f) To record the effect of a statutory income tax rate of 38.25% on the applicable pro forma income adjustments made.

(g) To record the effect of a statutory income tax rate of 38.25% on the historical pretax income of Rudolph & Sletten.