8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): May 31, 2006

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))

Item 8.01. Other Events.

On May 31, 2006, the registrant issued the press release filed herewith as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

         (a) Financial statements: None.

         (b) Pro forma financial information: None.

         (d) Exhibits:

                          99.1: Press release dated May 31, 2006.

SIGNATURES

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: May 31, 2006                                             By: /s/Michael E. Ciskey
                                                                                        Michael E. Ciskey
                                                                                        Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number             Description

99.1                                 Press release dated May 31, 2006.

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

Perini Corporation Announces Withdrawal of
Private Offering of Senior Notes

Framingham, MA – May 31, 2006 — Perini Corporation (NYSE:PCR) today announced the withdrawal of the private placement of $100 million of Senior Notes previously announced on May 22, 2006.

Ronald N. Tutor, Chairman and Chief Executive Officer, said “The decision to withdraw the offering was based on careful consideration of several factors, including the negative perception of the proposed issue by the equity market. The offering was intended to provide us with additional borrowing capacity and future assurance on favorable terms but was not necessary for our short-term requirements, and given our strong balance sheet and positive business outlook our decision to withdraw it at this time is not expected to have any impact on our ability to meet our future liquidity needs.”

Forward-Looking Statements

This announcement includes forward-looking statements, including Perini Corporation’s plans regarding the issuance of the Notes. Perini Corporation has based these forward-looking statements on its current expectations and projections about future events. Although Perini Corporation believes that its assumptions made in connection with the forward-looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions. Among the factors affecting these statements are the market for alternative credit facilities, and our future liquidity needs. Perini Corporation undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur.

Contact Information:

CCG Investor Relations
10960 Wilshire Boulevard
Suite 2050
Los Angeles, California 90024
(310) 231-8600 ext. 103
Crocker Coulson, President

Perini Corporation
73 Mount Wayte Ave.
Framingham, MA 01701
(508) 628-2295
Michael E. Ciskey, Vice President
  and Chief Financial Officer

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