SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)

OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

PERINI CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

$2.125 Depositary Convertible Exchangeable Preferred Shares

Each of which Represents 1/10th of a Share of $21.25 Convertible Exchangeable Preferred Stock

(Title of Class of Securities)

713839 30 6

(CUSIP Number of Class of Securities)

Robert Band

President and Chief Operating Officer

Perini Corporation

73 Mt. Wayne Avenue

Framingham, MA 01701

Telephone: (508) 628-2000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Richard A. Soden, Esquire

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts 02109

Telephone: (617) 570-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$22,500,000	$1820.25

* Calculated solely for purposes of determining the filing fee. This amount assumes the purchase of 900,000 shares of outstanding $2.125 Depositary Convertible Exchangeable Preferred Shares of Perini Corporation at a purchase price of $25.00 per share.

** Previously paid.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,820.25	Filing Party:	Perini Corporation
Form or Registration No.:	Schedule TO	Date Filed:	March 31, 2003

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨    third-party tender offer subject to Rule 14d-1.

x    issuer tender offer subject to Rule 13e-4.

¨    going-private transaction subject to Rule 13e-3.

¨    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2003, as amended by Amendment No. 1 thereto filed with the SEC on May 8, 2003 (the “Schedule TO”) by Perini Corporation, a Massachusetts corporation (the “Company”), relating to the Company’s offer to purchase up to 900,000, or approximately 90%, of its $2.125 Depositary Convertible Exchangeable Preferred Shares (the “Depositary Shares”), each of which represents one-tenth of a share of $21.25 Convertible Exchangeable Preferred Stock, at a price of $25.00 per share, net to the seller in cash, without interest. The tender offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 31, 2003, as amended (the “Offer to Purchase”), and the related Letter of Transmittal, as amended (the “Letter of Transmittal”), which together, as each may be amended or supplemented from time to time, constitute the “Offer” and were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference. This Amendment No. 2 amends the Schedule TO in order to report the final results of the Offer. The Offer expired at 5:00 P.M., New York City time, on Monday, June 9, 2003. Pursuant to the Offer and based upon a report from EquiServe Trust Company, N.A., the Depositary for the Offer, approximately 439,627 Depositary Shares (which includes 35,700 Depositary Shares tendered pursuant to guaranteed delivery) were validly tendered and not withdrawn in the Offer, each of which were accepted for payment by the Company.

Item 12.    Exhibits.

Item 12 is hereby amended and supplemented as follows to add Exhibit (a)(5)(iii):

(a)(1)(i)	Offer to Purchase, dated March 31, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks and Trust Companies and Other Nominees.*
(a)(1)(vi)	Supplement to the Offer to Purchase, dated May 8, 2003.**
(a)(1)(vii)	Form of Amended Letter of Transmittal.**
(a)(1)(viii)	Form of Amended Notice of Guaranteed Delivery.**
(a)(1)(ix)	Amended Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
(a)(1)(x)	Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks and Trust Companies and Other Nominees.**
(a)(5)(i)	Press Release issued by the Company, dated March 31, 2003.*
(a)(5)(ii)	Press Release issued by the Company, dated May 8, 2003.**
(a)(5)(iii)	Press Release issued by the Company, dated June 9, 2003.
(b)(1)(i)	Credit Agreement dated January 23, 2002 among Perini Corporation, Fleet National Bank, as Administrative Agent, Fleet National Bank, as Arranger, and the Lenders Party Hereto (incorporated by reference to Exhibit 10.35 to Form 10-K for the year ended December 31, 2001).*
(b)(1)(ii)	First Amendment and Waiver dated February 14, 2003 to Credit Agreement among Perini Corporation, Fleet National Bank, as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.39 to Form 10-K for the year ended December 31, 2002).*
(b)(1)(iii)	Consent Letter dated March 27, 2003 from the Lenders.*
(b)(1)(iv)	Consent Letter dated May 7, 2003 from the Lenders.**
(d)(1)	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 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 12, 2000).*
(g)	Not applicable.
(h)	Not applicable.

* Previously filed as an exhibit to Schedule TO filed with the SEC on March 31, 2003.

** Previously filed as an exhibit to Amendment No. 1 to Schedule TO filed with the SEC on May 8, 2003.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PERINI CORPORATION
By:	/s/    ROBERT BAND
	Name: Robert Band Title: President and Chief Operating Officer

Date: June 10, 2003

Exhibit Index

(a)(1)(i)	Offer to Purchase, dated March 31, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks and Trust Companies and Other Nominees.*
(a)(1)(vi)	Supplement to the Offer to Purchase, dated May 8, 2003.**
(a)(1)(vii)	Form of Amended Letter of Transmittal.**
(a)(1)(viii)	Form of Amended Notice of Guaranteed Delivery.**
(a)(1)(ix)	Amended Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
(a)(1)(x)	Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks and Trust Companies and Other Nominees.**
(a)(5)(i)	Press Release issued by the Company, dated March 31, 2003.*
(a)(5)(ii)	Press Release issued by the Company, dated May 8, 2003.**
(a)(5)(iii)	Press Release issued by the Company, dated June 9, 2003.
(b)(1)(i)	Credit Agreement dated January 23, 2002 among Perini Corporation, Fleet National Bank, as Administrative Agent, Fleet National Bank, as Arranger, and the Lenders Party Hereto (incorporated by reference to Exhibit 10.35 to Form 10-K for the year ended December 31, 2001).*
(b)(1)(ii)	First Amendment and Waiver dated February 14, 2003 to Credit Agreement among Perini Corporation, Fleet National Bank, as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.39 to Form 10-K for the year ended December 31, 2002).*
(b)(1)(iii)	Consent Letter dated March 27, 2003 from the Lenders.*
(b)(1)(iv)	Consent Letter dated May 7, 2003 from the Lenders.**
(d)(1)	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 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 12, 2000).*
(g)	Not applicable.
(h)	Not applicable.

* Previously filed as an exhibit to Schedule TO filed with the SEC on March 31, 2003.

** Previously filed as an exhibit to Amendment No. 1 to Schedule TO filed with the SEC on May 8, 2003.

EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

Contact Information:

Coffin Communications Group	Perini Corporation
15300 Ventura Boulevard, Suite 303	73 Mount Wayte Ave.
Sherman Oaks, CA 91403	Framingham, MA 01701
(818) 789-0100	(508) 628-2295
Crocker Coulson, Partner	Robert Band, President

FOR IMMEDIATE RELEASE

Perini Corporation Announces Completion of Self Tender Offer to Purchase its Depositary Shares

Framingham, MA – June 9, 2003 – Perini Corporation (AMEX: PCR), a leading building, civil construction and construction management company, announced today that it has completed its tender offer to purchase up to 900,000 shares, or approximately 90%, of its outstanding $2.125 Depositary Convertible Exchangeable Preferred Shares (the “Depositary Shares”) (AMEX: PCR.PR), each of which represents 1/10^th of a share of the Company’s $21.25 Convertible Exchangeable Preferred Stock at a purchase price of $25.00 per share, net to the seller in cash without interest. The tender offer, which commenced on March 31, 2003, expired at 5:00 p.m., New York City time, on Monday, June 9, 2003.

Perini has been advised by EquiServe Trust Company, N.A., the Depositary for the tender offer, that approximately 439,627 Depositary Shares (which includes 35,700 Depositary Shares tendered pursuant to guaranteed delivery) were validly tendered and not withdrawn. Payment for validly tendered and accepted Depositary Shares will be made promptly.

About Perini Corporation

Perini Corporation provides general contracting, including building and civil construction, and construction management and design-build services to private clients and public agencies in the United States and selected overseas locations. Perini is known for its hospitality and gaming industry projects, and for its corrections, health care, sports, entertainment and educational expertise, as well as large and complex civil construction projects.

The statements contained in this Release that are not purely historical are forward-looking statements, including without limitation, statements regarding the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions 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; the availability of borrowed funds on terms acceptable to the Company; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic social, political, economic, business, industry, market and regulatory conditions or circumstances; and actions taken or not taken by third parties including the Company’s customers, suppliers, business partners, lenders, and competitors and legislative, regulatory, judicial and other governmental authorities and officials. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.