S-3/A

As filed with the Securities and Exchange Commission on August 31, 2009

No. 333-161492

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TUTOR PERINI CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-1717070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

15901 Olden Street

Sylmar, CA 91342

(818) 362-8391

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kenneth R. Burk

Executive Vice President and Chief Financial Officer

15901 Olden Street

Sylmar, CA 91342

(818)-362-8391

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Mark D. Director, Esq.

Andrew M. Herman, Esq.

Kirkland & Ellis LLP

655 15^th Street, N.W.

Washington, DC 20005

(202) 879-5000

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box.    ¨

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3 filed by Tutor Perini Corporation on August 21, 2009 (the “Original Report”) is being filed solely to re-file Exhibit 5.1 to the Original Report as set forth below in Item 16 of Part II. No changes have been made to Part I or Items 14, 15 or 17 of the Original Report. Accordingly, they have been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

Reference is made to the attached Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sylmar, State of California on the 31st of August, 2009.

TUTOR PERINI CORPORATION
By:	/s/ Kenneth R. Burk
	Kenneth R. Burk Executive Vice President and Chief Financial Officer

****

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signatures	Capacity	Date
/s/ Ronald N. Tutor Ronald N. Tutor	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	August 31, 2009
/s/ Kenneth R. Burk Kenneth R. Burk	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 31, 2009
/s/ Steven M. Meilicke Steven M. Meilicke	Vice President, Corporate Controller (Principal Accounting Officer)	August 31, 2009
* /s/ Michael R. Klein	Vice Chairman of the Board and Lead Director	August 31, 2009
* /s/ Robert Band	Director and President	August 31, 2009
Marilyn A. Alexander	Director
Peter Arkley	Director
* /s/ Willard W. Brittain, Jr.	Director	August 31, 2009
* /s/ Robert A. Kennedy	Director	August 31, 2009
* /s/ Raymond R. Oneglia	Director	August 31, 2009
* /s Robert L. Miller	Director	August 31, 2009
* /s Chrysostomos L. Nikias	Director	August 31, 2009
Donald D. Snyder	Director

*By:	/s/ Kenneth R. Burk
	as Attorney-in-Fact

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Restated Articles of Organization (incorporated by reference to Exhibit 4 to Form S-2 (File No. 33-28401) filed on April 28, 1989).
4.2	Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.2 to Form S-1 (File No. 333-111338) filed on December 19, 2003).
4.3	Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 12, 2000).
4.4	Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed September 11, 2008).
4.5	Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.5 to Form 10-Q filed August 10, 2009).
4.6	Amended and Restated By-laws of Perini Corporation (incorporated by reference to Exhibit 3.2 of Form 8-K (File No. 001-06314) filed on February 14, 1997).
4.7	Amendment No. 1 to the Amended and Restated By-laws of Perini Corporation (incorporated by reference to Exhibit 3.2 to Form 8-K filed on April 12, 2000).
4.8	Amendment No. 2 to the Amended and Restated By-laws of Perini Corporation (incorporated by reference to Exhibit 3.7 to Form 10-Q filed on November 7, 2008).
4.9	Shareholders Agreement, dated April 2, 2008, by and among Perini Corporation, Ronald N. Tutor and the shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 7, 2008).
5.1	Opinion of Hinckley Allen & Snyder LLP.
23.1	Consent of Deloitte and Touche LLP.*
23.2	Consent of Hinckley Allen & Snyder LLP (included in Exhibit 5.1).
24.1	Powers of Attorney.**

* Previously filed as an exhibit to Tutor Perini Corporation’s Registration Statement on Form S-3 (File No. 333-161492) filed on August 21, 2009.

** Previously filed in Part II to Tutor Perini Corporation’s Registration Statement on Form S-3 (File No. 333-161492) filed on August 21, 2009 on the signature pages thereto.

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EX-5.1

Exhibit 5.1

50 Kennedy Plaza

Suite 1500

Providence, RI 02903-2319

TEL: 401.274.2000

FAX: 401.277.9600

www.haslaw.com

August 31, 2009

Tutor Perini Corporation

15901 Olden Street

Sylmar, California 91342

RE: Registration Statement on Form S-3 for Tutor Perini Corporation

Ladies and Gentlemen:

In our capacity as special counsel to Tutor Perini Corporation, a Massachusetts corporation (the “Company”), we have been asked to render this opinion in connection with a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”) with respect to the registration and potential offer and resale from time to time by the holders thereof of up to 8,586,257 shares of the Company’s common stock, par value $1.00 per share (the “Common Shares”). All of the Common Shares are being registered on behalf of certain security holders of the Company (the “Selling Shareholders”).

Reference is hereby made to the merger of Tutor-Saliba Corporation (“Tutor-Saliba”) with and into a subsidiary of the Company, with the subsidiary continuing as the surviving corporation in the merger (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of April 2, 2008, by and among the Company, Trifecta Acquisition LLC, Tutor-Saliba, Ronald N. Tutor and the shareholders of Tutor-Saliba, as amended by amendment No. 1 thereto, dated as of May 28, 2008 (the “Merger Agreement”).

In connection with this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction of the following:

(a) the Registration Statement;

(b) the Merger Agreement;

(c) the Certificate of Merger to effect the Merger filed with the Secretary of State of the State of California on September 8, 2008;

(d) the Restated Articles of Organization and the Amended and Restated By-Laws of the Company, each as amended through the date hereof; and

(e) such other instruments, documents and records as we have deemed necessary and relevant for the purposes hereof.

We have also relied on certificates of officers of the Company and of public officials and others as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof.

28 State Street, Boston, MA 02109-1775   TEL: 617.345.9000   FAX: 617.345.9020

185 Asylum Street, CityPlace I, 35^th Floor, Hartford, CT 06103-3488   TEL: 860.725.6200   FAX: 860.278.3802

11 South Main Street, Suite 400, Concord, NH 03301-4846   TEL: 603.225.4334   FAX: 603.224.8350

Tutor Perini Corporation

August 31, 2009

Page 2

In addition, we have assumed for purposes of this letter (i) that each document we have reviewed for purposes of this letter is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; (ii) that the parties to each such document had the power, corporate or other, to enter into and perform all obligations thereunder (except that we make no assumption with respect to the Company); and (iii) that each such document was duly authorized by all requisite action, corporate or other, such documents were duly executed and delivered by each party thereto (except that we make no assumption with respect to the Company); and the Merger Agreement and every other agreement we have examined for purposes of this letter constitutes a valid and binding obligation of each party to that document and that each such party has satisfied all legal requirements that are applicable to such party to the extent necessary to entitle such party to enforce such agreement (except that we make no such assumption with respect to the Company).

Based on the foregoing and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that the Common Shares to be sold by the Selling Shareholders have been duly authorized and are validly issued, fully paid and nonassessable.

The foregoing opinion is based on and is limited to the law of The Commonwealth of Massachusetts and the relevant federal law of the United States of America, and we render no opinion with respect to the laws of any other jurisdiction.

We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement. This opinion is rendered to you in connection with the offering of the Common Shares for resale as contemplated in the Registration Statement and, except as consented to in the preceding sentence, may not be relied upon or furnished to any other person in any context. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

CORRESP

Response Letter