FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                          PETER KIEWIT SONS', INC.
            (Exact name of registrant as specified in its charter)

Delaware                                                47-0210602
(State of incorporation)                          (I.R.S. Employer
                                               Identification No.)
1000 Kiewit Plaza
Omaha, Nebraska                                              68131
(Address of principal                                   (Zip code)
 executive offices)
                          PETER KIEWIT SONS', INC.
                          EMPLOYEE OWNERSHIP PLAN
                          (Full title of the plan)

                          Kenneth D. Gaskins, Esq.
                          Peter Kiewit Sons', Inc.
                             1000 Kiewit Plaza
                          Omaha, Nebraska   68131
                              (402) 342-2052
                    (Name, address and telephone number 
                            of agent for service)



                        Calculation of Registration Fee


                                   Proposed 
                                   Maximum     Proposed
                      Amount       Offering    Maximum   Amount of
Title of Securities   to be        Price Per   Offering  Registra- 
to be Registered      Registered   Share       Price     tion Fee

Class C Construction  1,000,000      31.80    $31,800,000   $10,966
& Mining Group          shares
Restricted Redeemable 
Convertible Exchangeable 
Common Stock, par value 
$.0625 per share



1996 Series          $2,600,000     102.5%    $ 2,665,000       919
Convertible Debentures 
due October
31, 2006         

                                                  Total    $11,885



                                    PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.

     The information furnished to participants is not required to
be filed with this registration statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed with the Securities and
Exchange Commission by the Company are incorporated by reference in
this registration statement:

    (a)   The Company's annual report on Form 10-K for the fiscal
year ended December 30, 1995.

     (b)  All other reports filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 30,
1995.

     (c)  Descriptions of the Company's Class C Construction &
Mining Group Restricted Redeemable Convertible Exchangeable Common
Stock ("Class C Stock") and Class D Diversified Group Convertible
Exchangeable Common Stock ("Class D Stock") contained in the
Company's Registration Statement on Amendment No. 3 to Form S-4
filed August 7, 1995 (SEC File No. 33-60977).  

All documents filed hereafter by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

Class C Stock

     The description of this class of securities is incorporated by
reference.  See Item 3(c) above.  

Class D Stock

     The description of this class of securities is incorporated by
reference.  See Item 3(c) above.  Although Class D Stock is not
being offered for sale pursuant to this Registration Statement,
Class C Stock is convertible into Class D Stock and vice versa,
under specified conditions.

Convertible Debentures

     The 1996 Series Convertible Debentures ("1996 Debentures")
will be issued in fully registered form under an Indenture dated
July 1, 1986 ("Indenture"), between the Company and the predecessor
of First Bank National Association Omaha (the "Trustee").  The
Indenture does not limit the aggregate principal amount of
debentures which may be issued and provides that debentures may be
issued from time to time in one or more series.  The registered
principal amount of the 1996 Debentures is $2,600,000.

     The 1996 Debentures will be issued on November 1, 1996, and
will bear interest payable annually on November 1 of each year and
on the maturity date.  If the 1996 Debentures are converted into
the Company's Class C Stock (see "Conversion Rights" below),
interest ceases to accrue on June 30, 2001.  The 1996 Debentures
will be unsecured obligations of the Company, and the holders
thereof will rank equally with other unsecured creditors of the
Company in bankruptcy.  The 1996 Debentures will be issued only in
registered form, without coupons, in denominations of $1,000 or any
integral multiple thereof.  The purchaser will be required to pay
a premium of $25 for each $1,000 in principal amount of the 1996
Debentures purchased.

     The Company currently has outstanding Convertible Debentures
of the 1992-1995 Series in the aggregate principal amount of
$7,525,000.  These debentures were also issued under the Indenture,
which is "qualified" under the Trust Indenture Act of 1939.

     The terms of the 1996 Debentures include those stated under
the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act as in effect on the date of the Indenture. 
Holders of the 1996 Debentures are referred to the Trust Indenture
Act of 1939 and the Indenture, the form of which is incorporated by
reference into this Registration Statement, for a complete
statement of those terms.  The following is a summary of those
terms and the terms of the repurchase agreements to be executed by
the 1996 Debenture holders.  

     Conversion Rights.  Debenture holders may convert 1996
Debentures into the Company's Class C Stock from October 1, 2001
through October 31, 2001.  No other conversion period is provided
for, and if the holder does not convert to stock during this
period, the conversion right is lost.  The entire principal amount
(no partial conversions are permitted) of a 1996 Debenture is
convertible into whole shares of stock at a conversion price of
$31.80 (less the amount of any dividend declared during 1996 after
the date of this Registration Statement and prior to November 1,
1996) per share, the Formula Price of Class C Stock as of November
1, 1996, the date of issuance of the 1996 Debentures.  A cash
payment by the debenture holder is required where necessary to
avoid the issuance of fractional shares.  The conversion right is
conditioned upon the execution of a repurchase agreement pertaining
to the stock acquired by means of the conversion.  The conversion
rights will be adjusted to reflect stock splits, stock dividends,
stock reclassifications or certain corporate reorganizations
between the date of purchase of the debentures and the date of
conversion.

     Ownership and Transfer Restrictions.  Debentures are offered
by the Company to employees who the Board of Directors and
management determine have contributed significantly to the growth
and performance of the Company.  Sales of the debentures are
conditioned upon the execution of a repurchase agreement under
which the purchaser agrees that he will not transfer the debentures
except in a sale to the Company.  The Company must purchase any
debentures offered to it by debenture holders.  The repurchase
agreement also provides that the debentures must be sold back to
the Company upon the death or retirement of the purchaser of the
debenture or the termination of his employment with the Company. 
In any of the above-mentioned instances, the Company will purchase
the debentures at a price equal to the principal amount thereof,
together with accrued interest from the last interest payment date
to the date of such purchase at the stated rate.  No payment is
made by the Company with respect to the original bond premium.  In
the event the Company is offered some, but not all, of a debenture
holder's debentures, the Company may purchase all of such holder's
debentures.

     Redemption.  Upon not less than ten days' written notice, the
Company may, at its option, redeem all (but not less than all) of
the debentures of any given series at the principal amount thereof,
together with accrued interest from the last interest payment date
to the date fixed for redemption at the stated rate.  No payment is
made by the Company with respect to the original bond premium.  The
Company may not redeem debentures of any series during the one-
month conversion period applicable to that series.

     Modification of Indenture.  The Indenture permits modification
or amendment thereof with the consent of the holders of not less
than two-thirds in principal amount of each series of debentures,
but no modification of the terms of payment, conversion rights, or
the percentage required for modification will be effective against
any debenture holder without his consent.

     Events of Default and Withholding of Notice Thereof to
Debenture Holders.  The Indenture provides for the following Events
of Default with respect to each series of the debentures:  (i)
failure to pay interest upon any of the debentures of such series
when due, continued for a period of 60 days and (ii) failure to pay
principal of the debentures of such series when due, continued for
a period of 60 days.

     The Trustee, within 90 days after the occurrence of a default
with respect to a particular series of debentures, is to give the
holders of debentures of such series notice of all defaults known
to the Trustee, unless cured prior to the giving of such notice,
provided that, except in the case of default in the payment of
principal or interest on any of the debentures of such series, the
Trustee may withhold such notice if and so long as it in good faith
determines that the withholding of such notice is in the interest
of the holders of debentures of such series.

     Upon the happening and during the continuance of a default
with respect to a particular series of debentures, the Trustee may
declare the principal of all the debentures of such series and the
interest accrued thereon due and payable, but if the default is
cured, the holders of a majority of such debentures may waive all
defaults and rescind such declaration.  Subject to the provisions
of the Indenture relating to the duties of the Trustee in case any
such default shall have occurred and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers
at the request, order or direction of any of the debenture holders
unless they shall have offered to the Trustee reasonable security
or indemnity.  A majority of the holders of outstanding debentures
of such series will have the right to direct the time, method, and
place of conducting any proceeding for exercising any remedy
available to the Trustee with respect to the debentures of such
series.

     The Trustee.  The Company maintains a demand deposit account
and conducts routine banking business with the Trustee.  The
Indenture contains limitations on the right of the Trustee, as a
creditor of the Company under other instruments, to obtain payment
of claims in specified cases, or to realize on certain property
received in respect of any such claim as security or otherwise.

     Authentication and Delivery.  The debentures may be
authenticated and delivered upon the written order of the Company
without any further corporate action.

     Satisfaction and Discharge of Indenture. The Indenture may be
discharged upon payment or redemption of all of the debentures or
upon deposit with the Trustee of funds sufficient therefor.

Item 5.  Interests of Named Experts and Counsel

     The legality of the securities offered by this Prospectus have
been passed upon for the Company by Kenneth D. Gaskins.  Mr.
Gaskins, Corporate Counsel, is an employee of the Company.  Mr.
Gaskins owns shares of the Company's Class C and Class D Stock, but
will not be offered the opportunity to purchase additional
securities in this offering.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its officers and directors to the extent
provided in that statute.  The Company's Certificate of
Incorporation and By-laws contain provisions intended to indemnify
officers and directors against liability to the fullest extent
permitted by the Delaware General Corporation Law.  The Delaware
General Corporation Law empowers the Company to maintain insurance
on behalf of officers and directors against liabilities incurred
while acting in such capacities.  The Company does maintain such
insurance.

Item 7.  Exemption from Registration Claimed

     No restricted securities are to be reoffered or resold
pursuant to this registration statement.

Item 8.  Exhibits

     Exhibits filed as a part of this Registration Statement are
listed below.  Exhibits incorporated by reference are indicated in
parentheses.

Exhibit
Number    Description

4.1       Certificate of Incorporation (Exhibit 3.1 to the        
          Company's Annual Report on Form 10-K for 1991).

4.2       By-laws (Exhibit 3.4 to the Company's Annual Report on  
          Form 10-K for 1992).

4.3       Indenture dated as of July 1, 1986 between the Company  
          and the predecessor of First Bank National Association  
          Omaha as Trustee (Exhibit 4.2 to Amendment No. 1 to the 
          Company's Form S-1 Registration Statement filed August  
          11, 1986).

4.4       Form of Stock Repurchase Agreement for Employee         
          Stockholders (Exhibit 2.1 to the Company's Registration 
          Statement on Form 8-A filed February 20, 1992).

4.5       Form of Agreement with respect to Convertible Debentures 
          of Peter Kiewit Sons', Inc. (Exhibit 4.6 to Amendment No. 
          1 to the Company's Form S-1 Registration Statement filed 
          August 11, 1986).

5         Opinion of Kenneth D. Gaskins, Esq., with respect to    
          legality of securities being registered.

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Counsel (included in Exhibit 5).


Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering.

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.

     (d)  The undersigned registrant hereby undertakes to deliver,
or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given a copy of the registrant's
annual report to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in which
case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written
request of the employee.  If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may
be so delivered, but within such 120 day period the annual report
for the last fiscal year will be furnished to each such employee.

     (e)  The undersigned registrant hereby undertakes to transmit
or cause to be transmitted to all employees participating in the
plan who do not otherwise receive such material as stockholders of
the registrant, at the time and in the manner such material is sent
to its stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders generally.

     (f)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of issue.


                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska on the 26th day of April, 1996.


                                        PETER KIEWIT SONS', INC.


                                        By: /s/ Richard R. Jaros
                                        Richard R. Jaros
                                        Executive Vice President -
                                        Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on the
26th day of April, 1996. 

/s/ Walter Scott, Jr.                  Chairman of the Board      
Walter Scott, Jr.                      and President (principal
                                       executive officer)

/s/ Richard R. Jaros                   Director, Executive Vice
Richard R. Jaros                       President-Chief Financial
                                       Officer (principal financial
                                       officer)

/s/ Eric J. Mortensen                  Controller
Eric J. Mortensen                      (principal accounting
                                        officer)


/s/ Richard W. Colf  
Richard W. Colf, Director


/s/ James Q. Crowe                     /s/ Tait P. Johnson
James Q. Crowe, Director               Tait P. Johnson, Director


/s/ Robert B. Daugherty                /s/ Robert E. Julian
Robert B. Daugherty, Director          Robert E. Julian, Director


/s/ Richard Geary                      /s/ Leonard W. Kearney
Richard Geary, Director                Leonard W. Kearney, Director


/s/ Bruce E. Grewcock                  /s/ Peter Kiewit, Jr.
Bruce E. Grewcock, Director            Peter Kiewit, Jr., Director


/s/ William L. Grewcock                /s/ Kenneth E. Stinson
William L. Grewcock, Director          Kenneth E. Stinson, Director


/s/ Charles M. Harper                  /s/ George B. Toll, Jr.
Charles M. Harper, Director            George B. Toll, Jr.,Director


                          PETER KIEWIT SONS', INC.

                             INDEX TO EXHIBITS



Exhibit
No.            Description of Exhibit
                                                                 
5              Legal opinion of Kenneth D. Gaskins, Esq.

23.1           Consent of Coopers & Lybrand L.L.P.


                                 EXHIBIT  5



                                May 1, 1996



Peter Kiewit Sons', Inc.
1000 Kiewit Plaza
Omaha, Nebraska  68131

     Re:  Form S-8 Registration Statement

Gentlemen:

     Reference is made to the Registration Statement on Form S-8 of
Peter Kiewit Sons', Inc. (the "Company"), to be filed with the
Securities and Exchange Commission on or about May 1, 1996 (the
"Registration Statement").  The Registration Statement will
register 1,000,000 of Class C Construction & Mining Group
Restricted Redeemable Convertible Exchangeable Common Stock and
$2,600,000.00 of 1996 Series Convertible Debentures due October 31,
2006.

     As counsel to the Company, I am familiar with the contents of
the Registration Statement, the terms and conditions of the
securities to be registered thereunder, and the Trust Indenture
under which the Convertible Debentures will be issued.

     Based on the foregoing, it is my opinion that:

     1.  The shares of Class C Construction & Mining Group
Restricted Redeemable Convertible Exchangeable Common Stock, when
sold pursuant to the offering contemplated by the Registration
Statement, will be legally issued, fully paid and nonassessable.

     2.  The 1996 Series Convertible Debentures, when issued and
sold pursuant to such offering and in accordance with the terms of
the Trust Indenture, will be binding obligations of the Company.

     I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.

                                   Yours very truly,



                                   /s/ Kenneth D. Gaskins
KDG/lsv                            Kenneth D. Gaskins
                                   Corporate Counsel



                                EXHIBIT  23.1



                     CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the registration
statement of Peter Kiewit Sons', Inc. on Form S-8 of our report
dated March 19, 1996, except for Note 19, as to which the date is
March 27, 1996, of our audits of the consolidated financial
statements and financial statement schedules of Peter Kiewit Sons',
Inc. as of December 30, 1995 and December 31, 1994, and for the
three years ended December 30, 1995, which report is included in
the Annual Report on Form 10-K of Peter Kiewit Sons', Inc.




                                   /s/ Coopers & Lybrand
                                   COOPERS & LYBRAND L.L.P.



Omaha, Nebraska
May 1, 1996