INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant /X/

Filed by Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement         / / Confidential, For Use of the
                                            Commission Only (as Permitted
                                            by Rule 14a-6(e) (2))
/ / Definitive Proxy Statement

/X/ Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                      Guy F. Atkinson Company of California
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange  Act Rule  0-11  (set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)  (2) and  identify  the  filing  for which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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                      GUY F. ATKINSON COMPANY OF CALIFORNIA
                               1001 Bayhill Drive
                           San Bruno, California 94066

                                 ---------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                 ---------------


                                                           San Bruno, California
                                                                  April 11, 1997

         The  Annual  Meeting  of  Shareholders  of Guy F.  Atkinson  Company of
California (the "Company") will be held at the San Francisco  Airport  Marriott,
(Salon F), 1800 Old Bayshore Boulevard,  Burlingame,  California, on Friday, May
2, 1997, at 2:00 p.m. for the following purposes:

     1.  To elect  directors to serve until the 1998 Annual  Meeting of
         Shareholders and thereafter until their respective  successors
         are elected or appointed.

     2.  To approve a proposal to amend and restate the 1990 Executive 
         Stock Plan.

     3.  To transact such other business as may properly come before the 
         meeting or any adjournment thereof.

         All  of the  above  matters  are  more  fully  described  in the  Proxy
Statement  dated March 27, 1997, a copy of which has previously been provided to
you.  Only  shareholders  of record on the books of the  Company at the close of
business  on  March 4,  1997  will be  entitled  to vote at the  meeting  or any
postponement or adjournment thereof.

         To assure your  representation at the meeting,  it would be appreciated
if you would  sign and return the proxy card  previously  provided  to you.  The
giving of such  proxy will not  affect  your right to vote in person  should you
decide to attend the meeting.


                                                        Therese Ambrusko
                                                            Secretary