The purpose of this amendment is to include PART II - Other Information,
and the signature page.

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.  20549


                              FORM 10-Q/A
                           (Amendment No. 1)


       (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarter ended June 30, 1996

                                  or

       ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

          for the transition period from ________ to ________

                     Commission file number 0-3062


                 GUY F. ATKINSON COMPANY OF CALIFORNIA
        (Exact name of registrant as specified in its charter)


STATE OF DELAWARE
(State or other jurisdiction of                      94-1649018
incorporation or organization)  (IRS Employer Identification No.)


           1001 Bayhill Drive, San Bruno, California  94066
         (Address of principal executive offices) (zip code)


Registrants' telephone number, including area code - (415) 876-1000


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.

                                       Yes  X  No

Common stock as of August 13, 1996
  Issued and outstanding - 8,976,467 shares

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit No.              Description

        27.1                  Financial Data Schedule

(b)  No reports on Form 8-K were filed during the period.

              GUY F. ATKINSON COMPANY OF CALIFORNIA
                  AND CONSOLIDATED SUBSIDIARIES


                            SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant had duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                              GUY F. ATKINSON COMPANY
                                    OF CALIFORNIA



                              /s/ Herbert D. Montgomery
                              Senior Vice President, Chief Financial Officer
                              and Treasurer

August 13, 1996