SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-K
                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the fiscal year ended                         Commission File
December 31, 1994                                  Number 0-15658

                             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 executive offices)               (Zip Code)

                                (402) 342-2052
                       (Registrant's telephone number,
                            including area code)

       Securities registered pursuant to Section 12(b) of the Act:
                                  None.
       Securities registered pursuant to Section 12(g) of the Act:

Class B Construction & Mining Group Nonvoting Restricted Redeemable 
Convertible
Exchangeable 
     Common Stock, par value $.0625
Class C Construction & Mining Group Restricted Redeemable Convertible 
Exchangeable
     Common Stock, par value $.0625
Class D Diversified Group Convertible Exchangeable 
     Common Stock, par value $.0625

     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 (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes [X]  No [  ]

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [X] 
     The registrant's stock is not publicly traded, and therefore there is 
no ascertainable aggregate market value of voting stock held by nonaffiliates.

     As of March 31, 1995, the number of shares outstanding of each class of 
the Company's common stock was:

                       Class B -    884,400 shares
                       Class C - 13,006,455 shares
                       Class D - 21,251,591 shares

Portions of the Company's definitive Proxy Statement for the 1995 Annual 
Meeting of Stockholders are incorporated by reference into Part III of this 
Form 10-K.



The following amendment is filed for the purpose of attaching
Exhibit 27 - Financial Data Schedule to our 1994 10-K filing.

Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.



                                   Peter Kiewit Sons', Inc.



                                     /s/ Robert E. Julian
Dated:  April 26, 1995             Robert E. Julian
                                   Executive Vice President
                                   Chief Financial Officer