SecProbe.io

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Mail Stop 0510

      May 25, 2005

Mr. Michael J. Piechoski
Senior Vice President and Chief Financial Officer
Peter Kiewit Sons`, Inc.
Kiewit Plaza
Omaha, Nebraska 68131

	RE: 	Form 10-K for the Fiscal Year ended December 31, 2004
                    	Form 10-Q for the Fiscal Quarter ended
March
31, 2005
                    	File No. 0-23943

Dear Mr. Piechoski:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions, please show us in your response what the revisions will
look like.  These revisions should be included in your future
filings, including your interim filings where applicable.

Business, page 1
2. Please disclose the name of any customer that represents more
than
10% of consolidated revenues if the loss of that customer would
have
a material adverse impact.  Please refer to Item 101(c)(1)(vii) of
Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 12
3. Please discuss, and quantify where practicable, the extent to
which material fluctuations in revenues and cost of revenues are
due
to pricing, volume, project timing, currency effects and improved
cost controls to clarify for investors why construction gross
margins
for 2004 increased $56 million despite a decline in revenues from
2003 of $63 million.
4. Given your focus on cost control, please also quantify material
increases or decreases in operating expenses along with
appropriate
explanation to better enable the reader to see through the eyes of
management.  Please Refer to Item 303 (a) of Regulation S-K.
5. Please discuss and analyze operating results based on
"operating
income" to conform to your segment disclosures.  Please refer to
SEC
Release 33-8350 for guidance.

Critical Accounting Policies, page 20
6. Given the inherent estimates involved in accounting for
construction industry projects, please indicate whether you have
discussed your critical accounting estimates with your audit
committee.  Additionally, for each critical accounting policy or
estimate, please discuss the likelihood of materially different
reported results if different assumptions or conditions were to
prevail.  To the extent practicable and meaningful, you should
also
quantify the effect changes in assumptions and estimates would
have
on your overall financial performance.  See SEC Releases 33-8040
and
33-8098.

Financial Statements

Balance Sheet, page 26
7. Please provide us with additional information to help us
understand why you believe SFAS 150 does not require you to
present
your redeemable common stock as a liability.  Please refer to
paragraphs 9, A2 and A6 of SFAS 150.

Note 9. Long-term Debt, page 44
8. Please revise your disclosure to describe the conversion
features
of the convertible debentures and explain any pertinent rights and
privileges.  Please refer to Rule 5-02.22 of Regulation S-X.

Note 13. Segment and Geographic Data, page 48
9. Please provide the enterprise-wide product line and service
disclosures required by paragraph 37 of SFAS 131.  This disclosure
should be consistent with the construction services offered in the
following construction markets: transportation; commercial
buildings;
power, heat, cooling; water supply/dams; petroleum and sewage and
solid waste that were disclosed in Management`s Discussion and
Analysis.
10. Please revise your disclosure to include segment assets as
required by paragraph 27 of SFAS 131.

*    *    *    *

      		Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response on EDGAR
as
a correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information required
under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

		In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

       	If you have any questions regarding these comments,
please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, Scott Watkinson, Staff Accountant, at (202) 551-
3741.

          						Sincerely,

								Rufus Decker
								Branch Chief
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Michael J. Piechoski
Peter Kiewit Sons', Inc.
May 25, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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