Issuer Delisting; Notice of Application of Perini Corporation to Withdraw its Common Stock, $1.00 Par Value, and Associated A Junior Participating Cumulative Preferred Stock Purchase Rights From Listing and Registration on the American Stock Exchange LLC

On June 1, 2004, Perini Corporation, a Massachusetts corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw its Common Stock, $1.00 par value, and Associated Series A Junior Participating Cumulative Preferred Stock Purchase Rights (“Securities”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on March 10, 2004 to withdraw the Issuer's Securities from listing on the Amex, and to list the Securities on the New York Stock Exchange, Inc. (“NYSE”). The Issuer states that the trading of its Securities on the Amex ended at the close of trading on March 31, 2004. The Securities began trading on the NYSE on April 1, 2004. The Board states the reason for delisting its Securities from the Amex and listing on the NYSE is (1) to provide a market that the Issuer believes can better absorb the increased public float resulting from the Issuer's recent secondary offering of the Common Stock; and (2) potentially increase the trading volume in the Common Stock.

The Issuer stated in its application that is has met the requirements of Amex Rule 18 by complying with all applicable laws in the State of Massachusetts, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex, and shall not affect its continued listing on the NYSE or its obligation to be registered under Section 12(b) of the Act.

Any interested person may, on or before June 29, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic comments:

• Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-06314, or

Paper comments:

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number 1-06314. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( http://www.sec.gov/rules/delist.shtml ). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.