SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION REQUIRED TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
Peter Kiewit Sons', Inc.
(Name of Issuer)
Common Stock $0.01 Par Value
(Title of Classes of Securities)
N/A
(CUSIP Number)
Michael F. Norton, Esq.
Kiewit Plaza
Omaha, Nebraska 68131
Telephone Number: (402) 342-2052
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and
Communications)
July 31, 1998
(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box __
Note. Six copies of this statement, including exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 3 Pages)
CUSIP No. N/A
13D
Page 2 of 3 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard W. Colf
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO/PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 428,990
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 428,990
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,990
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
IN
CUSIP No. N/A
13D
Page 3 of 3 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The Investor acquired an additional 20,000 shares of Common Stock on
June 19, 1998 for an aggregate purchase price of $1,008,000. The Investor
acquired such additional shares of Common Stock with personal funds.
Item 4. Purpose of Transaction.
This Amendment No. 1 to Schedule 13 D is being filed to report the fact
that as a result of the issuance of additional shares of Common Stock by the
Issuer on July 31, 1998, the Investor no longer owns 5% or more of the Common
Stock.
Item 5. Interest in Securities of the Issuer.
The Investor is the beneficial owner of 428,990 shares of Common Stock.
This amount represents 4.8% of the Issuer's issued and outstanding Common
Stock. The Investor retains both voting and investment power over such shares
of Common Stock. The Investor acquired an additional 20,000 Shares of Common
Stock on June 19, 1998. The Investor ceased to be the beneficial owner of 5%
or more of the Common Stock on July 31, 1998.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 3, 1998
_____________________
(Date)
/S/ Richard W. Colf
_____________________
(Signature)
Richard W. Colf
_____________________
(Name)
