MORRISON KNUDSEN CORP//, S-8, 1997-11-03

MORRISON KNUDSEN CORP//
S-8, 1997-11-03
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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1997

REGISTRATION NO. 33-
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________

MORRISON KNUDSEN CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 33-0565601
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83712
(Address, including zip code, of registrant's principal executive offices)

_________

MORRISON KNUDSEN CORPORATION DEFERRED COMPENSATION PLAN
(Full Title of the Plan)

_________

STEPHEN G. HANKS
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
MORRISON KNUDSEN CORPORATION
MORRISON KNUDSEN PLAZA, 720 PARK BOULEVARD, BOISE, IDAHO 83712; (208) 386-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

_________

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION FEE
TO BE REGISTERED OFFERING PRICE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred Compensation Obligations $5,000,000 $1,515.15
===================================================================================================
</TABLE>
<PAGE>

Part II
-------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------

The following documents previously filed by Morrison Knudsen
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

(a) The Registrant's Annual Report for the fiscal year ended November
30, 1996 on Forms 10-K and 10-K/A;

(b) The Registrant's Quarterly Report for fiscal quarter ended February
28, 1997 on Form 10-Q, Quarterly Report for fiscal quarter ended May 31, 1997 on
Form 10-Q and as amended on Form 10-Q/A, and Quarterly Report for fiscal
quarter ended August 31, 1997 on Form 10-Q;

(c) All other reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

(d) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on June 4, 1993,
and all amendments and reports filed for the purpose of updating that
description; and

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES
-------------------------

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------

Section 145 of the General Corporation Law of Delaware empowers the
Registrant to indemnify, subject to the standards set forth therein, any person
who is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Registrant, or is or was serving as such with
respect to another entity at the request of the Registrant. The General
Corporation Law of Delaware also provides that the Registrant may purchase
insurance on behalf of any such director, officer, employee or agent.

2
<PAGE>

The Registrant's Bylaws provide in effect for the indemnification by
the Registrant of each director and officer of the Registrant to the fullest
extent permitted by applicable law.

The Registrant has purchased a directors and officers liability
insurance policy which insures, among other things, (i) the officers and
directors of the Registrant from any claim arising out of an alleged wrongful
act by such persons while acting as directors and officers of the Registrant and
(ii) the Registrant to the extent that it has indemnified the directors and
officers for such loss.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------

Not applicable.

ITEM 8. EXHIBITS
--------

4.1 The Morrison Knudsen Corporation Deferred Compensation Plan.

5.1 Opinion of Craig G. Taylor, Associate General Counsel to the
Registrant, as to the validity of securities registered hereunder,
dated October 31, 1997.

23.1 Consent of Counsel (included in Exhibit 5.1 filed herewith).

23.2 Consent of Coopers & Lybrand L.L.P.

23.3 Consent of KPMG Peat Marwick LLP

24.1 Powers of Attorney.

ITEM 9. UNDERTAKINGS
------------

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
-------- -------
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.

3
<PAGE>

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

C. The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on November 3, 1997.

MORRISON KNUDSEN CORPORATION

By: /s/ R. A. Tinstman
----------------------------------
R.A. Tinstman
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ R. A. Tinstman President and Chief Executive Officer and Director
- --------------------------------
R.A. Tinstman (Principal Executive Officer)

/s/ A. S. Cleberg Executive Vice President and Chief Financial Officer
- --------------------------------
A. S. Cleberg (Principal Executive Officer)

/s/ D. L. Brigham Vice President and Controller
- --------------------------------
D. L. Brigham (Principal Accounting Officer)

/s/ D. H. Batchelder * Director
- --------------------------------
D.H. Batchelder

Director
- --------------------------------
L.R. Judd

/s/ W. C. Langley * Director
- --------------------------------
W.C. Langley

/s/ R. S. Miller, Jr. * Director
- --------------------------------
R.S. Miller, Jr.
</TABLE>

5
<PAGE>

<TABLE>
<S> <C>
/s/ D. Parkinson * Director
- --------------------------------
D. Parkinson

/s/ T. W. Payne * Director
- --------------------------------
T.W. Payne

/s/ J. D. Roach * Director
- --------------------------------
J. D. Roach

/s/ D. R. Washington * Director
- --------------------------------
D.R. Washington

</TABLE>

*S.G. HANKS, the undersigned attorney-in-fact, by signing his name hereto,
does hereby sign and execute this Registration Statement on behalf of the above
indicated directors (constituting a majority of the directors) pursuant to
powers of attorney filed with the Securities and Exchange Commission.

November 3, 1997

By: /s/ Stephen G. Hanks
-----------------------------------------------
Stephen G. Hanks, Attorney-in-fact

6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 * The 1997 Morrison Knudsen Corporation Deferred Compensation Plan.

5.1 * Opinion of Craig G. Taylor, Associate General Counsel to the
Registrant.

23.1 * Consent of Counsel (included in Exhibit 5.1 filed herewith).

23.2 * Consent of Coopers & Lybrand L.L.P.

23.3 * Consent of KPMG Peat Marwick LLP

24.1 * Powers of Attorney.
</TABLE>

____________________

* Filed herewith

E-1

<PAGE>

EXHIBIT 4.1

MORRISON KNUDSEN CORPORATION

DEFERRED COMPENSATION PLAN

(Effective January 1, 1998)
<PAGE>

TABLE OF CONTENTS

<TABLE>

<C> <S> <C>
ARTICLE I - PURPOSE AND BACKGROUND....................................1

ARTICLE II - DEFINITIONS..............................................1
2.1 Account.....................................................1
2.2 Account Accumulation Rate...................................1
2.3 Administrative Committee....................................1
2.4 Beneficiary.................................................1
2.5 Board.......................................................2
2.6 Cause.......................................................2
2.7 Code........................................................2
2.8 Compensation................................................2
2.9 Compensation Committee......................................2
2.10 Deferral Commitment.........................................2
2.11 Deferral Period.............................................2
2.12 Elective Deferred Compensation..............................3
2.13 Employee....................................................3
2.14 Employer....................................................3
2.15 Financial Hardship..........................................3
2.16 Moody's Minus One Hundred Fifty (150) Basis Points..........3
2.17 Moody's Plus Fifty (50) Basis Points........................3
2.18 Participant.................................................3
2.19 Participation Agreement.....................................3
2.20 Plan Benefit................................................3
2.22 Rule of 70..................................................4
2.22 Savings Plan................................................4
2.23 Year of Service.............................................4

ARTICLE III - PARTICIPATION AND DEFERRAL COMMITMENTS..................4
3.1 Eligibility and Participation...............................4
3.2 Form of Deferral............................................4
3.3 Limitations on Deferral Commitments.........................5
3.4 Modification of Deferral Commitment.........................5

ARTICLE IV - DEFERRED COMPENSATION ACCOUNTS...........................5
4.1 Accounts....................................................5
4.2 Elective Deferred Compensation..............................5
4.3 Interest on Accounts........................................5
4.4 Matching Contributions......................................6
4.5 Statement of Accounts.......................................6
</TABLE>
<PAGE>

<TABLE>

<C> <S> <C>
ARTICLE V - PLAN BENEFITS.............................................6
5.1 Distributions Prior to Termination of Employment...............6
5.2 Distributions Following Termination of Employment..............7
5.3 Form of Benefit Payment Following Termination of Employment....7
5.4 Commencement of Deferral Payment...............................7
5.5 Timing of Election.............................................8
5.6 Death Benefit..................................................8
5.7 Accelerated Distribution.......................................8
5.8 Withholding for Taxes..........................................8
5.9 Payment to Guardian............................................8

ARTICLE VI - BENEFICIARY DESIGNATION..................................9
6.1 Beneficiary Designation........................................9
6.2 Changing Beneficiary...........................................9
6.3 Spousal Consent................................................9
6.4 No Beneficiary Designation....................................10

ARTICLE VII - ADMINISTRATION.........................................10
7.1 Committee; Duties.............................................10
7.2 Agents........................................................10
7.3 Binding Effect of Decisions...................................10
7.4 Indemnity of Committee........................................10

ARTICLE VIII - CLAIMS PROCEDURE......................................11
8.1 Claim.........................................................11
8.2 Review of Claim...............................................11
8.3 Notice of Denial of Claim.....................................11
8.4 Reconsideration of Denied Claim...............................11
8.5 Employer to Supply Information................................12

ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN.......................12
9.1 Amendment.....................................................12
9.2 Employer's Right to Terminate.................................12

ARTICLE X - MISCELLANEOUS............................................13
10.1 Unfunded Plan.................................................13
10.2 Unsecured General Creditor....................................13
10.3 Trust Fund....................................................13
10.4 Nonassignability..............................................13
10.5 Not a Contract of Employment..................................13
10.6 Protective Provisions.........................................13
10.7 Governing Law.................................................13
10.8 Validity......................................................14
10.9 Notice........................................................14
10.10 Successors....................................................14
</TABLE>
<PAGE>

MORRISON KNUDSEN CORPORATION

DEFERRED COMPENSATION PLAN

ARTICLE I - PURPOSE AND BACKGROUND

The purpose of this Deferred Compensation Plan (the "Plan") is to provide
current tax planning opportunities for the retirement or death of employees of
Morrison Knudsen Corporation ("Company"). The Plan shall be in addition to
existing deferred compensation plans and arrangements maintained by the Company.
The Plan is intended to aid in retaining and attracting employees of exceptional
ability by providing them with these benefits. This Plan shall be effective as
of January 1, 1998 (the "Effective Date").

ARTICLE II - DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1 Account. "Account" means the Account maintained by the Employer in
accordance with Article IV and which consists of (i) any deferral of
Compensation pursuant to this Plan; (ii) matching contributions made by the
Employer to this Plan; and (iii) earnings on all of the foregoing. A
Participant's Account shall be utilized solely as a device for the determination
and measurement of the amounts to be paid to the Participant pursuant to the
Plan. Separate subaccounts shall be maintained to properly reflect the
Participant's balance and earnings thereon. A Participant's Account shall not
constitute or be treated as a trust fund of any kind.

2.2 Account Accumulation Rate. "Account Accumulation Rate" means the rate of
imputed interest that shall be applied to a Participant's Account. This rate
shall be equal to Moody's Plus Fifty (50) Basis Points if the Participant,
before satisfying the Rule of 70, attaining age 65 or attaining age 55 with ten
(10) or more Years of Service, does not voluntarily terminate employment with
the Employer or receive an accelerated distribution pursuant to Section 5.7, and
if the Participant is not involuntarily terminated for Cause. If the
Participant is terminated for Cause at any time or, before satisfying the Rule
of 70, attaining age 65 or attaining age 55 with ten (10) or more Years of
Service, either voluntarily terminates employment with the Employer or receives
an accelerated distribution pursuant to Section 5.7, this rate shall be equal to
Moody's Minus One Hundred Fifty (150) Basis Points. A termination of employment
on account of a Participant's death or disability is not "voluntary" for
purposes of this Plan.

2.3 Administrative Committee. "Administrative Committee" means the committee
appointed to administer the employee benefit plans of the Company.

2.4 Beneficiary. "Beneficiary" means the person, persons or entity entitled
under Article VI to receive any Plan benefits payable after a Participant's
death.
<PAGE>

2.5 Board. "Board" means the Board of Directors of the Company.

2.6 Cause. "Cause" means a Participant's:

(i) Conviction of any criminal violation involving dishonesty, fraud or
breach of trust;

(ii) Willful engagement in any misconduct in the performance of his
duties that materially injures Company, monetarily or otherwise;

(iii) Performance of any act which, if known to Company's customer,
clients or stockholders would materially and adversely affect
Company's business; or

(iv) Willful and substantial nonperformance of assigned duties (other
than any such failure resulting from Participant's incapacity due
to physical or mental illness) which has continued after the Board
has given written notice of such nonperformance to Participant,
which notice specifically identifies the manner in which the Board
believes that Participant has not substantially performed his
duties and which indicates the Board's intention to terminate
Participant's employment because of such nonperformance. For
purposes of clauses (ii) and (iv) of this Sec tion, no act or
omission on Participant's part shall be deemed "willful" if
committed or omitted in good faith and with a reasonable belief
that his action was in the best interest of the Company.

2.7 Code. "Code" means the Internal Revenue Code of 1986, as amended.

2.8 Compensation. "Compensation" means the salary and bonuses payable to a
Participant during the calendar year and considered to be "wages" for purposes
of federal income tax with holding, before reduction for amounts deferred under
this Plan, salary reduction contributions under IRC Section 401(k), or any other
deferral arrangements. Compensation does not include expense reimbursements,
any form of noncash compensation or benefits, imputed income, living allowances,
tax allowances, other special allowances, overseas differentials, other project-
oriented differentials, relocation allowances, short term disability paid by a
third-party provider, administrator or insurer, group life insurance premiums,
or any other payments or benefits other than normal compensation.

2.9 Compensation Committee. "Compensation Committee" means the Compensation
Committee of the Board of Directors of the Company.

2.10 Deferral Commitment. "Deferral Commitment" means an election to
defer Compensation made by a Participant pursuant to Article III and for which a
separate Participation Agreement has been submitted by the Participant to the
Administrative Committee.

2.11 Deferral Period. "Deferral Period" means the period over which a
Participant has elected to defer a portion of his Compensation. Each calendar
year shall be a separate Deferral Period, provided that the Deferral Period may
be modified pursuant to Section 3.4.
<PAGE>

2.12 Elective Deferred Compensation. "Elective Deferred Compensation"
means the amount of Compensation that a Participant elects to defer pursuant to
a Deferral Commitment.

2.13 Employee. "Employee" means an individual who is a common law employee
of the Employer and who, under the applicable facts and circumstances, is either
part of a select group of management or a highly compensated employee of the
Employer.

2.14 Employer. "Employer" means Morrison Knudsen Corporation or any
successor to the business thereof, and any affiliated or subsidiary corporations
designated by the Compensation Committee.

2.15 Financial Hardship. "Financial Hardship" means an immediate,
unanticipated, heavy financial need of the Participant that the Participant
cannot satisfy from other financial resources, including proceeds of any loans.
The Administrative Committee shall determine whether a Financial Hardship exists
on the basis of information supplied by the Participant in accordance with such
standards as are, from time to time, established by the Administrative
Committee. For purposes of this Plan, the education of a child or the purchase
of a home will not constitute a Financial Hardship.

2.16 Moody's Minus One Hundred Fifty (150) Basis Points. "Moody's Minus
One Hundred Fifty (150) Basis Points" means an annualized rate of interest equal
to Moody's Composite Average of Yields on Corporate Bonds as determined from
Moody's Bond Record published by Moody's Investor's Service, Inc. (or any
successor thereto) or, if such report is no longer published, a substantially
similar rate determined in a manner determined to be appropriate by the
Compensation Committee, minus one and one-half percentage points (1.5%). The
rate to be applied for purposes of this Plan, for any calendar year, shall be
based on the published rate for the month of August for the immediately
preceding calendar year.

2.17 Moody's Plus Fifty (50) Basis Points. "Moody's Plus Fifty (50) Basis
Points" means an annualized rate of interest equal to Moody's Composite Average
of Yields on Corporate Bonds as determined from Moody's Bond Record published by
Moody's Investor's Service, Inc. (or any successor thereto) or, if such report
is no longer published, a substantially similar rate determined in a manner
determined to be appropriate by the Compensation Committee, plus one-half
percentage point (0.5%). The rate to be applied for purposes of this Plan, for
any calendar year, shall be based on the published rate for the month of August
for the immediately preceding calendar year.

2.18 Participant. "Participant" means any individual who is participating
or has participated in this Plan as provided in Article III.

2.19 Participation Agreement. "Participation Agreement" means the
agreement submitted by a Participant to the Administrative Committee prior to
the beginning of the Deferral Period, with respect to a Deferral Commitment made
for such Deferral Period.
<PAGE>

2.20 Plan Benefit. "Plan Benefit" means the benefit payable to a
Participant as calculated in Article V.

2.22 Rule of 70. "Rule of 70" means the attainment by a Participant of a
number of Years of Service and age which, when added together, equal or exceed
70.

2.22 Savings Plan. "Savings Plan" means the Morrison Knudsen Corporation
Savings Plan, established January 1, 1986.

2.23 Year of Service. "Year of Service" means a year of service with the
Employer as defined in, and accumulated under, the Savings Plan (i.e. 1,000 or
more paid hours in a calendar year).

ARTICLE III - PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation.

(a) Eligibility. Before the Effective Date, the Compensation Committee will
-----------
designate a group of Employees who will be eligible to defer
Compensation under this Plan. From time to time thereafter, the
Compensation Committee, in its discretion, may designate additional
Employees as eligible to defer Compensation under this Plan and may
decide that certain Employees previously eligible will no longer be
eligible to defer Compensation under this Plan. An Employee who has been
designated as eligible to defer Compensation under this Plan will
continue to be eligible to defer Compensation during subsequent Deferral
Periods until (i) the Employee terminates employment with the Employer,
(ii) the Compensation Committee decides that the Employer will no longer
be eligible to defer Compensation under this Plan or (iii) this Plan is
terminated either partially or completely, whichever occurs first.

(b) Participation. Each eligible Employee who has elected to defer
-------------
Compensation under this Plan shall be a Participant in this Plan. An
eligible employee may elect to participate in the Plan with respect to a
Deferral Period by submitting a Participation Agreement to the
Administrative Committee by November 30 of the calendar year immediately
preceding that Deferral Period. With respect to amounts payable
commencing January 1 of any calendar year, the Administrative Committee,
in its sole discretion, may allow an eligible employee to submit a
Participation Agreement to the Administrative Committee by December 31
of the immediately preceding calendar year.

(c) Part-Year Participation. In the event that an Employee first becomes
-----------------------
eligible to participate during a calendar year, a Participation
Agreement must be submitted to the Administrative Committee no later
than thirty (30) days following notification to the Employee of
eligibility to participate, and such Participation Agreement shall be
effective only with regard to Compensation payable following the
submission of the Participation Agreement to the Administrative
Committee.
<PAGE>

3.2 Form of Deferral. A Participant may elect Deferral Commitments in the
Participation Agreement as follows:

(a) Salary Deferral Commitment. A salary Deferral Commitment shall be
--------------------------
related to the salary payable by the Employer to a Participant during
the Deferral Period. The amount to be deferred shall be stated as a
percentage.

(b) Bonus Deferral Commitment. A bonus Deferral Commitment shall be
-------------------------
related to the bonus Compensation payable to the Participant during the
Deferral Period. The amount to be deferred shall be stated as a
percentage.

3.3 Limitations on Deferral Commitments. The following limitations shall
apply to Deferral Commitments:

(a) Minimum. The minimum salary deferral amount shall be five percent (5%)
-------
of salary for each pay period. The minimum bonus deferral amount shall
be five percent (5%) of bonus in a bonus Deferral Commitment.

(b) Maximum. The maximum deferral amount shall be fifty percent (50%) of
-------
salary in a salary Deferral Commitment and one hundred percent (100%) of
bonus in a bonus Deferral Commitment.

(c) Changes in Minimum or Maximum. The Administrative Committee may change
-----------------------------
the minimum or maximum deferral amounts from time to time by giving
written notice to all Participants. No such change may affect a Deferral
Commitment made prior to the Administrative Committee's action.

3.4 Modification of Deferral Commitment. A Deferral Commitment shall be
irrevocable except that the Administrative Committee may permit a Participant to
reduce the amount to be deferred, or waive the remainder of the Deferral
Commitment upon a finding that the Participant has suffered a Financial
Hardship.

ARTICLE IV - DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts. For record keeping purposes only, an Account shall be
maintained for each Participant. Separate alternative subaccounts shall be
maintained to the extent necessary to properly reflect the crediting of
different Account Accumulation Rates to the Participant's Account.

4.2 Elective Deferred Compensation. A Participant's Elective Deferred
Compensation shall be credited to the Participant's Account as the corresponding
nondeferred portion of the Compensation becomes or would have become payable.
Any withholding of taxes or other amounts with respect to deferred Compensation
which is required by state, federal or local law
<PAGE>

shall be withheld from the Participant's nondeferred Compensation to the maximum
extent possible with any excess being withheld from the Participant's Account.

4.3 Interest on Accounts. The Accounts shall be credited with interest at
the applicable Account Accumulation Rate specified in Section 2.2, compounded
daily. The applicable Account Accumulation Rate shall be adjusted annually
effective January 1 of each year, based upon the published rate for the month of
August of the immediately preceding calendar year.

4.4 Matching Contributions. Each calendar year, the Company shall credit a
matching contribution to the Plan on behalf of each Participant who is an active
Employee of the Employer on the last day of such year equal to one hundred
percent (100%) of such Participant's Compensation that was deferred in such
calendar year to either (A) the Plan as Elective Deferred Compensation or (B)
the Savings Plan as a "Salary Deferral" as defined thereunder. The matching
contribution required to be credited under this Section 4.4 for a given year
shall be credited as of the last day of the calendar year and shall be reduced
by the amounts, if any, the Employer contributes on behalf of the Participant as
a matching contribution under the Savings Plan. The foregoing to the contrary
notwithstanding, in no event shall the total of Employer Matching Contributions
for a Participant under the Savings Plan and matching contributions under this
Section 4.4 for a given year exceed five percent (5%) of such Participant's
Compensation for such year as limited by Code (S)401(a)(17).

4.5 Statement of Accounts. The Administrative Committee shall provide to
each Participant, within a reasonable time after the close of each calendar
quarter, and at such other time as determined by the Administrative Committee, a
statement setting forth the balance to the credit of the Account maintained for
the Participant.

ARTICLE V - PLAN BENEFITS

5.1 Distributions Prior to Termination of Employment. A Participant's
Account may be distributed to the Participant prior to termination of employment
as follows:

(a) Early Withdrawals. A Participant may elect in a Participation
-----------------
Agreement to withdraw all or any portion of the amount deferred by that
Participation Agreement, as of a date specified in the election. Such
date shall not be sooner than seven (7) years after the date the
Deferral Period commences. The amount withdrawn shall not exceed the
amount of Compensation deferred, without interest. Such election shall
be made at the time the Deferral Commitment is made and shall be
irrevocable.

(b) Hardship Withdrawals. Upon a finding that a Participant has suffered a
--------------------
Financial Hardship, the Administrative Committee may, in its sole
discretion, make distributions from the Participant's Account. The
amount of such a withdrawal shall be limited to the amount reasonably
necessary to meet the Participant's needs resulting from the Financial
Hardship. If payment is made due to Financial Hardship under this Plan,
the Participant's deferrals under this Plan shall cease until the
beginning of a new Deferral Period. Any
<PAGE>

resumption of the Participant's deferrals under the Plan after such period
shall be made only at the election of the Participant in accordance with
Article III herein.

(c) Form of Payment and Time. Any distribution pursuant to Section 5.1(a) or
------------------------
5.1(b) shall be payable in a lump sum. The distribution shall be paid in
the case of a partial withdrawal, as provided in the Participation
Agreement, and in case of a Financial Hardship, within thirty (30) days
after the determination of a Financial Hardship.

5.2 Distributions Following Termination of Employment.

(a) If a Participant terminates employment with the Employer because of death
or disability or after satisfying the Rule of 70, attaining age 65 or attaining
age 55 with ten (10) or more Years of Service and the Participant is not
terminated for Cause, the Account Accumulation Rate on such Participant's
Account shall be a rate equal to Moody's Plus Fifty (50) Basis Points. Such
rate, as adjusted annually, shall apply from the date the Participant first
deferred any Compensation to all amounts in the Participant's Account, except
any amounts distributed to the Participant in an accelerated distribution under
Section 5.7.

(b) If a Participant voluntarily terminates employment with the Employer before
satisfying the Rule of 70, attaining age 65, or attaining age 55 with ten (10)
or more Years of Service, or if a Participant's employment with the Employer is
involuntarily terminated for Cause at any time, the Account Accumulation Rate on
such Participant's Account shall be adjusted, effective as of the date the
Participant first deferred any Compensation, to a rate equal to Moody's Minus
One Hundred Fifty (150) Basis Points. Such rate, as adjusted annually, shall
apply retroactively from the date the Participant first deferred any
Compensation to all amounts in the Participant's Account, whether previously
distributed or not. A termination of employment on account of a Participant's
death or disability is not "voluntary" for purposes of this Plan.

(c) Upon a Participant's termination of employment with the Employer for any
reason for a period of at least five (5) days, the Employer shall pay the
Participant, or Participant's Beneficiary in the case of death, benefits equal
to the balance in the Participant's Account, after the adjustment described in
Section 5.2(b), if applicable.

5.3 Form of Benefit Payment Following Termination of Employment.

(a) Subject to Section 5.3(b), benefits shall be paid in the form selected by
the Participant at the time of the Deferral Commitment. Options include:

(i) A lump sum payment.

(ii) Equal annual installments of the Account and Interest amortized over a
period of five (5), ten (10), or fifteen (15) years.
<PAGE>

(b) Small Account(s). Notwithstanding Section 5.3(a), if a Participant's
----------------
Account is under fifty thousand dollars ($50,000) on the date of his
termination of employment, the benefit shall be paid in a lump sum.

5.4 Commencement of Deferral Payment.

(a) Subject to 5.4(b), benefits shall commence as elected by the Participant.
Options are:

(i) Payments to commence as soon as practical after termination but in no
case more than sixty (60) days after termination.

(ii) Payment to commence as soon as practical in the calendar year
following termination but in no case more than ninety (90) days after
the beginning of the calendar year.

(b) Notwithstanding 5.4(a), a Participant who is a "covered employee" as
defined in IRS Section 162(m)(3) shall receive his first benefit payment as
if the Participant had elected option 5.4(a)(ii) above.

5.5 Timing of Election. As long as the election is made and filed with the
Administrative Committee at least twelve (12) full months prior to termination
of employment, a Participant may elect to change the form of benefit payment or
the timing of benefit commencement. In no case may a Participant change an
election in the 12 months preceding termination of employment.

5.6 Death Benefit. Upon the death of a Participant, the Employer shall pay
to the Participant's Beneficiary an amount equal to the remaining unpaid balance
of the Participant's Account in a lump sum.

5.7 Accelerated Distribution. Notwithstanding any other provision of the
Plan, at any time a Participant shall be entitled to receive, upon written
request to the Committee, a lump sum distribution equal to ninety percent (90%)
of the Account balance as of the date on which the Committee receives the
written request. Provided, however, that if the Participant has not satisfied
the Rule of 70, attained age 65 or attained age 55 with ten (10) or more Years
of Service, the Account Accumulation Rate on such Participant's Account shall be
adjusted before the distribution, retroactively effective as of the date the
Participant first deferred any Compensation, to a rate equal to Moody's Minus
One Hundred Fifty (150) Basis Points. The remaining balance shall be forfeited
by the Participant. The amount payable under this section shall be paid in a
lump sum within thirty (30) days following the receipt of the notice by the
Committee from the Participant. Such Participant shall not be eligible to
participate until the beginning of a new Deferral Period beginning not less than
twelve (12) months after the date of the accelerated distribution.

5.8 Withholding for Taxes. To the extent required by the law in effect at
the time payments are made, the Employer shall withhold from the payments made
hereunder any taxes required to
<PAGE>

be withheld by the federal or any state or local government, including any
amounts which the Employer determines are reasonably necessary to pay any
generation-skipping transfer tax which is or may become due. A beneficiary,
however, may elect not to have withholding of federal income tax pursuant to
Section 3405(a)(2) of the Internal Revenue Code, or any successor provision
thereto.

5.9 Payment to Guardian. The Administrative Committee may direct payment to
the duly appointed guardian, conservator, or other similar legal representative
of a Participant or Beneficiary to whom payment is due. In the absence of such
a legal representative, the Committee may, in its sole and absolute discretion,
make payment to a person having the care and custody of a minor, incompetent or
person incapable of handling the disposition of property upon proof satisfactory
to the Administrative Committee of incompetency, minority, or incapacity. Such
distribution shall completely discharge the Administrative Committee from all
liability with respect to such benefit.

ARTICLE VI - BENEFICIARY DESIGNATION

6.1 Beneficiary Designation. Subject to Section 6.3, each Participant shall
have the right, at any time, to designate one (1) or more persons or an entity
as Beneficiary (both primary as well as secondary) to whom benefits under this
Plan shall be paid in the event of the Participant's death prior to complete
distribution of the Participant's Account. Each Beneficiary designation shall be
in a written form prescribed by the Administrative Committee and shall be
effective only when filed with the Administrative Committee during the
Participant's lifetime.

6.2 Changing Beneficiary. Subject to Section 6.3, any Beneficiary designation
may be changed by a Participant without the consent of the previously named
Beneficiary by the filing of a new designation with the Committee. The filing of
a new designation shall cancel all designations previously filed.

6.3 Spousal Consent. If the Participant is married, the following rules shall
apply:

(a) Designation by a married Participant of a primary Beneficiary other than
the Participant's spouse shall not be effective unless the spouse executes
a written consent that acknowledges the effect of the designation, or it is
established the consent cannot be obtained because the spouse cannot be
located.

(b) A married Participant's primary Beneficiary designation may be changed by a
Participant with the consent of the Participant's spouse as provided for in
Section 6.3(a) by the filing of a new designation with the Committee.

(c) If the Participant's marital status changes after the Participant has
designated a Beneficiary, the following shall apply:
<PAGE>

(i) If the Participant is married at the time of death but was unmarried
when the designation was made, the designation shall be void unless
the spouse has consented to it in the manner prescribed in Section
6.3(a).

(ii) If the Participant is unmarried at the time of death but was married
when the designation was made:

a) The designation shall be void if the spouse was named as
Beneficiary.

b) The designation shall remain valid if a nonspouse Beneficiary
was named.

(iii) If the Participant was married when the designation was made and is
married to a different spouse at death, the designation shall be
void unless the new spouse has consented to it in the manner
prescribed above.

6.4 No Beneficiary Designation. If any Participant fails to designate a
Beneficiary in the manner provided above, if the designation is void, or if the
Beneficiary designated by a deceased Participant dies before the Participant or
before complete distribution of the Participant's benefits, the Participant's
Beneficiary shall be the person in the first of the following classes in which
there is a survivor:

(a) The Participant's spouse;

(b) The Participant's children in equal shares, except that if any of the
children predeceases the Participant but leaves issue surviving, then such
issue shall take by right of representation the share the parent would have
taken if living;

ARTICLE VII - ADMINISTRATION

7.1 Committee; Duties. This Plan shall be administered by the Administrative
Committee. The Administrative Committee shall consist of at least three (3)
individuals appointed by the Compensation Committee. The Administrative
Committee shall have the authority to amend (but not terminate) the Plan,
(subject to Section 9.1 thereof), interpret and enforce all appropriate rules
and regulations for the administration of the Plan and decide or resolve any and
all questions, including interpretations of the Plan, as may arise in such
administration. A majority vote of the Administrative Committee members shall
control any decision. Members of the Administrative Committee may be
Participants under this Plan.

7.2 Agents. The Administrative Committee may, from time to time, employ agents
and delegate to them such administrative duties as it sees fit, and may from
time to time consult with counsel who may be counsel to the Company.
<PAGE>

7.3 Binding Effect of Decisions. The decision or action of the Administrative
Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final, conclusive and binding upon
all persons having any interest in the Plan.

7.4 Indemnity of Committee. The Company shall indemnify and hold harmless the
members of the Administrative Committee against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to this Plan on account of such person's service on the Committee,
except in the case of gross negligence or willful misconduct.

ARTICLE VIII - CLAIMS PROCEDURE

8.1 Claim. The Administrative Committee shall establish rules and procedures to
be followed by Participants and Beneficiaries in (a) filing claims for benefits,
and (b) for furnishing and verifying proofs necessary to establish the right to
benefits in accordance with the Plan, consistent with the remainder of this
Article. Such rules and procedures shall require that claims and proofs be made
in writing and directed to the Administrative Committee.

8.2 Review of Claim. The Administrative Committee shall review all claims for
benefits. Upon receipt by the Administrative Committee of such a claim, it shall
determine all facts which are necessary to establish the right of the claimant
to benefits under the provisions of the Plan and the amount thereof as herein
provided within ninety (90) days of receipt of such claim. If prior to the
expiration of the initial ninety (90) day period, the Administrative Committee
determines additional time is needed to come to a determination on the claim,
the Committee shall provide written notice to the Participant, Beneficiary or
other claimant of the need for the extension, not to exceed a total of one
hundred eighty (180) days from the date the application was received.

8.3 Notice of Denial of Claim. In the event that any Participant, Beneficiary
or other claimant claims to be entitled to a benefit under the Plan, and the
Administrative Committee determines that such claim should be denied in whole or
in part, the Committee shall, in writing, notify such claimant that the claim
has been denied, in whole or in part, setting forth the specific reasons for
such denial. Such notification shall be written in a manner reasonably expected
to be understood by such claimant and shall refer to the specific sections of
the Plan relied on, shall describe any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary, and where appropriate, shall include an
explanation of how the claimant can obtain reconsideration of such denial.

8.4 Reconsideration of Denied Claim.

(a) Within sixty (60) days after receipt of the notice of the denial of a
claim, such claimant or duly authorized representative may request, by
mailing or delivery of such written notice to the Administrative Committee,
a reconsideration by the Administrative Committee of the decision denying
the claim. If the claimant or duly authorized representative fails to
request such a reconsideration within such sixty (60) day period, it shall
be conclusively
<PAGE>

determined for all purposes of this Plan that the denial of such claim by
the Administrative Committee is correct. If such claimant or duly
authorized representative requests a reconsideration within such sixty (60)
day period, the claimant or duly authorized representative shall have
thirty (30) days after filing a request for reconsideration to submit
additional written material in support of the claim, review pertinent
documents, and submit issues and comments in writing.

(b) After such reconsideration request, the Administrative Committee shall
determine within sixty (60) days of receipt of the claimant's request for
reconsideration whether such denial of the claim was correct and shall
notify such claimant in writing of its determination. The written notice
of decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant,
as well as specific references to the pertinent Plan provisions on which
the decision is based. In the event of special circumstances determined by
the Administrative Committee, the time for the Administrative Committee to
make a decision may be extended by an additional sixty (60) days upon
written notice to the claimant prior to the commencement of the extension.

8.5 Employer to Supply Information. To enable the Administrative Committee to
perform its functions, the Employer shall supply full and timely information to
the Administrative Committee of all matters relating to the retirement, death or
other cause for termination of employment of all Participants, and such other
pertinent facts as the Administrative Committee may require.

ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. The Administrative Committee may at any time amend the Plan by
written instrument, notice of which is given to all Participants and to any
Beneficiaries to whom a benefit is due, subject to the following:

(a) Preservation of Account Balance. No amendment shall reduce the amount
-------------------------------
accrued in any Account to the date such notice of the amendment is given.

(b) Changes in Earnings Rate. No amendment shall reduce the applicable Account
------------------------
Accumulation Rate to be credited after the date of the amendment to the
amount already accrued in any Account and any Deferred Compensation
credited to the Account under Deferral Commitments already in effect on
that date.

9.2 Employer's Right to Terminate. The Compensation Committee may at any time
partially or completely terminate the Plan if, in its judgment, the tax,
accounting or other effects of the continuance of the Plan, or potential
payments thereunder would not be in the best interests of Employer.

(a) Partial Termination. The Compensation Committee may partially terminate
-------------------
the Plan by declaring a partial termination, by instructing the
Administrative Committee not to accept
<PAGE>

any additional Deferral Commitments, and by terminating all ongoing
Deferral Commitments. If such a partial termination occurs, the Plan shall
continue to operate and be effective with regard to amounts deferred to
Accounts prior to the effective date of such partial termination.

(b) Complete Termination. The Compensation Committee may completely terminate
--------------------
the Plan by declaring a complete termination, by instructing the
Administrative Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. If such
a complete termination occurs, the Plan shall cease to operate and
Employer shall pay out each Account in a lump sum. Payments shall be made
within sixty (60) days after the Compensation Committee terminates the
Plan and earnings shall continue to be credited on the unpaid Account
balance.

ARTICLE X - MISCELLANEOUS

10.1 Unfunded Plan. This plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

10.2 Unsecured General Creditor. Participants and Beneficiaries shall be
unsecured general creditors, with no secured or preferential right to any assets
of the Employer or any other party for payment of benefits under this Plan. Any
life insurance policies, annuity contracts or other property purchased by the
Employer in connection with this Plan shall remain its general, unpledged and
unrestricted assets. The Employer's obligation under the Plan shall be an
unfunded and unsecured promise to pay money in the future.

10.3 Trust Fund. At its discretion, the Employer may establish one (1) or more
trusts, with such trustees as the Compensation Committee may approve, for the
purpose of providing for the payment of benefits owed under the Plan. Although
such a trust may be irrevocable, its assets shall be held for payment of all the
Company's general creditors in the event of insolvency or bankruptcy. To the
extent any benefits provided under the Plan are paid from any such trust, the
Employer shall have no further obligation to pay them. If not paid from a trust,
such benefits shall remain the obligation of the Employer.

10.4 Nonassignability. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
<PAGE>

10.5 Not a Contract of Employment. This Plan shall not constitute a contract of
employment between the Employer and the Participant. Nothing in this Plan shall
give a Participant the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discipline or discharge a
Participant at any time.

10.6 Protective Provisions. A Participant will cooperate with the Employer by
furnishing any and all information requested by the Employer in order to
facilitate the payment of benefits here under, and by taking such other action
as may be requested by the Employer.

10.7 Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of Idaho, except as preempted by
federal law.

10.8 Validity. In case any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.

10.9 Notice. Any notice required or permitted under the Plan shall be
sufficient if in writing and hand delivered or sent by registered or certified
mail. Such notice shall be deemed as given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification. Mailed notice to the Administrative Committee
shall be directed to the Company's address. Mailed notice to a Participant or
Beneficiary shall be directed to the individual's last known address in the
Employer's records.

10.10 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Employer, and successors of
any such corporation or other business entity.

<PAGE>

EXHIBIT 5.1

MORRISON KNUDSEN CORPORATION
MORRISON KNUDSEN PLAZA
P. O. BOX 73/BOISE, IDAHO U.S.A. 83729
PHONE: (208)386-5000/TELEX: 368439

CRAIG G. TAYLOR DIRECT DIAL: 208-386-5223
ASSOCIATE GENERAL COUNSEL FAX NUMBER: 208-386-5833

November 3, 1997

Morrison Knudsen Corporation
Morrison Knudsen Plaza
Boise, Idaho 83707

Re: The Morrison Knudsen Corporation Deferred Compensation Plan
Form S-8 Registration Statement

Ladies and Gentlemen:

I am Associate General Counsel of Morrison Knudsen Corporation, a Delaware
corporation (the "Company") and, in that capacity, I have acted as counsel for
the Company in the preparation of a Form S-8 Registration Statement (the
"Registration Statement") relating to deferred compensation payment obligations
("Plan Interests") arising under the Morrison Knudsen Corporation Deferred
Compensation Plan (the "Plan"). This opinion relates to the Plan Interests.

In connection with the preparation of the Registration Statement, I have
examined such corporate records and documents of the Company and matters of law
as I have deemed relevant and necessary for the opinion hereinafter expressed.
In this examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as original documents and
conformity to original documents of all documents submitted to me as certified
or photostatic copies.

On the basis of the foregoing, it is my opinion that:

1. The Plan Interests, when issued is accordance with the provisions of the
Plan, will be valid and binding obligations of the Company, except as
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and subject to general equity
principles.

2. The provisions of the written Plan documents comply with the applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

The opinion expressed in paragraph 2 applies only as to the form of the written
Plan documents. Accordingly, but without limitation of the preceding sentence, I
express no opinion as to whether the employees eligible to participate in the
Plan constitute a select group of management or highly compensated employees or
whether the Plan will be considered "funded" for purposes of ERISA, which are
factual issues depending upon the facts and circumstances in existence from time
to time.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever appearing in the
Registration Statement.

Very truly yours,

/s/ Craig G. Taylor

Craig G. Taylor

CGT:smb

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
Morrison Knudsen Corporation on Form S-8 in connection with the Morrison Knudsen
Corporation Deferred Compensation Plan, of our report which includes an
explanatory paragraph regarding a change in method of accounting for impairment
of long-lived assets and an emphasis of a matter paragraph regarding an
environmental contingency, dated February 24, 1997, on our audit of the
consolidated financial statements and financial statement schedule of Morrison
Knudsen Corporation as of November 30, 1996, and for the year then ended,
included in the Morrison Knudsen Corporation 1996 Annual Report on Forms 10K and
10K-A, which is incorporated herein by reference.

/s/ Coopers & Lybrand L.L.P.

Coopers & Lybrand L.L.P.
Boise, Idaho

October 30, 1997

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Morrison Knudsen Corporation:

We consent to the incorporation by reference in the Registration Statement of
Morrison Knudsen Corporation on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the Morrison Knudsen Corporation Deferred
Compensation Plan, of our report dated January 12, 1996, relating to the
consolidated balance sheet of Kasler Holding Company and Subsidiaries as of
November 30, 1995 and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the years in the two year period
ended November 30, 1995, which report appears in the November 30, 1996 Morrison
Knudsen Corporation annual report on Form 10-K/A.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP
Los Angeles, California

October 30, 1997

<PAGE>

EXHIBIT 24