FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHAW CRAIG W 		2. Issuer Name and Ticker or Trading Symbol

PERINI CORP [ PCR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO, Perini Bldg Co
(Last)          (First)          (Middle)

73 MT WAYTE AVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2009
(Street)

FRAMINGHAM, MA 01701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/1/2009     M    50000   A   (1) 80000   D    
Common Stock   1/2/2009     S (2)    7000   D $23.1693   (3) 73000   D    
Common Stock   1/2/2009     S (2)    3000   D $23.6972   (4) 70000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1) 1/1/2009     M        50000   (5)   1/1/2009   (6)   (6) Common Stock   50000     (1) 0   (7) D    

Explanation of Responses:
( 1)  The restricted stock units convert into common stock of Perini Corporation (the "Company") on a 1 for 1 basis subject to the Company having achieved certain performance criteria for fiscal year 2007.
( 2)  The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2008.
( 3)  Represents the weighted average sales price of shares sold at prices ranging from $22.5565 to $23.50 per share. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 4)  Represents the weighted average sales price of shares sold at prices ranging from $23.56 to $23.944 per share. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 5)  The restricted stock units were granted on April 5, 2006.
( 6)  The restricted stock units vested on January 1, 2009 based on the Company having achieved certain performance criteria for fiscal year 2007.
( 7)  The reporting person continues to hold 50,000 restricted stock units granted on April 5, 2006 which vest on January 1, 2010, subject to the Company's compensation committee's determination that certain performance criteria for fiscal year 2008 have been met.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHAW CRAIG W
73 MT WAYTE AVE
FRAMINGHAM, MA 01701

Chairman & CEO, Perini Bldg Co

Signatures
/s/Susan C. Mellace, Attorney in fact 1/5/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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