SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CUSUMANO GARY M

(Last)

(First)

(Middle)

585 WEST BEACH STREET

(Street)

WATSONVILLE

95076

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRANITE CONSTRUCTION INC [ GVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2006		A		214⁽¹⁾	A	$47.99	214	D
Common Stock	03/31/2006		A		0.44⁽²⁾	A	$48.68	214.44	D
Common Stock								1,471⁽³⁾	I	Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$13.165	03/31/2006		D			348	03/31/2005	03/31/2015	Common Stock	348	⁽³⁾	157	D
Option (Right to Buy)	$13.39	03/31/2006		D			642	06/30/2005	06/30/2015	Common Stock	642	⁽³⁾	0	D
Option (Right to Buy)	$18.295	03/31/2006		D			481	09/30/2005	09/30/2015	Common Stock	481	⁽³⁾	0	D
Option (Right to Buy)	$18.13	03/31/2006		D			505	12/30/2005	12/30/2015	Common Stock	505	⁽³⁾	0	D
Option (Right to Buy)	$26.33	03/31/2006		A		348		03/31/2006	03/30/2016	Common Stock	348	⁽⁴⁾	0	D
Option (Right to Buy)	$26.78	03/31/2006		A		642		03/31/2006	03/30/2016	Common Stock	642	⁽⁴⁾	0	D
Option (Right to Buy)	$36.59	03/31/2006		A		481		03/31/2006	03/30/2016	Common Stock	481	⁽⁴⁾	0	D
Option (Right to Buy)	$36.26	03/31/2006		A		505		03/31/2006	03/30/2016	Common Stock	505	⁽⁴⁾	505	D

Explanation of Responses:

1. Stock Units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan.

2. Dividends on Stock Units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan.

3. The option was amended by mutual agreement of the reporting person and Granite Construction Incorporated to increase the exercise price of option to fair market value of the underlying stock on the date of grant. The amended option also is reported on this Form 4.

4. The option is an amended option. The option prior to amendment is treated as cancelled on this Form 4.

Remarks:

	Michael Futch, Secretary, for Gary M. Cusumano	04/03/2006
	** 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).
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