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                                                                   EXHIBIT 3.1.b

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        GRANITE CONSTRUCTION INCORPORATED


        Granite Construction Incorporated, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(hereinafter the "Corporation"), DOES HEREBY CERTIFY:

        FIRST: That at a meeting of the Board of Directors of the Corporation
held on April 4, 2000 resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and to be considered by the Stockholders of the
Corporation at the next annual meeting of stockholders. The resolution setting
forth the proposed amendment is as follows:

        RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as amended
said Article shall be and read as follows:

        "FOURTH:

        A. Capitalization. The total number or shares of all classes of stock
        which the Corporation shall have authority to issue is one hundred three
        million (103,000,000):

                   (1) Three million (3,000,000) shares of Preferred Stock, par
               value one cent ($0.01) per share (the "Preferred Stock"); and

                   (2) One hundred million (100,000,000) shares of Common Stock,
               par value one cent ($0.01) per share (the "Common Stock")."

        SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of the Corporation was duly
called and held on May 22, 2000, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.

        THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, said Granite Construction Incorporated has caused
this certificate to be signed by Michael Futch, its Secretary, this 23rd day of
May, 2000.



                                                 By: ___________________________
                                                        Michael Futch
                                                        Secretary