8-K

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

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 14, 2002

GRANITE CONSTRUCTION INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-12911
(Commission File Number) 77-0239383
(IRS Employer Identification No.)

585 West Beach Street
Watsonville, California 95076
(Address of principal executive offices) (Zip Code)

(831) 724-1011
Registrant’s telephone number, including area code

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TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
Exhibit 99.1
Exhibit 99.2

Item 5. Other Events

     On August 14, 2002, David H. Watts and William E. Barton, the principal executive officer and principal financial officer, respectively, of Granite Construction Incorporated (the “Company”), each filed with the Securities and Exchange Commission a written statement under oath regarding facts and circumstances relating to filings of the Company under the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to Securities and Exchange Commission Order No. 4-460 requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Exchange Act. The Company is filing copies of such statements as Exhibits 99.1 and 99.2 hereto, which are incorporated by reference herein.

Item 7. Financial Statements and Exhibits

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits. The following exhibits are attached hereto and filed herewith:

Exhibit
Number
99.1	Statement under Oath of Principal Executive Officer regarding Facts and Circumstances relating to Exchange Act Filings.
99.2	Statement under Oath of Principal Financial Officer regarding Facts and Circumstances relating to Exchange Act Filings.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GRANITE CONSTRUCTION INCORPORATED
Date:	August 14, 2002	By:	/s/    William E. Barton
			William E. Barton Senior Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number	Document
99.1	Statement under Oath of Principal Executive Officer regarding Facts and Circumstances relating to Exchange Act Filings.
99.2	Statement under Oath of Principal Financial Officer regarding Facts and Circumstances relating to Exchange Act Filings.

4 EX-99.1 3 f83797exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, David H. Watts, Chairman of the Board, President and Chief Executive Officer of Granite Construction Incorporated, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Granite Construction Incorporated, and, except as corrected or supplemented in a subsequent covered report: - No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the year ended December 31, 2001 of Granite Construction Incorporated filed with the Commission on April 1, 2002; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Granite Construction Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ David H. Watts - ----------------------------------- David H. Watts Date: 8-13-02 ----------------------------- 5 EX-99.2 4 f83797exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, William E. Barton, Chief Financial Officer and Senior Vice President of Granite Construction Incorporated, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Granite Construction Incorporated, and, except as corrected or supplemented in a subsequent covered report: - No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the year ended December 31, 2001 of Granite Construction Incorporated filed with the Commission on April 1, 2002; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Granite Construction Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ William E. Barton - -------------------------------------- William E. Barton Date: August 13, 2002 ------------------------------- 6 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1



                             STATEMENT UNDER OATH OF
                           PRINCIPAL EXECUTIVE OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS


I, David H. Watts, Chairman of the Board, President and Chief Executive Officer
of Granite Construction Incorporated, state and attest that:

        (1) To the best of my knowledge, based upon a review of the covered
reports of Granite Construction Incorporated, and, except as corrected or
supplemented in a subsequent covered report:

           -   No covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

           -   No covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

        (2) I have reviewed the contents of this statement with the Company's
audit committee.

        (3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":

           -   Annual Report on Form 10-K for the year ended December 31, 2001
               of Granite Construction Incorporated filed with the Commission on
               April 1, 2002;

           -   all reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of Granite Construction Incorporated
               filed with the Commission subsequent to the filing of the Form
               10-K identified above; and

           -   any amendments to any of the foregoing.




/s/ David H. Watts
- -----------------------------------
David H. Watts
Date: 8-13-02
      -----------------------------



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EX-99.2

                                                                    Exhibit 99.2



                             STATEMENT UNDER OATH OF
                           PRINCIPAL FINANCIAL OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS


I, William E. Barton, Chief Financial Officer and Senior Vice President of
Granite Construction Incorporated, state and attest that:

        (1) To the best of my knowledge, based upon a review of the covered
reports of Granite Construction Incorporated, and, except as corrected or
supplemented in a subsequent covered report:

           -   No covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

           -   No covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

        (2) I have reviewed the contents of this statement with the Company's
audit committee.

        (3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":

           -   Annual Report on Form 10-K for the year ended December 31, 2001
               of Granite Construction Incorporated filed with the Commission on
               April 1, 2002;

           -   all reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of Granite Construction Incorporated
               filed with the Commission subsequent to the filing of the Form
               10-K identified above; and

           -   any amendments to any of the foregoing.




/s/ William E. Barton
- --------------------------------------
William E. Barton
Date:  August 13, 2002
       -------------------------------



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