S-8

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           As Filed with the Securities and Exchange Commission on June 11, 1999

                                                  Registration No.______________


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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



               Delaware                                  77-0239383
   ---------------------------------        ------------------------------------
     (State or other jurisdiction           (I.R.S. employer identification no.)
   of incorporation or organization)

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

                        GRANITE CONSTRUCTION INCORPORATED
                           1999 EQUITY INCENTIVE PLAN
                        ---------------------------------
                            (Full title of the plan)

                                  Michael Futch
                  Vice President, General Counsel and Secretary
                        Granite Construction Incorporated
                              585 West Beach Street
                          Watsonville, California 95076
                  ---------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (831) 724-1011.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

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- -------------------------------------------------------------------------------------------------------------------
                                                  CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
                                                  Proposed maximum       Proposed maximum
 Title of Securities           Amount to be         offering price            aggregate               Amount of
 to be registered(1)           registered(2)         per share(3)         offering price(3)      registration fee(4)
- -------------------------------------------------------------------------------------------------------------------
                                                                                     
1999 Equity Incentive Plan

Common Stock                     2,500,000            $29.09375             $72,734,375.00             $18,725.82
Par Value $0.01


(1) The securities to be registered include options and rights to acquire Common
Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The $29.09375 price is based upon the average of the high and
low prices of the Common Stock on June 7, 1999, as reported on the New York
Stock Exchange.

(4) Under General Instruction E, the registration fee is calculated solely on
the basis of the additional 2,315,242 shares of Common Stock authorized for
issuance under the 1999 Equity Incentive Plan. The applicable filing fees have
been paid for the remaining 184,758 shares in connection with their registration
on Form S-8 Registration Statement No. 33-36485.



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                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

               Granite Construction Incorporated (the "Company") hereby
incorporates by reference in this registration statement the following
documents:

               (a) The Company's latest annual report on Form 10-K filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 1998 as filed with the
Securities and Exchange Commission on March 31, 1999.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.

               (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed on April 21, 1997 under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

               All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

               Inapplicable.

Item 6. Indemnification of Directors and Officers

               Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest



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extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care.

               Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The Bylaws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
under Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.

               Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

               Inapplicable.

Item 8. Exhibits

               See Exhibit Index.

Item 9. Undertakings

               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 the 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 the
registration statement; and



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                      (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 (1)(i) and (l)(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 Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

               (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.

               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 Section 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.

               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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.



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                                    SIGNATURE

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Watsonville, State of California, on June 9,
1999.


                                       GRANITE CONSTRUCTION INCORPORATED



                                       By:      /s/ MICHAEL FUTCH
                                          -------------------------------------
                                          Michael Futch, Vice President,
                                          General Counsel and Secretary



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                        SIGNATURES AND POWER OF ATTORNEY

        The officers and directors of Granite Construction Incorporated whose
signatures appear below, hereby constitute and appoint David H. Watts and
Michael Futch, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.



        Signature                             Title                             Date
        ---------                             -----                             ----
                                                                      
/s/ DAVID H. WATTS                  President, Chief Executive Officer
- ----------------------------        and Chairman of the Board               June 9, 1999
David H. Watts                      (Principal Executive Officer)

/s/ WILLIAM E. BARTON               Senior Vice President and Chief
- ----------------------------        Financial Officer (Principal            June 9, 1999
William E. Barton                   Financial and Accounting Officer)

/s/ JOSEPH J. BARCLAY
- ----------------------------        Director                                June 9, 1999
Joseph J. Barclay

/s/ RICHARD M. BROOKS
- ----------------------------        Director                                June 9, 1999
Richard M. Brooks

/s/ BRIAN C. KELLY
- ----------------------------        Director                                June 7, 1999
Brian C. Kelly

/s/ REBECCA A. McDONALD
- ----------------------------        Director                                June 8, 1999
Rebecca A. McDonald


- ----------------------------        Director
Raymond E. Miles

/s/ GEORGE B. SEARLE
- ----------------------------        Director                                June 7, 1999
George B. Searle


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                                  EXHIBIT INDEX


4.1     Certificate of Incorporation, as amended, of the Company is incorporated
        by reference to Exhibits 3.1, 3.1.a and 3.1.b, to the Company's
        Registration Statement on Form 10-K filed with the Securities and
        Exchange Commission on March 31, 1999 (No. 001-12911)

4.2     Bylaws of the Company are incorporated by reference to Exhibit 3.2 to
        the Company's Registration Statement on Form 10-K filed with the
        Securities and Exchange Commission on March 31, 1999 (No. 001-12911)

5       Opinion re legality

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of PricewaterhouseCoopers LLP

24      Power of Attorney (included in signature pages to this registration
        statement)

EX-5

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                                                                       EXHIBIT 5


[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA  94301-1825
Phone:  650-328-6561      Fax:  650-327-3699            www.graycary.com

June 9, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for Granite Construction Incorporated, a Delaware corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to 2,500,000
shares of the Common Stock, $0.01 par value, of the Company which may be issued
pursuant to the Granite Construction Incorporated 1999 Equity Incentive Plan
(the "Plan").

We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.

Based on such examination, we are of the opinion that the 2,500,000 shares of
Common Stock which may be issued pursuant to the Plan are duly authorized shares
of the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plan, will be
validly issued, fully paid and nonassessable. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement referred to above and
the use of our name wherever it appears in said Registration Statement.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP

EX-23.2

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                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. ___________) of our report dated February 12,
1999 (except Note 15, as to which the date is March 26, 1999) relating to the
consolidated financial statements, which appears in the 1998 Annual Report to
Stockholders of Granite Construction Incorporated, which is incorporated by
reference in Granite Construction's Annual Report on Form 10-K for the year
ended December 31, 1998. We also consent to the incorporation by reference of
our report dated February 12, 1999 (except Note 15, as to which the date is
March 26,1999) relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K on Page F-1.


                                            /s/ PricewaterhouseCoopers LLP

San Jose, California
June 9, 1999