8-K/A

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K/A

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

Date of Report (Date of earliest event reported) October 29, 2008
GRANITE CONSTRUCTION INCORPORATED
(Exact name of registrant as specified in its charter)

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

585 West Beach Street
Watsonville, California 95076

(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

On October 30, 2008, Granite Construction Incorporated filed a Current Report on Form 8-K (the “Initial Form 8-K”) announcing the issuance of a press release with respect to its earnings for the quarter ended September 30, 2008. This Current Report on Form 8-K/A amends the Initial Form 8-K to correct the financial statement titled “Condensed Consolidated Balance Sheets” as follows:

Under the heading “Liabilities and Shareholders’ Equity”:  the term “Other long-term debt” should be “Other long-term liabilities”; and, immediately after “Shareholders’ equity:” add “Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding”.

A copy of the amended “Condensed Consolidated Balance Sheets” is attached as Exhibit 99.1. The information previously reported in the Initial Form 8-K is hereby incorporated by reference into this Current Report on Form 8-K/A.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are attached hereto and furnished herewith:
Exhibit Number	Exhibit Title
99.1	Condensed Consolidated Balance Sheets

SIGNATURES

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

		GRANITE CONSTRUCTION INCORPORATED
Date:	October 30, 2008	By:	/s/  LeAnne M. Stewart
			LeAnne M. Stewart
			Senior Vice President &
			Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Document
99.1	Condensed Consolidated Balance Sheets

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EX-99.1

Exhibit 99.1

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - In Thousands, Except Per Share Data)
	September 30,			December 31,
		2008			2007
Assets
Current assets
Cash and cash equivalents	$	281,046		$	352,434
Short-term marketable securities		101,112			77,758
Accounts receivable, net		480,315			397,097
Costs and estimated earnings in excess of billings		34,759			17,957
Inventories, net		61,342			55,557
Real estate held for sale		52,165			51,688
Deferred income taxes		46,233			43,713
Equity in construction joint ventures		45,219			34,340
Other current assets		65,182			96,969
Total current assets		1,167,373			1,127,513
Property and equipment, net		522,733			502,901
Long-term marketable securities		30,209			55,156
Investment in affiliates		27,518			26,475
Other assets		73,696			74,373
Total assets	$	1,821,529		$	1,786,418
Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term debt	$	34,886		$	28,696
Accounts payable		234,126			213,135
Billings in excess of costs and estimated earnings		251,402			275,849
Accrued expenses and other current liabilities		227,611			212,265
Total current liabilities		748,025			729,945
Long-term debt		246,487			268,417
Other long-term liabilities		46,178			46,441
Deferred income taxes		18,733			17,945
Minority interest in consolidated subsidiaries		26,729			23,471
Shareholders' equity:
Preferred stock, $0.01 par value, authorized		-			-
3,000,000 shares; none outstanding
Common stock, $0.01 par value, authorized 150,000,000		383			395
shares in 2008 and 2007;
issued and outstanding 38,264,058 shares in
2008 and 39,450,923 shares in 2007
Additional paid-in capital		83,041			79,007
Retained earnings		655,287			619,699
Accumulated other comprehensive (loss) income		(3,334	)		1,098
Total shareholders' equity		735,377			700,199
Total liabilities and shareholders' equity	$	1,821,529		$	1,786,418
	September 30,			December 31,
Financial Position		2008			2007
Working capital	$	419,348		$	397,568
Current ratio		1.56			1.54
Debt to total capitalization		0.28			0.30
Total liabilities to equity ratio		1.48			1.55