8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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) July 29, 2009

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))

1

Item 2.02     Results of Operations and Financial Condition.

On July 29, 2009, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the quarter ended June 30, 2009, a copy of which is attached as Exhibit 99.1.

The information set forth is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, nor shall the information, including the Exhibit, be deemed incorporated by reference in any filing of the Company, except as shall be expressly set forth by specific reference in such filing.



Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are attached hereto and furnished herewith:

Exhibit Number	Exhibit Title
99.1	Press Release of Registrant, dated July 29, 2009, its 2009 second quarter financial results

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:	July 29, 2009	By:	/s/ LeAnne M. Stewart
			LeAnne M. Stewart
			Senior Vice President &
			Chief Financial Officer

2

INDEX TO EXHIBITS

Exhibit Number	Document
99.1	Press Release of Registrant, dated July 29, 2009, its 2009 second quarter financial results

3

EX-99.1

Exhibit 99.1

Granite Reports Second-Quarter 2009 Financial Results

• Granite East operating results increased 26% to $14.7 million
• Strong balance sheet; Cash and short-term marketable securities totaled $381 million at quarter-end

WATSONVILLE, Calif.--(BUSINESS WIRE)--July 29, 2009--Granite Construction Incorporated (NYSE: GVA) today reported net income of $17.9 million for the second quarter of 2009 compared with $25.6 million for the second quarter of 2008. Diluted earnings per share for the second quarter of 2009 were $0.46 compared with $0.67 for the second quarter of 2008.

“As expected, our second quarter results reflect a very competitive bidding environment in the West,” said William G. Dorey, Granite president and chief executive officer. “That said, we are pleased with the way our business model is performing in these challenging times. Granite East continues to deliver strong operating results and is well-positioned to grow its backlog this year. Across the company we continue to focus on productivity, managing costs and executing on our backlog.”

Second-quarter 2009 Financial Results

Total Company

• Total revenue for the quarter ended June 30, 2009 was $461.1 million compared with $694.3 million in 2008. The decrease reflects a $169.2 million reduction in Granite West revenue and $58.5 million reduction in Granite East revenue.
• Gross profit as a percentage of revenue for the quarter was 18 percent compared with 16 percent in 2008 reflecting improved margins from Granite East.
• Gross profit on the sale of construction materials was $8.0 million in 2009 compared with $17.5 million in 2008. The company’s third-party construction materials business continues to be affected by lower sales volume.
• General and administrative expenses decreased $10.1 million to $55.7 million or 12 percent of revenue compared with $65.8 million or 10 percent of revenue in 2008 reflecting decreases in salaries and incentive compensation.
• Operating income for the quarter was $30.4 million compared with $45.4 million in the prior year due to the competitive bidding environment in the West offset by improved operating results in the East.
• During the second quarter 2009, the company’s real estate investment segment recorded a $1.0 million pretax impairment charge related to a residential property located in Oregon.
• Other income for the quarter was $0.5 million compared with $1.2 million in 2008 due to lower investment interest income.
• Net income attributable to noncontrolling interest in joint ventures decreased from $8.0 million in 2008 to $4.7 million in 2009 due to the completion of certain large projects.
• At June 30, 2009, cash and short-term marketable securities totaled $381.0 million, including $120.9 million of cash and cash equivalents from the company’s consolidated joint ventures.
• Total contract backlog at June 30, 2009, was $1.5 billion compared with $2.1 billion at June 30, 2008. Not included in second quarter 2009 backlog is approximately $500.0 million associated with three projects the company expects to book in the third quarter of 2009.

Granite West

• Revenue for the second quarter totaled $348.3 million compared with $517.5 million for the same period in 2008. The decrease reflects a highly competitive bidding environment and lower demand for construction materials.
• Gross profit as a percentage of revenue for the quarter remained flat at 18 percent.
• Operating income for the quarter decreased $21.9 million to $34.9 million compared with $56.8 million for the second quarter of last year.

Granite East

• Revenue for the second quarter totaled $112.2 million compared with $170.8 million for the same period in 2008 reflecting several large projects nearing completion.
• Gross profit as a percentage of revenue for the quarter was 19 percent compared with 11 percent in the same period last year.
• Operating income for the quarter increased to $14.7 million compared with $11.7 million for the second quarter of 2008.

Outlook

“In the West, we expect the bidding environment to remain competitive for at least the next several quarters,” said Dorey. “We also anticipate our third-party construction materials business will continue to be affected by lower demand. As a result, we are forecasting Granite West revenue in 2009 to be between $1.5 billion and $1.7 billion with a corresponding gross profit margin percentage between 14 percent and 16 percent.

The outlook for Granite East is very positive as we continue to execute well and add quality projects to our backlog. Although we continue to expect strong bottom line performance this year, delayed project awards caused us to lower our revenue forecast for the segment. We now expect Granite East revenue in 2009 to be in the range of $600.0 million and $675.0 million with an improved gross profit margin percentage between 15 percent and 17 percent. We expect net income attributable to noncontrolling interest in joint ventures for the total company to be approximately $30.0 million for the year.”

Conference Call

Granite will conduct a conference call tomorrow, July 30, 2009, at 8:00 a.m. PT/11:00 a.m. ET to discuss the results of the second quarter ended June 30, 2009. Access to a live audio webcast is available at www.graniteconstruction.com/investor-relations. The live conference call may be accessed by calling (877) 865-1220 in the United States and (706) 634-4451 for international listeners. The conference ID for the call is 14073730. The call will be recorded and available for replay from approximately two hours after the live audio webcast through August 30, 2009 by calling (706) 645-9291. The conference ID for the recording is 14073730.

About Granite

Granite Construction Incorporated is a member of the S&P 400 Midcap Index, the Domini 400 Social Index, and the Russell 2000. Granite Construction Company, a wholly owned subsidiary, is one of the nation’s largest diversified heavy civil contractors and construction materials producers. Granite Construction Company serves public- and private-sector clients through its offices and subsidiaries nationwide. For more information about Granite, please visit its Web site at www.graniteconstruction.com.

Forward-looking Statements

This press release contains statements that are not based on historical facts and which may be forward-looking in nature. Under the Private Securities Litigation Reform Act of 1995, a “safe harbor” may be provided to Granite for certain of these forward-looking statements. Words such as outlook, believes, expects, appears, may, will, should, anticipates, and the negatives thereof or comparable terminology are intended to identify these forward-looking statements. These forward-looking statements are estimates reflecting the best judgment of Granite’s senior management and are based on its current expectations and projections concerning future events, many of which are outside Granite’s control and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those risks described in Granite’s Annual Report under “Item 1A. Risk Factors.” Except as required by law, Granite undertakes no obligation to revise or update any forward-looking statements for any reason. As a result, the reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except share and per share data)
		June 30,		December 31,			June 30,
			2009		2008			2008
ASSETS
Current assets
	Cash and cash equivalents	$	356,168	$	460,843		$	286,648
	Short-term marketable securities		24,878		38,320			88,230
	Accounts receivable, net		281,432		314,733			418,657
	Costs and estimated earnings in excess of billings		50,891		13,295			51,047
	Inventories, net		68,755		55,223			63,930
	Real estate held for development and sale		131,169		75,089			50,308
	Deferred income taxes		43,314		43,637			44,887
	Equity in construction joint ventures		50,215		44,681			42,844
	Other current assets		46,719		56,742			66,297
	Total current assets		1,053,541		1,102,563			1,112,848
Property and equipment, net			529,805		517,678			526,383
Long-term marketable securities			53,328		21,239			29,706
Investment in affiliates			17,310		19,996			30,502
Other noncurrent assets			80,300		81,979			73,455
	Total assets	$	1,734,284	$	1,743,455		$	1,772,894
LIABILITIES AND EQUITY
Current liabilities
	Current maturities of long-term debt	$	64,848	$	39,692		$	35,039
	Accounts payable		177,025		174,626			237,561
	Billings in excess of costs and estimated earnings		184,665		227,364			226,213
	Accrued expenses and other current liabilities		168,217		184,939			211,907
	Total current liabilities		594,755		626,621			710,720
Long-term debt			233,675		250,687			246,493
Other long-term liabilities			46,686		43,604			46,956
Deferred income taxes			17,917		18,261			18,228
Equity
	Preferred stock, $0.01 par value, authorized 3,000,000 shares; none outstanding
			-		-			-
	Common stock, $0.01 par value, authorized 150,000,000 shares in 2009 and in 2008; issued and outstanding 38,673,034 shares as of June 30, 2009, 38,266,791 shares as of December 31, 2008 and 38,274,588 shares as of June 30, 2008
			387		383			383
	Additional paid-in capital		89,142		85,035			81,358
	Retained earnings		699,050		682,237			608,525
	Accumulated other comprehensive loss		-		(146	)		(941	)
	Total Granite Construction Inc. shareholders' equity		788,579		767,509			689,325
	Noncontrolling interest		52,672		36,773			61,172
	Total equity		841,251		804,282			750,497
	Total liabilities and equity	$	1,734,284	$	1,743,455		$	1,772,894
		June 30,		December 31,			June 30,
FINANCIAL POSITION			2009		2008			2008
	Working capital	$	458,786	$	475,942		$	402,128
	Current ratio		1.77		1.76			1.57
	Debt to Granite Construction Inc. shareholders' equity capitalization		0.27		0.27			0.29
	Total liabilities to Granite Construction Inc. shareholders' equity ratio		1.13		1.22			1.48

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited - in thousands, except per share data)
			Three Months Ended						Six Months Ended
			June 30,						June 30,
				2009			2008			2009			2008
	Revenue
		Construction	$	403,226		$	580,943		$	720,335		$	983,516
		Material sales		57,315			107,289			87,161			158,843
		Real estate		534			6,100			951			6,773
		Total revenue		461,075			694,332			808,447			1,149,132
	Cost of revenue
		Construction		327,016			486,716			573,985			793,562
		Material sales		49,280			89,835			81,463			138,891
		Real estate		1,534			8,755			1,741			8,959
		Total cost of revenue		377,830			585,306			657,189			941,412
	Gross profit			83,245			109,026			151,258			207,720
	General and administrative expenses			55,669			65,760			109,301			126,411
	Gain on sales of property and equipment			2,808			2,155			5,329			2,556
	Operating income			30,384			45,421			47,286			83,865
	Other income (expense)
		Interest income		1,109			3,593			3,170			9,648
		Interest expense		(2,853	)		(3,058	)		(6,341	)		(7,568	)
		Equity in income (loss) of affiliates		783			528			339			(179	)
		Other income, net		1,431			184			5,216			8,647
		Total other income		470			1,247			2,384			10,548
	Income before provision for income taxes			30,854			46,668			49,670			94,413
	Provision for income taxes			8,187			13,081			13,016			25,208
	Net income			22,667			33,587			36,654			69,205
	Amount attributable to noncontrolling interest			(4,718	)		(7,969	)		(9,785	)		(30,464	)
	Net income attributable to Granite Construction Inc.		$	17,949		$	25,618		$	26,869		$	38,741
	Net income per share attributable to common shareholders:
		Basic (1)	$	0.46		$	0.67		$	0.70		$	1.00
		Diluted (1)	$	0.46		$	0.67		$	0.70		$	1.00
	Weighted average shares of common stock:
		Basic		37,584			37,426			37,530			37,782
		Diluted		37,699			37,552			37,650			37,862
	Note:
(1) Computed using the two-class method as required by FSP EITF 03-6-1 adopted on January 1, 2009.

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Six Months Ended June 30,					2009			2008
Operating activities
	Net income			$	36,654		$	69,205
	Adjustments to reconcile net income to net cash used in operating activities:
		Impairment of real estate held for development and sale			1,036			4,500
		Depreciation, depletion and amortization			39,670			42,428
		(Recovery of) provision for doubtful accounts, net			(3,386	)		1,383
		Gain on sales of property and equipment			(5,329	)		(2,556	)
		Change in deferred income taxes			(113	)		419
		Stock-based compensation			4,561			3,427
		Excess tax benefit on stock-based compensation			(400	)		(746	)
		Gain from trading securities			(187	)		-
		Equity in (income) loss of affiliates			(339	)		179
		Acquisition of noncontrolling interest			-			(16,616	)
	Changes in assets and liabilities, net of the effects of acquisition and consolidations				(78,602	)		(57,827	)
			Net cash (used in) provided by operating activities		(6,435	)		43,796
Investing activities
	Purchases of marketable securities				(39,043	)		(28,620	)
	Maturities of marketable securities				27,610			40,250
	Release of funds for acquisition of noncontrolling interest				-			28,332
	Additions to property and equipment				(55,659	)		(62,528	)
	Proceeds from sales of property and equipment				7,416			8,115
	Acquisition of businesses				-			(14,022	)
	Contributions to affiliates				(4,971	)		(4,420	)
	Other investing activities				439			676
			Net cash used in investing activities		(64,208	)		(32,217	)
Financing activities
	Proceeds from long-term debt				4,911			2,103
	Long-term debt principal payments				(17,475	)		(15,032	)
	Cash dividends paid				(10,003	)		(10,103	)
	Purchase of common stock				(2,821	)		(45,468	)
	Contributions from noncontrolling partners				203			4,744
	Distributions to noncontrolling partners				(9,283	)		(2,639	)
	Acquisition of noncontrolling interest				-			(11,716	)
	Excess tax benefit on stock-based compensation				400			746
	Other financing				36			-
			Net cash used in financing activities		(34,032	)		(77,365	)
Decrease in cash and cash equivalents					(104,675	)		(65,786	)
Cash and cash equivalents at beginning of period					460,843			352,434
Cash and cash equivalents at end of period				$	356,168		$	286,648

GRANITE CONSTRUCTION INCORPORATED
Business Segment Information
(Unaudited - in thousands)
		Three Months Ended June 30,								Six Months Ended June 30,
		Granite West		Granite East			Granite Land Company			Granite West			Granite East		Granite Land Company
	2009
	Revenue	$	348,304	$	112,237		$	534		$	545,353		$	262,143	$	951
	Gross profit (loss)	$	62,882	$	21,363		$	(1,000	)	$	95,821		$	56,227	$	(790	)
	Gross profit (loss) as a percent of revenue		18.1%		19.0%			-187.3%			17.6%			21.4%		-83.1%
	Operating income (loss)	$	34,909	$	14,688		$	(2,240	)	$	41,774		$	43,084	$	(2,938	)
	Operating income (loss) as a percent of revenue		10.0%		13.1%			-419.5%			7.7%			16.4%		-308.9%
	2008
	Revenue	$	517,463	$	170,769		$	6,100		$	757,465		$	384,894	$	6,773
	Gross profit (loss)	$	92,924	$	18,757		$	(2,655	)	$	132,553		$	77,353	$	(2,186	)
	Gross profit (loss) as a percent of revenue		18.0%		11.0%			-43.5%			17.5%			20.1%		-32.3%
	Operating income (loss)	$	56,801	$	11,691		$	(3,154	)	$	61,114		$	63,377	$	(3,604	)
	Operating income (loss) as a percent of revenue		11.0%		6.8%			-51.7%			8.1%			16.5%		-53.2%
GRANITE CONSTRUCTION INCORPORATED
Contract Backlog
(Unaudited - in thousands)
Contract Backlog by Segment		June 30, 2009					March 31, 2009						June 30, 2008
	Granite West	$	824,676		53.8	%	$	743,219			47.3	%	$	1,188,948		55.5	%
	Granite East		707,567		46.2	%		826,855			52.7	%		952,700		44.5	%
	Total	$	1,532,243		100.0	%	$	1,570,074			100.0	%	$	2,141,648		100.0	%

CONTACT:
Granite Construction Incorporated
Jacque Fourchy, 831-761-4714 (Investor)