8-K

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

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                                    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) February 3, 2006

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

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            Delaware                    1-12911                77-0239383
  (State or other jurisdiction        (Commission             (IRS Employer
       of incorporation)              File Number)         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

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 February 3, 2006, Granite Construction Incorporated (the "Company")
issued a press release with respect to its earnings for the quarter ended
December 31, 2006, 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
purposes 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 exhibit is attached hereto and furnished herewith:

Exhibit
Number    Exhibit Title
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99.1      Press Release of Registrant, dated February 3, 2006, its fourth
          quarter financial results preannouncement

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                                   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:  February 3, 2006                        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
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99.1      Press Release of Registrant, dated February 3, 2006, its fourth
          quarter financial results preannouncement

                                       4

EX-99.1

                                                                    Exhibit 99.1

  GRANITE CONSTRUCTION EXPECTS TO REPORT STRONGER-THAN-ANTICIPATED FISCAL YEAR
                             2005 FINANCIAL RESULTS

    WATSONVILLE, Calif., Feb. 3 /PRNewswire-FirstCall/ -- Granite Construction
Incorporated (NYSE: GVA) today announced that it expects earnings for the fiscal
year ended December 31, 2005 to be in the range of $1.95 to $2.00 per diluted
share. The Company's previously issued guidance, dated October 26, 2005, was in
the range of $1.55 to $1.60 per diluted share. The improved results are
primarily driven by continued strong demand for Branch Division construction
services and materials, as well as the ability to work late into the fourth
quarter due to mild winter weather conditions in the West.

    The Company will report its fourth quarter and year-end 2005 results after
the close of market on February 15, 2006 with a conference call and Webcast on
February 16, 2006 at 11:00 am EST.

    Granite, a member of the S&P 400 Midcap Index, the Domini 400 Social Index
and the Russell 2000, is one of the nation's largest diversified heavy civil
contractors and construction materials producers. Granite Construction serves
public and private sector clients through its offices nationwide. For more
information about the company, please visit their website at
www.graniteconstruction.com.

    This news release contains forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, with respect to Granite's operating performance. These
results are based upon a number of estimates and assumptions, including those
mentioned within this news release. Such estimates are also based upon internal
forecasts, the accuracy of project estimates and legal proceedings and claims
(including environmental matters). Although the Company believes its
expectations are based on reasonable assumptions, it cannot assure the
expectations reflected herein will be achieved. This forward-looking information
may prove to be inaccurate and actual results may differ significantly from
those anticipated if one or more of the underlying assumptions or expectations
proves to be inaccurate or is unrealized of if other unexpected conditions or
events occur. You should not place undue reliance on this forward-looking
information which speak only as of the date of this news release. Other factors
and risks affecting the Company are contained in Granite's Form 10-K for the
year ended December 31, 2004 and more recently its Form 10-Q for the quarter
ended September 30, 2005. The Company undertakes no obligation to revise or
update publicly any forward-looking statements made in this news release to
reflect events or circumstances appearing after the date of this release.

SOURCE  Granite Construction Incorporated
    -0-                             02/03/2006
    /CONTACT:  Jacqueline Underdown, Investor Relations of Granite
Construction Incorporated, +1-831-761-4741/
    /Web site:  http://www.graniteconstruction.com /