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): June 6, 2006

STERLING CONSTRUCTION COMPANY, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-31993	25-1655321
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

20810 Fernbush Lane
Houston, Texas 77073
(Address of principal executive offices)

(281) 821-9091
(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:

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

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

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

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

Item 8.01 Other Events

     On June 6, 2006, Sterling Construction Company, Inc. (the “Company”) issued a press release announcing a secondary offering by certain stockholders of up to 600,000 shares of the Company’s common stock.

     This report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

     The information furnished in this Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(c)     Exhibits

Exhibit no.	Description
99.1	Press release dated June 6, 2006 announcing a secondary offering by certain stockholders.

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.

Sterling Construction Company, Inc.
By:	/s/ Roger M. Barzun
	Roger M. Barzun Senior Vice President

Dated: June 6, 2006

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

STERLING CONSTRUCTION COMPANY, INC. ANNOUNCES
SECONDARY OFFERING BY CERTAIN STOCKHOLDERS

Houston, TX — June 6, 2006. Sterling Construction Company, Inc. (“Sterling” or the “Company”) (Nasdaq: STRL), today announced the proposed offering of 600,000 shares of common stock by three current officers and directors and by one of Sterling’s founders (the “Selling Stockholders”), through a firm commitment underwritten public offering. The Selling Stockholders also intend to grant the underwriter a 30-day option to purchase up to an additional 90,000 shares to cover over-allotments, if any.

The Selling Stockholders and the number of shares to be offered by them are as follows: Joseph P. Harper, Sr., President, COO and Director (200,000 shares); Maarten D. Hemsley, Chief Financial Officer and Director (150,000 shares); James D. Manning (150,000 shares), and Patrick T. Manning, Chairman of the Board and CEO (100,000 shares). Assuming the sale of these 600,000 shares, after the offering the Selling Stockholders would beneficially own approximately 13% of Sterling’s outstanding common stock, on a diluted basis.

Sterling will not receive any proceeds from the sale of shares of common stock to be offered by the Selling Stockholders. The Company will receive cash of $75,000 from the exercise of stock options underlying shares offered by one of the Selling Stockholders, or $86,250 if the underwriter exercises its over-allotment option in full.

The offering is being underwritten by D.A. Davidson & Co. When available, copies of the final prospectus may be obtained from D.A. Davidson & Co. — Prospectus Department, 8 Third Street North, Great Falls, MT 59401, (406) 791-7319. The consummation of the underwriting will be subject to the satisfaction by the Selling Stockholders of certain conditions contained in the underwriting agreement.

A registration statement relating to these securities has been filed and declared effective by the United States Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Sterling Construction Company is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure in large and growing markets in Texas. Its transportation infrastructure projects include highways, roads, bridges and light rail and its water infrastructure projects include water, wastewater and storm drainage systems.

Contact:

Sterling Construction Company, Inc.		Investor Relations Counsel
Maarten Hemsley, CFO, 781-934-2219	The Equity Group Inc.
or		Linda Latman 212-836-9609
Joseph Harper, President, 281-821-9091	Lena Cati 212-836-9611
www.sterlingconstructionco.com		www.theequitygroup.com

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