January 26, 2006

via U.S. mail and facsimile to (602) 437-1681

Mr. Clint Tryon
Principal Accounting Officer
Meadow Valley Corporation
4411 South 40th Street, Suite D-11
Phoenix, AZ 85040

	RE:	Meadow Valley Corporation
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		Form 10-Q for the period ended September 30, 2005

		File No. 0-25428

Dear Mr. Tryon:

      We have reviewed your response letter dated December 28,
2005
and have the following additional comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Form 10-K for the year ended December 31, 2004

12. Income Taxes, page 37

1.  	We have reviewed your response to prior comment 2 in our
letter
dated November 14, 2005.  You acknowledge that the single source
of
future reversals of existing taxable temporary differences, as
noted
in paragraph 21a of SFAS 109, would be sufficient to reverse the
entire deferred tax asset.  From this statement, we assume that
the
reversal of the taxable temporary differences that give rise to
your
deferred tax liabilities will generate taxable income of the
appropriate character and within the appropriate period to allow
for
the realization of your deferred tax assets.

In determining the amount of your deferred tax valuation
allowance,
SFAS 109 requires consideration of your history of losses only to
the
extent that the reversal of your taxable temporary differences
that
give rise to your deferred tax liabilities will not generate
taxable
income of the appropriate character and within the appropriate
period
to allow for the realization of your deferred tax assets.
Paragraph
25 of SFAS 109 states that the weight given to the potential
effect
of negative and positive evidence should be commensurate with the
extent to which it can be objectively verified.  In this regard,
it
appears that reversals of existing taxable temporary differences
is
more objectively verifiable than forming the conclusion that a
valuation allowance is needed due to a history of operating losses
(paragraph 23a), because the ability to project future taxable
income, based on those losses, alone is inherently subjective.
Thus,
we believe the single source of taxable income as you have cited
in
paragraph 21a of SFAS 109 would prevail over other evidence
considered.

Accordingly, given construction services` deferred tax liability
of
$1.5 million in 2003 and 2004 and your statement cited above, it
appears that your deferred tax valuation allowance is overstated
in
all periods presented.  As such, please restate each period
presented
in your Form 10-K for the year ended December 31, 2004, as well as
your subsequent Form 10-Q`s for each quarter in 2005 to correct
this
overstatement.

2. 	We have reviewed your response to prior comment 3 in our
letter
dated November 14, 2005.  You have discovered that your 2004
federal
and state income tax returns were prepared in error and that your
net
operating loss carryforward (NOL) was overstated by approximately
$1,450,000.  That is, at December 31, 2004, you had available
federal
and state operating loss carryforwards of approximately $4,686,550
and $3,550,000, respectively.  We have the following questions:
* Tell us how you have determined that errors on your tax return
do
not affect your current tax expense.
* Tell us the nature of the line items "True-up prior year filed
tax
returns" and "True up deferred tax asset/liabilities."  It appears
that the movements in your valuation allowance have been offset by
these amounts.  If these amounts are corrections of errors, please
restate your Form 10-K for the year ended December 31, 2004 and
your
2005 Forms 10-Q to correct your income tax expense and net income.


Form 10-Q for the period ended September 30, 2005

8. Income Taxes, page 16

3.  We note your decreased valuation allowance to $178,807 at
September 30, 2005.   It appears that most, if not all, of the
reversal of $880,225 from the allowance at December 30, 2004,
occurred during the third quarter of 2005.  Please explain to us
the
reason for the decrease, as well as the reasons for the remaining
amount of valuation allowance, in light of the amount of your
deferred tax liabilities.    Please be sure to address the
reversal
in light of the comments above that the valuation allowance
appears
to be overstated to begin with, as well as your results of
operations
during 2005 that would support that the timing of the reversal was
appropriate.  Specifically,
* If your reversal of your valuation allowance is based on the
conclusion of losses from the Gooseberry project, please
demonstrate
to us that the conditions giving rise to the Gooseberry losses
were
an aberration rather than a continuing condition.
* Please explain your basis for recognizing the reversal of your
valuation allowance as a discrete event in the third quarter of
2005,
as opposed to adjusting your effective tax rate for the remainder
of
2005.  In this regard, please clarify whether you expect to
generate
sufficient income to realize your net operating loss carryforwards
in
2005 or in future years.  See paragraph 194 of SFAS 109.

Item 2.  Management`s Discussion and Analysis, page 18

4. 	Please tell us and, in future filings, please disclose
whether
the Gooseberry project has concluded.  If so, please tell us and,
in
future filings, please disclose when the project was completed and
whether you recognized any additional losses or income related to
the
project in 2005.  If not, please tell us and, in future filings,
please disclose the amount of any losses or income you expect to
recognize in future periods that are reasonably likely to have a
material effect on your future results of operations.

5.  	In your critical accounting policies, please disclose in
greater
detail the facts and circumstances that led you to change your
estimate regarding the realizability of your deferred tax assets
in
the third quarter of 2005.  Please also disclose the amount of
taxable income you would need to generate to realize your net
operating loss carryforwards at your balance sheet date, and the
period over which you expect to generate this income.

Item 4. Controls and Procedures, page 25

6.  We note your disclosures regarding your disclosure controls
and
procedures, which were previously the subject of prior comments 9
and
2 in our letters dated July 27, 2005 and August 25, 2005,
respectively.  Revise your future filings to clarify, if true,
that
your officers concluded that your disclosure controls and
procedures
are also effective to ensure that information required to be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure.  See Exchange Act
Rule 13a-15(e).  However, do not delete or add any other
disclosure
that is currently shown in this September 30, 2005 Form 10-Q.
7.  	If you conclude that your prior filings should not be relied
upon, please be advised that you are required to disclose the
information listed under Item 4.02(a) of Form 8-K within four days
of
your conclusion.

Please tell us when you will file your restated Form 10-K and
Forms
10-Q.  We remind you that when you file your restated Form 10-K
you
should appropriately address the following:
* An explanatory paragraph in the reissued audit opinion,
* Full compliance with APB 20 paragraph 37,
* Fully update all affected portions of the document, including
MD&A,
* Updated Item 9A. (Item 4 in Form 10-Q) disclosures should
include
the following:
o A discussion of the restatement and the facts and circumstances
surrounding it,
o Consideration of the effect, if any, of the restatement on the
CEO
and CFO`s original conclusions regarding the effectiveness of
their
disclosure controls and procedures,
o Changes to internal controls over financial reporting, and
o Anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
			Refer to Items 307 and 308(c) of Regulation S-K.
Updated certifications.*

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      You may contact Jenn Do at (202) 551-3743, or me at (202)
551-
3255 if you have questions regarding these comments.


								Sincerely,



								Nili Shah
								Branch Chief

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Clint Tryon
Meadow Valley Corporation
January 26, 2006
Page 4



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE