SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

MEADOW VALLEY CORPORATION

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

583185103

(CUSIP Number)

CD Capital Management LLC
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606
Attention: John Ziegelman
Telephone: (312) 803-5010

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

with copy to:
Greenberg Traurig, LLP
77 West Wacker Drive
Chicago, Illinois 60601
Attention: Peter H. Lieberman, Esq.
Telephone: (312) 456-8400

December 21, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 6 PAGES

CUSIP No. 583185103  Page 2  of  8 Pages 

1	NAMES OF REPORTING PERSONS CD Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   ý
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0- (see Item 5)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			396,903 (see Item 5)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0- (see Item 5)
WITH		10	SHARED DISPOSITIVE POWER
			396,903 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	396,903
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.7% OF COMMON STOCK
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, OO

(1) Based on 5,133,971 shares of Common Stock of Meadow Valley Corporation outstanding on September 30, 2007, as reported in the Form 10-Q filed by the Issuer on November 8, 2007.

PAGE 2 OF 6 PAGES

CUSIP No. 583185103  Page 2  of  8 Pages 

1	NAMES OF REPORTING PERSONS John D. Ziegelman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   ý
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			-0- (see Item 5)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			396,903 (see Item 5)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0- (see Item 5)
WITH		10	SHARED DISPOSITIVE POWER
			396,903 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	396,903
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.7% OF COMMON STOCK
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on 5,133,971 shares of Common Stock of Meadow Valley Corporation outstanding on September 30, 2007, as reported in the Form 10-Q filed by the Issuer on November 8, 2007.

PAGE 3 OF 6 PAGES

SCHEDULE 13D/A

     CD Capital Management LLC, a Delaware limited liability company (‘‘CD Capital’’), John D. Ziegelman (‘‘Mr. Ziegelman’’, and collectively with CD Capital, the ‘‘Reporting Persons’’) are jointly filing this Amendment No. 5 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission (the “Commission”) on March 15, 2007, as amended by Amendment No. 1 thereto filed with the Commission on June 8, 2007, Amendment No. 2 thereto filed with the Commission on October 24, 2007, Amendment No. 3 thereto filed with the Commission on October 24, 2007 and Amendment No. 4 thereto as filed with the Commission on November 6, 2007 (collectively, the “Schedule 13D”).

     Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended to add the following information:

     Schedule A to this Amendment No. 5 to the Schedule 13D reflects all transactions in securities of the Issuer that have been made since the filing of Amendment No. 4 to the Schedule 13D. All purchases and sales of Common Stock reflected on Schedule A to this Amendment No. 5 to the Schedule 13D were made in open market transactions, and in the case of purchases, with investment funds in accounts under management on behalf of CD Capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The total amount of funds expended for such purchases reflected on Schedule A to this Amendment No. 5 to the Schedule 13D was approximately $362,459.50, which was expended entirely by CD Capital. These amounts are in addition to the amounts previously reported.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following information:

     On December 21, 2007, CD Capital sent a letter (the “Letter”) to the Special Committee of the Board of Directors of the Issuer (the “Special Committee”), in which CD Capital stated (i) certain views with respect to its dealings with the Special Committee and the Special Committee’s financial advisor, and indicated that CD Capital was prepared to enter into a mutually acceptable confidentiality agreement with the Issuer, (ii) its views with respect to the need for the Special Committee to clarify its mandate; and (iii) (a) its intention to nominate Mr. Ziegelman as a director candidate for election to the Issuer’s Board of Directors at the 2008 Annual Meeting of Stockholders (the “Annual Meeting”) of the Issuer and (b) its intention to submit a stockholder proposal, for consideration at the Annual Meeting, to amend the Issuer’s Amended and Restated Bylaws (the “Bylaws”) to allow stockholders to call a special meeting of stockholders, and to include such stockholder proposal in the Issuer’s proxy materials in connection with the Annual Meeting. A copy of the Letter is attached hereto as Exhibit 99.8 and incorporated by reference herein.

     CD Investment Partners, Ltd., CD Capital, Mr. Ziegelman, ZP II LP, and C3 Management Inc. (the “Participants”) may solicit proxies in support of Mr. Ziegelman’s nomination for election to the Issuer’s Board of Directors and in support of its stockholder proposal to amend the Bylaws at the Annual Meeting. In that event, the Participants intend to file a proxy statement with the Commission.

PAGE 4 OF 6 PAGES

THE PARTICIPANTS ADVISE ALL STOCKHOLDERS OF THE ISSUER TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN AND IF AVAILABLE WITHOUT CHARGE UPON REQUEST. ANY SUCH PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.

     The Reporting Persons expressly hereby reaffirm the reservation of all rights, options and possible future actions heretofore disclosed by them in this Item 4 to the Schedule 13D.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

Item 5 is hereby amended to add the following information:

     As a result of the purchases and sales of shares of Common Stock as reflected on Schedule A to this Amendment No. 5, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons increased to 396,903, representing approximately 7.7% of the shares of Common Stock presently outstanding based upon the 5,133,971 shares of Common Stock reported by the Issuer to be outstanding as of September 30, 2007 in the Issuer’s Form 10-Q filed with the Commission on November 8, 2007.

     As a result of the transactions described in this Amendment No. 5 to the Schedule 13D, the Reporting Persons may be deemed to beneficially own shares of Common Stock as follows:

	Number of		Approximate
	Shares of		Percentage of
Name of Reporting Person	Common Stock		Outstanding Shares
| |
Mr. Ziegelman		396,903		7.7%
CD Capital		396,903		7.7%

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following:

Exhibit 99.8 Letter dated December 21, 2007 from CD Capital to the Special Committee of the Board of Directors of the Issuer.

PAGE 5 OF 6 PAGES

SIGNATURE

     After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: December 21, 2007

CD CAPITAL MANAGEMENT LLC
By:	ZP II LP, its Managing Member
By:	C3 Management Inc., its General Partner
BY: /s/ John D. Ziegelman
Name: John D. Ziegelman Title: President
/s/ John D. Ziegelman
JOHN D. ZIEGELMAN

PAGE 6 OF 6 PAGES

SCHEDULE A

     This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by the Reporting Persons since the filing of Amendment No. 4. All transactions were effectuated in the open market through a broker.

Purchase (Sale) of Shares effected by CD Capital for the account of CD Investment

	Number of Shares					Aggregate
Date	Purchased (Sold)			Price Per Share($)		Price($)(1)
11/6/2007		(200	)		13.25	$	2,648.85
11/7/2007		(200	)		13.29	$	2,656.85
11/13/2007		(200	)		13.48	$	2,694.85
11/16/2007		600			12.965	$	7,782.30
11/20/2007		(700	)		12.8156	$	8,966.93
11/28/2007		1,900			12.7816	$	24,295.49
11/30/2007		17,598			12.678	$	223,204.23
12/12/2007		2,000			13.25	$	26,511.00
12/13/2007		600			12.75	$	7,653.30
12/18/2007		5,000			12.60	$	63,027.50
12/20/2007		795			12.5606	$	9,985.68

(1) Includes commissions but excludes other execution-related costs.

EXHIBIT INDEX

Exhibit 99.8 Letter dated December 21, 2007 from CD Capital to the Special Committee of the Board of Directors of the Issuer.

EX-99.8

Exhibit 99.8

CD Capital Management, LLC
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606

December 21, 2007

To the Members of the Special Committee (the “Committee”)
of the Board of Directors of Meadow Valley Corporation (the “Company”)
c/o Meadow Valley Corporation
4602 E. Thomas Road
Phoenix, AZ 85020

Gentlemen:

     I am writing to follow-up on my lengthy call yesterday with the Committee’s financial advisor, Alvarez & Marsal (“Alvarez”). While Alvarez was instructed by the Committee to listen only and did not share any confidential information with me, Alvarez at least had a discussion with me, which I believe is the first step toward conflict resolution. Up to this point, the Committee’s and the Board’s tactic of ignoring me and other shareholders who have expressed their independent views to the Company and your refusal to even return a phone call or e-mail to me has not been productive. So I take the fact that I have been allowed to converse with Alvarez as a good sign of forward progress. Pursuant to the number of past requests I have made for a face-to-face substantive discussion, and given the hint of forward progress made yesterday with Alvarez, I am again requesting a face-to-face meeting with all of the Members of the Committee and their advisors immediately after the first of the year. As I conveyed to Alvarez, I am prepared to enter into a mutually satisfactory confidentiality agreement so that the Committee and its representatives would be able to speak openly and candidly with me as to matters relevant to decisions regarding the future of the Company.

     I am also writing to demand important clarification of the Committee’s mandate.

     As you know, just before the Thanksgiving holiday, the Company issued a Press Release (dated November 20, 2007) and filed a Form 8-K with the SEC (on November 21, 2007) announcing the formation of the Committee.

     The press release stated that the Committee was formed to “to review and evaluate any acquisition proposal received from YVM Acquisition Corporation (“YVM”) and consider the Company’s other alternatives.”

     The 8-K echoes some of that language, stating that the Committee was appointed “to review and evaluate any acquisition proposal received from YVM Acquisition Corporation (“YVM”)” and that the “Committee was formed to maximize shareholder value in response to a Schedule 13D filed by YVM on November 2, 2007.”

     The text of the Press Release makes absolutely no mention of maximizing shareholder value and the text of the 8-K makes absolutely no reference to considering other alternatives! I believe that the Committee must clarify its mandate by full public disclosure and clarify whether:

first, the Committee was formed to, and charged to, consider all strategic alternatives, independent of any transaction proposal that may be submitted by YVM and independent of whether YVM in fact submits any transaction proposal; and

second, the Committee is charged with maximizing value now, not some time down the road and not conditioned on any transaction proposal that may be submitted by YVM and independent of whether YVM in fact submits any transaction proposal.

     In fact, this is essentially the approach that I have demanded of the Board for some time now. For the Committee to have put out what I view as a confusing disclosure on this fundamentally important issue is very troubling to me. Given what we believe to be the Committee’s fiduciary obligations to maximize shareholder value for all shareholders, it is incumbent on the Committee to clarify its mandate in this regard. I demand that this clarification be provided publicly by the end of this year.

     Finally, I am writing to inform you that I intend to nominate myself for election to the Company’s Board of Directors at the next annual meeting and that I also intend to put forth a Shareholder Proposal, also for consideration at the next annual meeting, to amend the Company’s bylaws to allow shareholders to call special meetings. I will also seek for this proposal to be included in your upcoming Proxy Statement. I feel that I am forced to take these actions in order to reverse the entrenchment action of the Board earlier this year, which eviscerated several fundamental shareholders’ rights — most specifically, the right to call a special meeting! In addition, we continue to consider all options and alternatives at our disposal as a significant shareholder of the Company.

     We look forward to your response to each of the foregoing matters.

Very truly yours,
 

/s/ John D. Ziegelman  

John Ziegelman 

President,
CD Capital Management LLC 

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