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) May 17, 2010


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

---

(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))

Item 5.02. Appointment of Principal Officer; Departure of Principal Officer

On May 17, 2010, Granite Construction Incorporated (the “Company”) announced the retirement of William G. Dorey, the Company’s President and Chief Executive Officer, effective August 31, 2010. The Company also announced the appointment of James H. Roberts to the position of President and Chief Executive Officer. Mr. Roberts’ appointment is effective September 1, 2010, and he will serve in this capacity until he or his successor is elected at the 2010 annual meeting.

Mr. Roberts, age 53, joined the Company in 1981, and has served in various capacities within the Company, including: Executive Vice President and Chief Operating Officer from September 2009 to present, Senior Vice President and Manager of Granite West (formerly the Branch Division) from 2004 to 2009; Vice President and Assistant Branch Division Manager between 1999 and 2004; and Regional Manager of the Company’s Nevada and Utah operations between 1995 and 1999.

Item 9.01. Financial Statements and Exhibits

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.

INDEX TO EXHIBITS