UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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Form 10-K/A

Commission file number 1-12911

GRANITE CONSTRUCTION INCORPORATED

Registrant’s telephone number, including area code:
(831) 724-1011

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
None

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes þ No o

     The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant was approximately $606,589,271 as of June 30, 2004, based upon the average of the high and low sales prices per share of the registrant’s Common Stock as reported on the New York Stock Exchange on such date. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

     At February 18, 2005, 41,610,795 shares of common Stock, par value $0.01, of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     Certain information called for by Part III is incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Shareholders of Granite Construction Incorporated to be held May 23, 2005, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2004.

 

TABLE OF CONTENTS

EXPLANATORY NOTE

     This Form 10-K/A is being filed solely to delete the words “Chief Financial Officer” in the first sentence of Section 2 on the employment agreements for William G. Dorey, Mark E. Boitano and Patrick M. Costanzo which agreements, along with employment agreements for William E. Barton and James H. Roberts, were added through the 10-K amendment filed on May 12, 2005 to the exhibits and the Exhibit Index in Granite’s Annual Report on Form 10-K for the year ended December 31, 2004.

     No other changes are being made by means of this filing.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GRANITE CONSTRUCTION INCORPORATED
May 18, 2005	By:	/s/ William E. Barton
		William E. Barton
		Senior Vice President and Chief Financial Officer

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PART IV

ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

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*		Incorporated by reference
**		Compensatory plan or management contract
***		Previously filed or furnished
†		Filed herewith
††		Furnished herewith

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