Sec Form 4 Filing - MILES RAYMOND EDWARD @ GRANITE CONSTRUCTION INC - 2006-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MILES RAYMOND EDWARD 2. Issuer Name and Ticker or Trading Symbol GRANITE CONSTRUCTION INC [ GVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 585 W. BEACH STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2006 (Street) WATSONVILLE, CA95076 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/31/2006 A 398 A $ 26.33 398 D Common Stock 03/31/2006 A 1.52 ( 1 ) A $ 26.27 399.52 D Common Stock 03/31/2006 A 347 A $ 26.78 746.52 D Common Stock 03/31/2006 A 2.66 ( 1 ) A $ 28.1 749.18 D Common Stock 03/31/2006 A 268 A $ 36.59 1,017.18 D Common Stock 03/31/2006 A 2.66 ( 1 ) A $ 38.24 1,019.84 D Common Stock 03/31/2006 A 263 A $ 36.26 1,282.84 D Common Stock 03/31/2006 A 3.57 ( 1 ) A $ 35.91 1,286.41 D Common Stock 03/31/2006 A 223 ( 2 ) A $ 47.99 1,509.41 D Common Stock 03/31/2006 A 3.1 ( 3 ) A $ 48.68 1,512.51 D Common Stock 2,250 ( 4 ) I by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (Right to Buy) $ 13.165 03/31/2006 D 796 03/31/2005 03/31/2015 Common Stock 796 $ 24.43 ( 4 ) 13,110 D Option (Right to Buy) $ 13.39 03/31/2006 D 695 06/30/2005 06/30/2015 Common Stock 695 $ 24.49 ( 5 ) 12,415 D Option (Right to Buy) $ 18.295 03/31/2006 D 535 09/30/2005 09/30/2015 Common Stock 535 $ 24.63 ( 6 ) 11,880 D Option (Right to Buy) $ 18.13 03/31/2006 D 527 12/30/2005 12/30/2015 Common Stock 527 $ 24.62 ( 7 ) 11,353 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILES RAYMOND EDWARD 585 W. BEACH STREET WATSONVILLE, CA95076 X Signatures Michael Futch, Secretary, for Raymond E. Miles 04/03/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dividends on Stock Units. ( 2 )Stock Units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. ( 3 )Dividends on Stock Units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. ( 4 )The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 399.52 shares of common stock. ( 5 )The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 349.66 shares of common stock. ( 6 )The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 270.66 shares of common stock. ( 7 )The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 266.57 shares of common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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