Sec Form 4 Filing - SEARLE GEORGE BALDWIN @ 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 SEARLE GEORGE BALDWIN 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)

< td style="text-align: center;"> 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 696 A $ 26.33 22,046.67 D Common Stock 03/31/2006 A 2.65 ( 1 ) A $ 26.27 22,049.32 D Common Stock 03/31/2006 A 620 A $ 26.78 22,669.32 D Common Stock 03/31/2006 A 4.69 ( 1 ) A $ 28.1 22,674.01 D Common Stock 03/31/2006 A 536 A $ 36.59 23,210.01 D Common Stock 03/31/2006 A 4.86 ( 1 ) A $ 38.24 23,214.87 D Common Stock 03/31/2006 A 529 A $ 36.26 23,743.87 D Common Stock 03/31/2006 A 6.66 ( 1 ) A $ 35.91 23,750.53 D Common Stock 03/31/2006 A 328 ( 2 ) A $ 47.99 24,078.53 D Common Stock 03/31/2006 A 15.17 ( 3 ) A $ 48.68 24,093.7 D

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 1,393 03/31/2005 03/31/2015 Common Stock 1,393 $ 24.42 ( 4 ) 3,370 D Option (Right to Buy) $ 13.39 03/31/2006 D 1,240 06/30/2005 06/30/2015 Common Stock 1,240 $ 24.52 ( 5 ) 2,130 D Option (Right to Buy) $ 18.295 03/31/2006 D 1,071 09/30/2005 09/30/2015 Common Stock 1,071 $ 24.58 ( 6 ) 1,059 D Option (Right to Buy) $ 18.13 03/31/2006 D 1,059 12/30/2005 12/30/2015 Common Stock 1,059 $ 24.62 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEARLE GEORGE BALDWIN 585 W. BEACH STREET WATSONVILLE, CA95076 X Signatures Michael Futch, Secretary, for George B. Searle 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 Restated1999 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 698.65 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 624.69 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 540.86 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 535.66 shares of common stock.

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

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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