Sec Form 4 Filing - WATTS DAVID HENDERSON @ GRANITE CONSTRUCTION INC - 2010-11-30

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 WATTS DAVID HENDERSON 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 WEST BEACH STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2010 (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 07/15/2010 A V 23.8478 ( 1 ) A $ 23.58 11,161.0627 ( 2 ) D Common Stock 10/15/2010 A V 24.865 ( 1 ) A $ 22.74 11,185.9277 ( 3 ) D Common Stock 11/30/2010 A V 6,184 ( 4 ) A $ 25.37 17,369.9277 ( 3 ) D Common Stock 11/30/2010 F 1,546 ( 5 ) D $ 25.37 15,823.9277 ( 3 ) D Common Stock 223 ( 6 ) I by ESOP

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 Performance Units [Right to Receive] $ 0 07/15/2010 A V 304.9757 ( 7 ) ( 8 ) ( 9 ) Common Stock 304.9757 $ 0 55,341.3595 D Performance Units (Right to Receive] $ 0 10/15/2010 A V 314.8147 ( 7 ) ( 8 ) ( 9 ) Common Stock 314.8147 $ 0 55,656.1742 D Performance Units (Right to Receive) $ 0 11/30/2010 D 6,184 ( 8 ) ( 9 ) Common Stock 6,184 $ 0 49,472.1742 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WATTS DAVID HENDERSON 585 WEST BEACH STREET WATSONVILLE, CA95076 X Signatures Terry K. Eller, Attorney-in-Fact, for David H. Watts 12/02/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dividends on stock units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. ( 2 )Includes 4,349.4727 stock units and dividend shares on stock units. ( 3 )Includes 4,374.3377 stock units and dividend shares on stock units. ( 4 )This distribution represents the second of 10 installments of performance-based compensation and accrued dividends. The deferred performance-based compensation is paid in shares of common stock issued under the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. Shares accrue dividends, payable upon distribution of shares of common stock. Mr. Watts elected to receive the shares annually in 10 equal installments. ( 5 )Shares surrendered for taxes upon stock distribution. ( 6 )Previously reported. ( 7 )Dividends on performance-based compensation. ( 8 )Each performance right represents a right to receive one share of common stock. The performance rights vested upon acquisition; however, because Mr. Watts chose to defer payment, the stock became payable upon retirement. ( 9 )No expiration date.

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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