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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Krzeminski Laurel J   2. Issuer Name and Ticker or Trading Symbol GRANITE CONSTRUCTION INC [GVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President & CFO (Last) (First) (Middle) 585 W. BEACH STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/14/2012 (Street) WATSONVILLE, CA 95076 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/14/2012   A   2,547 (1) A $ 26.17 15,559 D   Common Stock 03/14/2012   A   6,304 (2) A $ 29.09 22,189.2222 (3) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Krzeminski Laurel J 585 W. BEACH STREET WATSONVILLE, CA 95076			Vice President & CFO

Signatures

Richard A. Watts, Attorney-In-Fact for, Laurel J. Krzeminski		03/27/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Stock units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the "Plan"). The stock units vest 100% upon receipt.
(2)	Stock units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the "Plan"). The stock units vest over a 3-year period, vesting 1/3 per year beginning one year from grant date.
(3)	Total adjusted to include dividend equivalents (DEUs: 42 - 4/15/11, 47 - 7/15/11, 59 -10/14/11, 17 - 12/1/11, & 45 - 1/13/12) credited to the Reporting Person under the dividend reinvestment feature of the Plan since the Reporting Person's last report; and shares purchased pursuant to the Granite Construction Incorporated 2009 Employee Stock Purchase Plan (the "Purchase Plan"), purchases of 43 shares on 5/13/11 and 72 shares on 11/14/11).

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