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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

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 (Month/Day/Year) 11/30/2010 (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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

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, CA 95076	X

Signatures

Terry K. Eller, Attorney-in-Fact, for David H. Watts		12/02/2010
**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)	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.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.