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 * 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) 11/30/2009 (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 11/30/2009   A   6,067.45 (1) A $ 29.97 9,834.753 (2) D   Common Stock 11/30/2009   F   1,516.86 D $ 29.97 8,317.893 (3) D   Common Stock               223 (4) I by ESOP

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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

Performance Units [Right to Receive]

$ 0

03/31/2008

A

59,239.323 (5)

(6)

(7)

Common Stock

59,239.323

$ 0

59,239.323

D

Performance Units (Right to Receive]

$ 0

11/20/2009

A

1,435.185 (8)

(6)

(7)

Common Stock

1,435.185

$ 0

60,674.508

D

Performance Units [Right to Receive]

$ 29.97

11/20/2009

D

6,067.45

(6)

(7)

Common Stock

6,067.45

$ 0

54,607.058

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

Michael Futch, Secretary, for David H. Watts		12/02/2009
**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)	This distribution represents the first of 10 installments of performance-based compensation and accrued dividends (refer to Footnote 5).
(2)	Includes 1,500 Stock Units.
(3)	Shares surrendered for taxes on stock distribution.
(4)	Previously reported.
(5)	Acquisition of deferred performance-based compensation in stock pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. Shares accrue dividends, payable upon distribution of stock. Mr. Watts elected to receive the shares annually in 10 equal installments.
(6)	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.
(7)	No expiration date.
(8)	Dividends accrued between March 31, 2008 and November 30, 2009 on performance-based compensation.

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