Ownership Submission
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 *
KELSEY DAVID H
   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 (Month/Day/Year)
03/31/2006
(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 03/31/2006   A   216 (1) A $ 47.99 216 D  
Common Stock 03/31/2006   A   0.44 (2) A $ 48.68 216.44 D  

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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
Option (Right to Buy) $ 13.165 03/31/2006   D     837 03/31/2005 03/31/2015 Common Stock 837 (3) 7,359 D  
Option (Right to Buy) $ 13.39 03/31/2006   D     713 03/31/2005 03/31/2015 Common Stock 713 (3) 6,646 D  
Option (Right to Buy) $ 18.295 03/31/2006   D     549 09/30/2005 09/30/2015 Common Stock 549 (3) 6,097 D  
Option (Right to Buy) $ 18.13 03/31/2006   D     527 12/30/2005 12/30/2015 Common Stock 527 (3) 5,570 D  
Option (Right to Buy) $ 26.33 03/31/2006   A   837   03/31/2006 03/30/2016 Common Stock 837 (4) 6,407 D  
Option (Right to Buy) $ 26.78 03/31/2006   A   713   03/31/2006 03/30/2016 Common Stock 713 (4) 7,120 D  
Option (Right to Buy) $ 36.59 03/31/2006   A   549   03/31/2006 03/30/2016 Common Stock 549 (4) 7,669 D  
Option (Right to Buy) $ 36.26 03/31/2006   A   527   03/31/2006 03/30/2016 Common Stock 527 (4) 8,196 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELSEY DAVID H
585 W. BEACH STREET
WATSONVILLE, CA 95076		   X      

Signatures

 Michael Futch, Secretary, for David H. Kelsey   04/03/2006
**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.
(2) Dividends on Stock Units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan.
(3) The option was amended by mutual agreement of the reporting person and Granite Construction Incorporated to increase the exercise price of option ot fair market value of the underlying stock on the date of grant. The amended option also is reported on this Form 4.
(4) The option is an amended option. The option prior to amendment is treated as cancelled on this Form 4.

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