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 * Wadsworth Kip L   2. Issuer Name and Ticker or Trading Symbol STERLING CONSTRUCTION CO INC [STRL] 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) 20810 FERNBUSH LANE 3. Date of Earliest Transaction (Month/Day/Year) 05/08/2012 (Street) HOUSTON, TX 77073 4. If Amendment, Date Original Filed(Month/Day/Year) 05/09/2012 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 05/08/2012   A   2,515 (1) (2) A $ 0 (1) 4,441 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wadsworth Kip L 20810 FERNBUSH LANE HOUSTON, TX 77073	X

Signatures

Roger M. Barzun		05/11/2012
**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)	These shares were awarded to the Reporting Person by the Company pursuant to his employment agreement with a subsidiary of the Company. The award is subject to an agreement providing restrictions and other conditions on the resale of the shares as well as for their possible forfeiture under certain circumstances.
(2)	This amendment to the May 8, 2012 Form 4 of the Reporting Person and the amendment preceding it was caused by multiple errors in the reported closing price of the Company's common stock on May 8, 2012, the basis of the calculation of the number of shares issued to the Reporting Person. On May 9, 2012, NASDAQ reported the May 8 closing price as $9.70 per share; on May 10, 2012 NASDAQ changed the May 8 closing price to $9.38 per share; and later in the day on May 10, 2012 NASDAQ changed the May 8 closing price back to $9.70 per share. NASDAQ has assured the Company that $9.70 is in fact the correct closing price. Accordingly, the original May 8, 2012 Form 4 was correct.

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