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 * NIEBLA JESUS FERNANDO   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   387 A $ 26.33 387 D   Common Stock 03/31/2006   A   1.47 (1) A $ 26.27 388.47 D   Common Stock 03/31/2006   A   340 A $ 26.78 728.47 D   Common Stock 03/31/2006   A   2.59 (1) A $ 28.1 731.06 D   Common Stock 03/31/2006   A   252 A $ 36.59 983.06 D   Common Stock 03/31/2006   A   2.57 (1) A $ 38.24 985.63 D   Common Stock 03/31/2006   A   256 A $ 36.26 1,241.63 D   Common Stock 03/31/2006   A   3.46 (1) A $ 35.91 1,245.09 D   Common Stock 03/31/2006   A   209 (2) A $ 47.99 1,454.09 D   Common Stock 03/31/2006   A   2.99 (3) A $ 48.68 1,457.08 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

Option (Right to Buy)

$ 13.165

03/31/2006

D

775

03/31/2005

03/31/2015

Common Stock

775

$ 24.4 (4)

13,129

D

Option (Right to Buy)

$ 13.39

03/31/2006

D

680

06/30/2005

06/30/2015

Common Stock

680

$ 24.53 (5)

12,449

D

Option (Right to Buy)

$ 18.295

03/31/2006

D

504

09/30/2005

09/30/2015

Common Stock

504

$ 24.59 (6)

11,945

D

Option (Right to Buy)

$ 18.13

03/31/2006

D

511

12/30/2005

12/30/2015

Common Stock

511

$ 24.72 (7)

11,434

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NIEBLA JESUS FERNANDO 585 W. BEACH STREET WATSONVILLE, CA 95076	X

Signatures

Michael Futch, Secretary, for J. Fernando Niebla		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)	Dividends on Stock Units.
(2)	Stock Units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan.
(3)	Dividends on Stock Units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan.
(4)	The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 388.47 shares of common stock.
(5)	The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 342.59 shares of common stock.
(6)	The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 254.57 shares of common stock.
(7)	The option was cancelled by mutual agreement of the reporting person and Granite Construction Incorporated. The reporting person received a Stock Unit Award representing a right to receive 259.46 shares of common stock.

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