GRANITE CONSTRUCTION INC, DEFR14A, 1997-05-01

GRANITE CONSTRUCTION INC
DEFR14A, 1997-05-01
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS

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PROXY

GRANITE CONSTRUCTION INCORPORATED

ALLOCATED SHARES VOTING DIRECTIVE CARD FOR ANNUAL MEETING OF STOCKHOLDERS

The undersigned hereby directs Bank of America N.T.&S.A. as Trustee of
the GRANITE CONSTRUCTION Employee Stock Ownership Plan to vote all of the
allocated shares of stock of GRANITE CONSTRUCTION INCORPORATED beneficially
held for me by the Plan at the Annual Meeting of the Stockholders of GRANITE
CONSTRUCTION INCORPORATED (the "Company") to be held at the Marriott Hotel, 350
Calle Principal, Monterey, California on May 19, 1997, at 10:00 a.m., local
time, and at any adjournment thereof (1) as hereinafter specified upon the
proposals listed below and as more particularly described in the Proxy
Statement of Company dated April 29, 1997 (the "Proxy Statement"), receipt of
which is hereby acknowledged, and (2) in their discretion upon such other
matters as may properly come before the meeting. The undersigned hereby
acknowledges receipt of the Company's 1996 Annual Report to Stockholders.

- ------------------------------------------------------------------------------

IMPORTANT: PLEASE DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED ALLOCATED SHARES
VOTING DIRECTIVE CARD IN THE ENCLOSED RETURN ENVELOPE TO ASSURE THAT YOUR SHARES
ARE REPRESENTED AT THE MEETING. IF YOU FAIL TO RETURN YOUR VOTING DIRECTIVE CARD
TO THE TRUSTEE BY MAY 19, 1997, YOU WILL BE DEEMED TO HAVE AUTHORIZED THE PLAN'S
COMMITTEE TO DIRECT THE TRUSTEE HOW TO VOTE THESE SHARES. AS A PARTICIPANT IN
THE GRANITE CONSTRUCTION EMPLOYEE STOCK OWNERSHIP PLAN (THE "PLAN"), YOU ARE
ENTITLED TO VOTE YOUR ALLOCATED PORTION OF THE SHARES OF THE COMMON STOCK HELD
IN THE PLAN. YOUR VOTING DIRECTION SUBMITTED TO THE BNY WESTERN TRUST COMPANY,
TRUSTEE OF THE PLAN, WILL BE CONFIDENTIAL.

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(continued, and to be signed on the other side)

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*FOLD AND DETACH HERE*
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(continued from other side)

Please mark
your votes as
indicated in [X]
this example.

<TABLE>
<S> <C> <C>
A vote FOR the following proposals is recom- FOR WITHHOLD
mended by the Board of Directors: all nominees listed below AUTHORITY
(except as marked to to vote for all nomi-
1. To elect Richard M. Brooks and Raymond E. Miles the contrary) nees listed below
as directors to hold office for a three-year term and
until their respective successors are elected and [ ] [ ]
have qualified.

</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)

RICHARD M. BROOKS RAYMOND E. MILES

FOR AGAINST ABSTAIN
2. To ratify the appointment of Coopers & Lybrand, L.L.P. [ ] [ ] [ ]
as the Company's independent accountants for the
fiscal year ending December 31, 1997.

3. With discretionary authority, upon such other matters as may properly come
before the meeting. The persons making this solicitation know at this time
of no other matters to be presented at the meeting.

The shares represented hereby shall be voted as specified. IF NO SPECIFICATION
IS MADE, I AUTHORIZE THE PLAN'S COMMITTEE TO DIRECT THE TRUSTEE HOW TO VOTE
THESE SHARES.

Signature of Participant*________________________________ Dated:_________, 1997
*(PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE PLAN CERTIFICATE
REPRESENTING YOUR SHARES.)

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FOLD AND DETACH HERE
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PROXY

GRANITE CONSTRUCTION INCORPORATED

UNALLOCATED SHARES VOTING DIRECTIVE CARD FOR ANNUAL MEETING OF STOCKHOLDERS

The undersigned hereby directs Bank of America N.T.&S.A. as Trustee of
the GRANITE CONSTRUCTION Employee Stock Ownership Plan to vote the
participant's pro rata portion of the unallocated shares of GRANITE
CONSTRUCTION INCORPORATED beneficially held by the Plan at the Annual Meeting
of the Stockholders of GRANITE CONSTRUCTION INCORPORATED (the "Company") to be
held at the Marriott Hotel, 350 Calle Principal, Monterey, California on May
19, 1997, at 10:00 a.m., local time, and at any adjournment thereof (1) as
hereinafter specified upon the proposals listed below and as more particularly
described in the Proxy Statement of the Company dated April 29, 1997 (the
"Proxy Statement"), receipt of which is hereby acknowledged, and (2) in their
discretion upon such other matters as may properly come before the meeting. The
undersigned hereby acknowledges receipt of the Company's 1996 Annual Report to
Stockholders.

_______________________________________________________________________________

IMPORTANT: PLEASE DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED UNALLOCATED SHARES
VOTING DIRECTIVE CARD IN THE ENCLOSED RETURN ENVELOPE TO ASSURE THAT YOUR SHARES
ARE REPRESENTED AT THE MEETING. IF YOU FAIL TO RETURN YOUR VOTING DIRECTIVE CARD
TO THE TRUSTEEE BY MAY 19, 1997, YOU WILL BE DEEMED TO HAVE AUTHORIZED THE
PLAN'S COMMITTEE TO DIRECT THE TRUSTEE LAW TO VOTE THESE SHARES. AS A
PARTICIPANT IN THE GRANITE CONSTRUCTION EMPLOYEE STOCK OWNERSHIP PLAN (THE
"PLAN"), YOU ARE ENTITLED TO VOTE YOUR PRO RATA PORTION OF THE UNALLOCATED
SHARES OF THE COMMON STOCK HELD IN THE PLAN. YOUR VOTING DIRECTION SUBMITTED TO
THE BNY WESTERN TRUST COMPANY, TRUSTEE OF THE PLAN, WILL BE CONFIDENTIAL.
_______________________________________________________________________________

(continued, and to be signed, on other side)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE

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(continued from other side)