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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NELSON KENNETH 		2. Issuer Name and Ticker or Trading Symbol

MEADOW VALLEY CORP [ MVCO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice-President
(Last)          (First)          (Middle)

4602 E. THOMAS ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/18/2008
(Street)

PHOENIX, AZ 85018
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Exercise of options to purchase common stock   12/18/2008   12/18/2008   M    5800   A $3.875   86375   D    
Exercise of options to purchase common stock   12/18/2008   12/18/2008   M    20000   A $2.4375   106375   D    
Exercise of options to purchase common stock   12/18/2008   12/18/2008   M    32500   A $1.46   138878   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Exercise of options to purchase common stock   $3.875   12/18/2008   12/18/2008   M        5800      (1) 10/21/2009   Common stock   5800   $3.875   62500   D    
Exercise of options to purchase common stock   $2.4375   12/18/2008   12/18/2008   M        20000      (2) 3/8/2011   Common stock   20000   $2.4375   42500   D    
Exercise of options to purchase common stock   $1.46   12/18/2008   12/18/2008   M        32500      (3) 11/19/2013   Common stock   32500   $1.46   10000   D    

Explanation of Responses:
( 1)  On October 21, 1999, reporting person was granted 5,800 options to purchase common stock. The options vest in three installments of 1,933, 1,933 and 1,934 options each on October 21, 2000, 2001 and 2002, respectively.
( 2)  On March 8, 2001, reporting person was granted 20,000 options to purchase common stock. The options vest in three installments of 6,666, 6,666 and 6,667 options each on March 8, 2002, 2003 and 2004, respectively.
( 3)  On November 19, 2003, reporting person was granted 32,500 options to purchase common stock. The options vest in three installments of 10,833, 10,833 and 10,834 options each year on November 19, 2004, 2005 and 2006 respectively.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NELSON KENNETH
4602 E. THOMAS ROAD
PHOENIX, AZ 85018 		X
Vice-President

Signatures
/s/ David D. Doty, Attorney-in-fact 12/22/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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