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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
    ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
                                      OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission file number   0-25428
                         -------
 
                           MEADOW VALLEY CORPORATION
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            (Exact name of registrant as specified in its charter)

          Nevada                                                88-0328443
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(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

4411 South 40th Street, Suite D-11, Phoenix, AZ                      85040
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(Address of principal executive offices)                           (Zip Code)

                                (602) 437-5400
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             (Registrant's telephone number, including area code)

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

     Title of each class:                  Name of exchange on which registered:
Common stock, $.001 par value                      Nasdaq National Market
Common stock purchase warrants                     Nasdaq National Market

 
    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes   x      No 
                                                ------      ------      

    Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K   x
           ---

    On February 27, 1997, the aggregate market value of the registrant's voting
stock held by non-affiliates was $10,335,594.
 
    On February 27, 1997, there were 3,601,250 shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The registrant incorporates by reference into Part III of this Report,
information contained in its definitive proxy statement disseminated in
connection with its Annual Meeting of Shareholders for the year ended 
December 31, 1996.
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     Recently a shareholder raised questions regarding certain of the Company's
transactions with related parties. While the Company believes that none of such
transactions is material to the Company, in order to resolve these questions,
the Company is amending its 1996 Form 10-K with regard to such transactions.

     It is the Company's policy to seek the best terms available in every
transaction, including related-party transactions. In accordance with NASDAQ
National Market System regulations, each of the Company's related-party
transactions is approved in advance by at least a majority of the disinterested
members of the Company's Board of Directors, based in part upon their belief
that each such transaction is on terms at least as favorable as those which
could be obtained from unrelated third parties in arm's-length negotiations. In
fact, the Board believes that many of the Company's transactions with related
parties are more favorable to the Company than could have been negotiated in the
open market and thus are beneficial and important to the Company and its
competitive position.


                                    PART III

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company was incorporated in Nevada on September 15, 1994. Effective
October 1, 1994, following the death of the founder and sole stockholder of
Meadow Valley Contractors, Inc. ("MVC"), the Company purchased all of the
outstanding Common Stock of MVC for $11.5 million comprised of (i) a $10 million
promissory note payable to the Richard C. Lewis Family Revocable Trust I,
bearing interest at 10% per annum of which $5 million was due the earlier of 10
days after the closing of the initial public offering or October 31, 1995, and
the remaining $5 million due in five equal annual payments of $1 million bearing
interest at 12.5% per annum commencing one year after the initial $5 million was
paid and (ii) a promissory note payable to the Richard C. Lewis Family Revocable
Trust I valued at $1.5 million paid in full in 1995 by the issuance of 500,000
restricted shares of the Company's Common Stock valued at $3.00 per share.
 
     During the year ended December 31, 1996, the Company incurred interest
expense in the amount of $438,699 related to the $10 million promissory note
payable to the Richard C. Lewis Family Revocable Trust I and paid interest
totaling $455,650 regarding the same note to the Kim A. Lewis Survivors Trust
and the Richard C. Lewis Marital Trust, each of which was created pursuant to 
the Richard C. Lewis Family Revocable Trust I.

     During the year ended December 31, 1996, the Company purchased ready mix
concrete for its prestressed products subsidiary from Leavitt Ready Mix, Inc.
("Leavitt"), a company owned by a sister of Mr. Paul R. Lewis, a director and
officer of the Company. Leavitt was paid $163,450.

     During the year ended December 31, 1996, the Company rented and purchased
equipment from Wiser Construction, a company controlled by Paul R. Lewis, an
officer and director of the Company, in the amount of $375,883.
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     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

            
                                         MEADOW VALLEY CORPORATION
 
                                         /s/ Bradley E. Larson
                                         ---------------------------------------
                                         Bradley E. Larson
                                         President and Chief Executive Officer
                                         Date: October 7, 1998