FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 1999
--------------

Commission File Number 0-25428
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MEADOW VALLEY CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of registrant as specified in its charter)

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

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

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

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
----- -----

Number of shares outstanding of the issuer's common stock:

Class Outstanding at April 30, 1999
----- -----------------------------
Common Stock, $.001 par value 3,501,250 shares

MEADOW VALLEY CORPORATION
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999

PART I. FINANCIAL INFORMATION Page
Number
Item 1. Financial Statements ------

Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 1999 and
March 31, 1998 3

Condensed Consolidated Balance Sheets -
As of March 31, 1999 and December 31, 1998 4

Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 and
March 31, 1998 5-6

Notes to Condensed Consolidated Financial Statements 7-8

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9-12

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K 12

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
March 31,
-------------------------------------
1999 1998
---------------- ------------------
(Unaudited) (Unaudited)

Revenue ........................................................ $ 58,274,203 $ 37,857,514
Cost of revenue ................................................ 55,531,017 35,505,986
---------------- ------------------
Gross profit ................................................... 2,743,186 2,351,528
General and administrative expenses ............................ 1,955,569 1,549,348
---------------- ------------------
Income from operations ......................................... 787,617 802,180
---------------- ------------------
Other income (expense):
Interest income ................................................ 138,746 116,982
Interest expense ............................................... (52,359) (141,484)
Other income.................................................... 45,684 30,912
---------------- ------------------
132,071 6,410
---------------- ------------------
Income from continuing operations before income taxes .......... 919,688 808,590
Income taxes ................................................... 367,876 323,436
---------------- ------------------
Net income from continuing operations .......................... 551,812 485,154
Discontinued operations:
Loss from operations of Prestressed Products subsidiary, net
of income tax benefit of $146,896 ...................... - (220,344)
---------------- ------------------
Net income ..................................................... $ 551,812 $ 264,810
================ ==================
Basic net income (loss) per common share:
Income from continuing operations ......................... $ .15 $ .13
Loss from operations of Prestressed Products subsidiary ... - (.06)
---------------- ------------------
Basic net income per common share .............................. $ .15 $ .07
================ ==================
Diluted net income (loss) per common share:
Income from continuing operations ......................... $ .15 $ .13
Loss from operations of Prestressed Products subsidiary ... - (.06)
---------------- ------------------
Diluted net income per common share ............................ $ .15 $ .07
================ ==================
Basic weighted average common shares outstanding ............... 3,571,250 3,601,250
================ ==================
Diluted weighted average common shares outstanding ............. 3,608,009 3,655,782
================ ==================

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, December 31,
1999 1998 *
----------------- -----------------
(Unaudited)

Assets:
Current Assets:
Cash and cash equivalents .......................................... $ 2,742,946 $ 10,993,025
Restricted cash .................................................... 4,052,438 3,678,685
Accounts receivable, net ........................................... 25,507,821 15,434,491
Prepaid expenses and other ......................................... 1,941,245 1,858,184
Note receivable - other ............................................ 2,386 2,386
Costs and estimated earnings in excess of billings on uncompleted
contracts ....................................................... 3,076,579 3,850,619
----------------- -----------------
Total Current Assets ..................................... 37,323,415 35,817,390
Property and equipment, net ............................................. 11,669,700 10,995,846
Refundable deposits ..................................................... 215,287 191,433
Note receivable - other ................................................. 205,960 206,421
Goodwill, net ........................................................... 1,640,784 1,660,792
Treasury stock held for funding employer retirement plan contributions .. 451,754 -
Net assets of discontinued operations ................................... 127,464 425,181
----------------- -----------------
Total Assets ............................................ $ 51,634,364 $ 49,297,063
================= =================
Liabilities and Stockholders' Equity:
Current Liabilities:
Notes payable - other .............................................. $ 1,259,802 $ 1,145,621
Obligations under capital leases ................................... 650,579 678,562
Accounts payable ................................................... 16,805,100 13,797,436
Accrued liabilities ................................................ 2,289,653 3,091,362
Billings in excess of costs and estimated earnings on uncompleted
contracts ........................................................ 11,800,146 11,343,995
----------------- -----------------
Total Current Liabilities ............................... 32,805,280 30,056,976
Deferred income taxes ................................................... 789,727 789,727
Obligations under capital leases ........................................ 1,840,156 2,031,316
Note payable - related party ............................................ - 1,000,000
Notes payable - other ................................................... 3,174,672 2,946,327
----------------- -----------------
Total Liabilities ........................................ 38,609,835 36,824,346
----------------- -----------------

Stockholders' Equity:
Preferred stock - $.001 par value; 1,000,000 shares authorized, none
issued and outstanding ........................................... - -
Common stock - $.001 par value; 15,000,000 shares authorized,
3,501,250 and 3,601,250 issued and outstanding .................. 3,601 3,601
Additional paid-in capital ......................................... 10,943,569 10,943,569
Capital adjustments ................................................ (799,147) (799,147)
Retained earnings .................................................. 2,876,506 2,324,694
----------------- -----------------
Total Stockholders' Equity ............................... 13,024,529 12,472,717
----------------- -----------------
Total Liabilities and Stockholders' Equity ............... $ 51,634,364 $ 49,297,063
================= =================

*Derived from audited financial statements

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
March 31,
-------------------------------------
1999 1998
---------------- ----------------
(Unaudited) (Unaudited)

Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:
Cash received from customers ............................... $ 49,418,926 $ 36,174,396
Cash paid to suppliers and employees ....................... (55,102,130) (35,786,242)
Interest received .......................................... 157,563 196,109
Interest paid .............................................. (78,386) (81,928)
Income taxes paid .......................................... (119,584) (272,836)
---------------- ----------------
Net cash provided by (used in) operating activities ... (5,723,611) 229,499
---------------- ----------------
Cash flows from investing activities:
Increase in restricted cash ................................ (373,753) (199,889)
Collection of notes receivable - other ..................... 461 -
Collection of note receivable - related party .............. - 257,575
Proceeds from sale of property and equipment ............... 91,428 69,485
Purchase of property and equipment ......................... (569,760) (630,418)
Decrease in net assets of discontinued operations .......... 297,717 227,446
Purchase of treasury stock held for funding employer
retirement plan contributions ............................ (451,754) -
---------------- ----------------
Net cash used in investing activities ................. (1,005,661) (275,801)
---------------- ----------------
Cash flows from financing activities:
Repayment of notes payable - other ......................... (301,664) (297,866)
Repayment of note payable - related party .................. (1,000,000) -
Repayment of capital lease obligations ..................... (219,143) (114,077)
---------------- ----------------
Net cash used in financing activities ................. (1,520,807) (411,943)
---------------- ----------------
Net decrease in cash and cash equivalents ....................... (8,250,079) (458,245)
Cash and cash equivalents at beginning of period ................ 10,993,025 2,815,164
---------------- ----------------
Cash and cash equivalents at end of period ...................... $ 2,742,946 $ 2,356,919
================ ================

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Three Months Ended
March 31,
--------------------------------------
1999 1998
----------------- ----------------
(Unaudited) (Unaudited)

Increase (Decrease) in Cash and Cash Equivalents
(Continued):

Reconciliation of Net Income to Net Cash Provided by
Operating Activities:
Net income ..................................................... $ 551,812 $ 264,810
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization ............................. 507,784 412,525
Gain on sale of property and equipment .................... (39,005) (14,396)

Changes in Assets and Liabilities:
Accounts receivable ....................................... (10,092,147) (2,674,572)
Prepaid expenses and other ................................ (331,353) (342,917)
Costs and estimated earnings in excess of billings on
uncompleted contracts ................................... 774,040 (108,244)
Refundable deposits ....................................... (23,957) (44,351)
Interest payable .......................................... (26,027) 59,556
Accounts payable .......................................... 3,007,664 1,893,421
Accrued liabilities ....................................... (775,682) (429,242)
Billings in excess of costs and estimated earnings on
uncompleted contracts ................................... 456,151 1,083,182
Interest receivable ....................................... 18,817 79,127
Income tax receivable ..................................... 248,292 50,600
----------------- ----------------
Net cash provided by (used in) operating activities .. $ (5,723,611) $ 229,499
================= ================

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Corporation:

Meadow Valley Corporation (the "Company") was organized under the laws
of the State of Nevada on September 15, 1994. The principal business purpose of
the Company is to operate as the holding Company of Meadow Valley Contractors,
Inc. (MVC) and Ready Mix, Inc. (RMI). MVC is a general contractor, primarily
engaged in the construction of structural concrete highway bridges and
overpasses, and the paving of highways and airport runways in the states of
Nevada, Arizona, Utah and New Mexico. RMI is a producer and retailer of ready-
mix concrete operating in the Las Vegas metropolitan area. Formed by the
Company, RMI commenced operations in 1997.

2. Presentation of Interim Information:

The amounts included in this report are unaudited; however, in the
opinion of management, all adjustments necessary for a fair statement of results
for the stated periods have been included. These adjustments are of a normal
recurring nature. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
audited financial statements and notes thereto included in the Company's Annual
Form 10-K under the Securities Exchange Act of 1934 as filed with the Securities
and Exchange Commission. The results of operations for the three months ended
March 31, 1999 are not necessarily indicative of operating results for the
entire year.

3. Treasury stock held for funding employer retirement plan contributions:

Treasury stock is shown at cost, and as of March 31, 1999 consists of
100,000 shares of common stock held for issuance to fund employer retirement
plan contributions.

4. Notes Payable- other:

Summary of first quarter additions to Notes payable - other and their
balances at March 31, 1999:

6.96% note payable, with monthly payments of $7,239, due 01/15/04,
collateralized by equipment ............................................... $ 355,677

7.15% note payable, with monthly payments of $5,529, due 02/19/04,
collateralized by equipment ............................................... 274,379
---------------
630,056
Less: current portion ..................................................... (112,432)
---------------
$ 517,624
===============

Following are maturities of the above long-term debt for each of the next 5 years:

2000 ...................................................................... $ 112,432
2001 ...................................................................... 120,610
2002 ...................................................................... 129,382
2003 ...................................................................... 138,793
2004 ...................................................................... 128,839
---------------
$ 630,056
===============

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Discontinued Operations:

In June 1998, the Company adopted a formal plan ( the "plan") to
discontinue the operations of Prestressed Products Incorporated ("PPI"). The
plan included the completion of approximately $2.8 million of uncompleted
contracts and the disposition of approximately $1.2 million of equipment.
Accordingly, the Company has reclassified the operations of PPI as discontinued
operations in the accompanying statements of operations. In June 1998, the
Company recorded an estimated loss of $1,950,000 (net of income tax benefit of
$1,300,000), related to the disposal of assets for PPI, which included a
provision of $1,350,000 for estimated operating losses during the phase-out
period. During the three months ended March 31, 1999, $179,375 of the expected
losses were incurred (net of income tax benefit of $119,583).

The revenue of PPI for the three months ended March 31, 1998 and 1999
were $1,653,318 and $65,140. These amounts are not included in revenue in the
accompanying statements of operations.

The accompanying condensed consolidated balance sheets as of March 31,
1999 and December 31, 1998, reflect the net liabilities and the estimated loss
as a single amount as follows:

March 31, December 31,
1999 1998
------------------- -----------------

Current assets .............................................. $ 1,229,879 1,204,192
Non-current assets .......................................... 416,831 481,331
Liabilities ................................................. (882,733) (444,454)
------------------- -----------------
Net assets ............................................... 763,977 1,241,069
Estimated loss on disposition ............................... (636,513) (815,888)
------------------- -----------------
Net assets of discontinued operations ....................... $ 127,464 425,181
=================== =================

6. Related party transactions:

During January 1999, the Company made the final principal payment on
the $10.0 million promissory note (original 1994 promissory note balance)
totaling $1.0 million 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 January 1999, the Company made interest payments totaling
$27,397, related to the $10 million promissory note (original 1994 promissory
note balance), 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.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General
The following is management's discussion and analysis of certain
significant factors affecting the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.

Except for the historical information contained herein, the matters set
forth in this report are forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially. The Company disclaims any
intent or obligation to update these forward-looking statements.

Results of Operations
The following table sets forth, for the three months ended March 31,
1999 and 1998, certain items derived from the Company's Condensed Consolidated
Statements of Operations expressed as a percentage of revenue.

Three months ended
March 31,
-------------------------------------
1999 1998
------------------ -----------------

Revenue ....................................................... 100.0% 100.0%
Gross profit .................................................. 4.7 6.2
General and administrative expenses............................ 3.4 4.1
Interest income ............................................... .2 .3
Interest expense .............................................. .1 .4
Other income .................................................. .1 .1
Income from continuing operations before income taxes ......... 1.5 2.1
Income taxes .................................................. .6 .8
Net income from continuing operations ......................... .9 1.3
Discontinued operations:
Loss from operations of Prestressed Products subsidiary ....... - .6
Net income .................................................... .9 .7

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

Revenue and Backlog. Revenue for the three months ended March 31, 1999
("interim 1999") was $58.3 million compared to $37.9 million for the three
months ended March 31, 1998 ("interim 1998"). The increase in revenue was the
result of a $19.6 million increase in contract revenue and a $.8 million
increase in revenue generated from construction materials production and
manufacturing sold to non-affiliates. Backlog decreased 22% to approximately
$172 million at March 31, 1999 from approximately $221 million at March 31,
1998. Revenue may be impacted in any one period by the backlog at the beginning
of the period.

Gross Profit. As a percentage of revenue, consolidated gross profit
margin decreased from 6.2% for interim 1998 to 4.7% for interim 1999. The
decrease in MVC's gross profit margin was the result of (i) cost overruns on
certain projects (ii) weather and execution difficulties related to a bridge
substructure and (iii) increased profit recognition related to several projects
nearing completion at March 31, 1998. Gross profit margins are affected by a
variety of factors including construction delays and difficulties due to weather
conditions, availability of materials, the timing of work performed by other
subcontractors and the physical and geological condition of the construction
site.

General and Administrative Expenses. General and administrative
expenses, which decreased 17% as a percent of revenue, increased to $1,955,569
for interim 1999 from $1,549,348 for interim 1998. The increase resulted, in
part, from costs related to various employee incentive plans amounting to
$270,000, $26,000 in costs related to the Company's safety plan, $35,000 in
costs related to the education and training of corporate and area personnel and
a variety of other costs related to the administration of the corporate and area
offices.

Interest Income and Expense. Interest income for interim 1999 increased
to $138,746 from $116,982 in interim 1998 due to an increase in average cash
reserves resulting primarily from billings in excess of costs and estimated
earnings on uncompleted projects. Interest expense decreased in interim 1999 to
$52,359 from $141,484, due primarily to a $1,500,000 reduction in related party
debt during 1998 and a $1,000,000 reduction at the beginning of interim 1999.

Net Income from Continuing Operations After Income Taxes. Net income
from continuing operations after income taxes was $551,812 in interim 1999 as
compared to $485,154 for interim 1998. The increase resulted from higher
revenues along with higher interest income and lower interest expense, offset,
in part, by increased general and administrative expenses and decreased gross
profit margins.

Discontinued Operations. In June 1998, due to continuing operating
losses, the Company decided to dispose of its wholly-owned subsidiary
Prestressed Products Incorporated. Accordingly, the Company has reclassified the
operations of Prestressed Products Incorporated as discontinued operations in
the accompanying financial statements. In June 1998, the Company accrued a
$1,950,000 charge (net of income tax benefit of $1,300,000), related to the
disposal of assets for the Prestressed Products business, which included a
provision of $1,350,000 for estimated operating losses during the phase-out
period. During the three months ended March 31, 1999, $179,375 of the expected
losses were incurred (net of income tax benefit of $119,583). The cessation of
the Prestressed Products business is expected to be completed during the second
quarter 1999.

Net income. Net income, after discontinued operations, for interim 1999
was $551,812 as compared to $264,810 for interim 1998.

Liquidity and Capital Resources

The Company's primary need for capital has been to finance expansion
and capital expenditures. Historically, the Company's primary source of cash has
been from operations. Revenue growth has required additional capital to finance
expanded receivables, retentions and capital expenditures and to address
fluctuations in the work-in-process billing cycle.

The following table sets forth for the three months ended March 31,
1999 and 1998, certain items from the condensed consolidated statements of cash
flows.

Three months ended
March 31,
------------------------------------

1999 1998
------------------ ----------------

Cash Flows Provided by (Used in) Operating Activities . $ (5,723,611) $ 229,499
Cash Flows Used in Investing Activities ............... (1,005,661) (275,801)
Cash Flows Used in Financing Activities ............... (1,520,807) (411,943)

Although the Company may experience increased profitability as
operations increase, cash may be reduced to finance receivables and for customer
cash retention required under contracts subject to completion. Management
continually monitors the Company's cash requirements to maintain adequate cash
reserves, and the Company believes that its cash balances were and, together
with the operating lines of credit described below, are sufficient.

Cash used in operating activities during interim 1999 amounted to $5.7
million, primarily the result of an increase in accounts receivable of $10.1
million, an increase in prepaid expenses and other of $.3 million and a decrease
in accrued liabilities of $.8 million, offset, in part, by net income of $.6
million, depreciation and amortization of $.5

million, an increase in accounts payable of $3.0 million, an increase in net
billings in excess of costs of $1.2 million and a $.2 million decrease in income
tax receivable.

Cash provided by operating activities during interim 1998 amounted to
$.2 million, primarily the result of a net income of $.3 million, an increase in
accounts payable of $1.9 million, depreciation and amortization of $.4 million,
an increase in net billings in excess of costs of $1.0 million, offset by an
increase in accounts receivable of $2.7 million, an increase in prepaid expenses
and other of $.3 million and a decrease in accrued liabilities of $.4 million.

Cash used in investing activities during interim 1999 amounted to $1.0
million related primarily to the purchase of property and equipment of $.6
million, an increase in restricted cash of $.4 million and the purchase of
treasury stock held for funding employer retirement plan contributions of $.4
million, offset by a decrease in net assets of discontinued operations of $.3
million and proceeds from the sale of property and equipment in the amount of
$.1 million.

Cash used in investing activities during interim 1998 amounted to $.3
million related primarily to the increase in restricted cash of $.2 million and
the purchase of property and equipment of $.6 million, offset by the decrease in
related party note receivable of $.3 million and a decrease in net assets of
discontinued operations of $.2 million. The aforementioned note receivable-
related party was due from Paul R. Lewis, an officer and director of the
Company.

Cash used in financing activities during interim 1999 amounted to $1.5
million including $1.0 million repayment of a loan from a related party and
repayments of notes payable and capital lease obligations in the amount of $.5
million. The aforementioned note payable-related party was due to a principal
shareholder of the Company, the Richard C. Lewis Family Revocable Trust I.

Cash used in financing activities during interim 1998 amounted to $.4
related to repayment of notes payable and capital lease obligations.

The Company currently has available from a commercial bank a $2,000,000
operating line of credit at an interest rate of the commercial bank's prime plus
.50%, and a $2,000,000 operating line of credit at an interest rate of the
commercial bank's prime plus .25% ("lines of credit"). At March 31, 1999, and as
of the filing date of this report, nothing had been drawn on either of the lines
of credit. Under the lines of credit, the Company is required to maintain
certain levels of working capital, to promptly pay all its obligations and is
precluded from conveying, selling or leasing all or substantially all of its
assets. At March 31, 1999, the Company was in compliance with all such covenants
and there are no material covenants or restrictions in the lines of credit which
the Company believes would impair its operations. The lines of credit expire
September 15, 1999.

The Company anticipates that a substantial portion of the costs
associated with a planned second ready-mix plant and related equipment will be
financed through bank financing and operating leases. In addition, the Company
is currently leasing approximately 40 ready-mix trucks with estimated annual
lease payments of $800,000.

Management believes that the Company's cash reserves, together with its
lines of credit and its capacity to enter into other financing arrangements are
sufficient to fund its cash requirements for the next 12 months and that the
Company's working capital will be adequate to fund its short term and long term
requirements.

Year 2000

The Company has completed a comprehensive assessment of the internal
information systems and applications that will be impacted by the year 2000. The
Company expects to make the necessary revisions or upgrades to its systems to
render it year 2000 compliant. The Company's accounting software currently
utilizes a four digit year field. Attention is also being focused on compliance
efforts of key suppliers and customers. The Company has received assurances from
certain customers and vendors related to their state of readiness; however, the
Company could potentially experience disruptions to some aspects of its various
activities and operations as a result of non-compliant systems utilized by the
Company or unrelated third parties. Contingency plans are therefore under
development to mitigate the extent of any such potential disruption to business
operations. Based on preliminary information, the costs

to the Company of addressing potential year 2000 issues are not expected to have
a material adverse impact on the Company's consolidated results of operations or
financial position. There can be no assurance that the efforts or the
contingency plans related to the Company's systems, or those of the other
entities relied upon, will be successful or that any failure to convert, upgrade
or appropriately plan for contingencies would not have a material adverse effect
on the Company.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(b) Reports on Form 8-K

The Company did not file any reports on Form 8-K during the three
months ended March 31, 1999.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act as of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

MEADOW VALLEY CORPORATION
(Registrant)

By
----------------------------
Gary W. Burnell
Chief Financial Officer

By
----------------------------
Julie L. Bergo
Principal Accounting Officer