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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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 (Month/Day/Year) 12/18/2008 (Street) PHOENIX, AZ 85018 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 Exercise of options to purchase common stock 12/18/2008 12/18/2008 M   5,800 A $ 3.875 86,375 D   Exercise of options to purchase common stock 12/18/2008 12/18/2008 M   20,000 A $ 2.4375 106,375 D   Exercise of options to purchase common stock 12/18/2008 12/18/2008 M   32,500 A $ 1.46 138,878 D

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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

Exercise of options to purchase common stock

$ 3.875

12/18/2008

12/18/2008

M

5,800

(1)

10/21/2009

Common stock

5,800

$ 3.875

62,500

D

Exercise of options to purchase common stock

$ 2.4375

12/18/2008

12/18/2008

M

20,000

(2)

03/08/2011

Common stock

20,000

$ 2.4375

42,500

D

Exercise of options to purchase common stock

$ 1.46

12/18/2008

12/18/2008

M

32,500

(3)

11/19/2013

Common stock

32,500

$ 1.46

10,000

D

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

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)	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.

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