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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(Print or Type Responses)

1. Name and Address of Reporting Person * Patterson Don A   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4602 E. THOMAS ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2009 (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

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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

Stock options (right to buy)

$ 9.38

02/02/2009

02/02/2009

D

7,500

(1)

11/01/2010

Common stock

7,500

(2)

0

D

Stock options (right to buy)

$ 10.11

02/02/2009

02/02/2009

D

10,000

(3)

11/30/2011

Common stock

10,000

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Patterson Don A 4602 E. THOMAS ROAD PHOENIX, AZ 85018	X

Signatures

/s/ David D. Doty, Attorney-in-fact		02/04/2009
**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 November 1, 2005, the reporting person was granted 7,500 options to purchase common stock. The options vested in three equal installments of 2,500 options each on November 1, 2006, 2007 and 2008, respectively.
(2)	Under the terms of the Agreement and Plan of Merger, dated as of July 28, 2008, among Meadow Valley Corporation ("Meadow Valley"), Phoenix Merger Sub, Inc. and Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.), at the effective time of the merger, each option to purchase shares of Meadow Valley common stock was canceled, and the holder thereof was entitled to receive an amount, in cash, equal to the product of (i) the number of shares subject to such option and (ii) the excess, if any, of $11.25 over the exercise price per share of such option, less applicable withholding taxes.
(3)	On November 30, 2006, the reporting person was granted 10,000 options to purchase common stock. The options vested in installments of 3,333, 3,333 and 3,334 on November 30, 2007, 2008 and 2009, repectively.

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