~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~DC 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toreport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~December 31, ~~of 1934~~ 2008

~~Date~~MEADOW ofVALLEY ~~report (Date of earliest event reported): December 17, 2008~~CORPORATION

~~MEADOW~~(Exact ~~VALLEY~~Name ~~CORPORATION~~ of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)


Nevada	0-25428	88-0328443

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4602 East Thomas Road, Phoenix, Arizona 85018

(Address of Principal Executive Offices) (Zip Code)

(602) 437-5400

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Nevada		0-25428		88-0328443
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~4602~~o Written ~~East~~communications ~~Thomas~~pursuant ~~Road,~~to ~~Phoenix,~~Rule 425 ~~Arizona~~under ~~85018~~the Securities Act (~~Address~~17 ofCFR ~~Principal Executive Offices~~230.425) ~~(Zip Code)~~

~~(602)~~o Soliciting material pursuant to Rule ~~437~~14a-~~5400 (Registrant’s~~12 ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act (17 ~~code~~CFR 240.14a-12)

~~(Former~~o Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule 14d-2(b) ifunder the ~~Changed~~Exchange ~~Since~~Act ~~Last~~(17 ~~Report~~CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~o Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule 13e-4(c) ~~satisfy the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any of the following provisions~~ (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~13e-4(c):)

oItem 5.02. ~~Written~~Departure ~~communications~~of ~~pursuant~~Directors toor ~~Rule~~Certain ~~425~~Officers; ~~under~~Election ~~the~~of ~~Securities~~Directors; ~~Act~~Appointment ~~(17~~of Certain ~~CFR~~Officers; ~~230~~Compensatory Arrangements of Certain Officers.~~425)~~

o On ~~Soliciting~~December 31, ~~material~~2008, ~~pursuant~~Meadow Valley Corporation (the “Company”), entered into an amendment to its ~~Rule~~Employment ~~14a-12~~Agreements ~~under~~(the “Amended Agreements”) with each of Bradley E. Larson, its President and Chief Executive Officer, Kenneth D. Nelson, its Vice President and Chief Administrative Officer, and David D. Doty, its Chief Financial Officer. The Amended Agreements amend each of the following: ~~Exchange~~(i) Employment ~~Act~~Agreement by and between the Company, Meadow Valley Contractors, Inc. (17“MVCI”) ~~CFR~~and ~~240~~Mr.~~14a-12~~ Larson, dated November 30, 2007; (ii) Employment Agreement by and between the Company, MVCI and Mr. Nelson, dated November 30, 2007; and (iii) Employment Agreement by and between the Company and Mr. Doty, dated November 1, 2006. The Amended Agreements were entered into to (i) comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder; (ii) provide for separation pay under the Amended Agreements to be paid as a single lump sum; and (iii) include the 409A definition of disability in Section 11 of Messrs. Larson’s and Nelson’s agreements.

~~o Pre-commencement communications pursuant to Rule 14d-~~2~~(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~SIGNATURES

~~TABLE~~ Pursuant OFto ~~CONTENTS~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Item~~Dated: ~~8.01.~~January 5, ~~Other Events SIGNATURE~~2009

~~Table~~MEADOW ofVALLEY ~~Contents~~CORPORATION By: /s/ David D. Doty David D. Doty Chief Financial Officer

~~Item 8.01. Other Events.~~3

On December 17, 2008, Apex Testing Corp., a Nevada corporation (the “Seller”), a wholly-owned subsidiary of Meadow Valley Corporation, a Nevada corporation (the “Company”), completed the sale of substantially all of the assets (the “Assets”) and certain liabilities of the Seller pursuant to an Asset Purchase Agreement dated as of September 11, 2008, as amended (the “Purchase Agreement”), by and among the Seller, the Company and 3B Engineering, LLC, a Nevada limited liability company (the “Purchaser”). The purchase price for the Assets was $477,549.91. The purchase price was paid as follows: (a) $100,000 was paid in cash at the closing; and (b) $377,549.91 was paid in the form of a secured promissory note made by the Purchaser in favor of the Company (the “Promissory Note”). The principal amount of the Promissory Note bears interest at the rate of 8% per annum, payable quarterly. All outstanding principal and accrued but unpaid interest under the Promissory Note is due and payable on December 5, 2013. The Purchase Agreement contains customary provisions for transactions of this nature, including, without limitation, representations, warranties and covenants.

The Purchaser’s obligations under the Purchase Agreement and the Promissory Note are secured by a security interest in the Purchaser’s assets, personal guaranties given by the owners of the Purchaser, pledges of the owners’ equity interests in the Purchaser and a deed of trust concerning certain real property owned by one of the owners of the Purchaser.

As a result of the transactions contemplated by the Purchase Agreement, the Company will cease to report the seller as a segment of the Company in the Company’s financial statements, periodic reports and other filings after the period in which the transactions closed.

SIGNATURE

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

	Meadow Valley Corporation
Date: December 22, 2008	By:	/s/ Bradley E. Larson
		Bradley E. Larson
		President and Chief Executive Officer

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