SecProbe.io

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                                     [LOGO]

August 10, 2005

Securities and Exchange Commission
Washington, D.C. 20549-7010

Subject:        Response to Correspondence Dated July 27, 2005

                Meadow Valley Corporation
                Form 10-K for the fiscal year ended December 31, 2004
                Filed March 31, 2005

                Form 10-Q for the quarter ended March 31, 2005
                File No. 0-25428

To Whom It May Concern:

      In response to your letter to us dated July 27, 2005, we are enclosing
herewith the supplemental information requested. We have responded to the
Staff's comments using the same paragraph numbers contained in the Staff's
letter to us dated July 27, 2005.

Form 10-K for the year ended December 31, 2004

Financial Statements

Consolidated Balance Sheet, page 23

      1.    We believe the value of the remaining claims receivable reported in
            our financial statements of $3.5 million is reasonable,
            conservatively stated and the amount we anticipate collecting is
            potentially in excess of that amount. The remaining two contract
            claims that comprise the $3.5 million of claims receivable are:

                  a)    $1.7 million claim receivable against Clark County,
                        Nevada for which a three-member arbitration panel
                        unanimously awarded us approximately $1.9 million plus
                        accrued interest from March 2003. The payment of this
                        claim has been delayed due to an appeal made by Clark
                        County to the Nevada Supreme Court. We believe we can
                        reasonably expect resolution of this matter by the end
                        of 2006 and do not anticipate any reduction of the
                        award. Attached is a copy of the Final Award granted by
                        the arbitration panel (Exhibit A).

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Securities and Exchange Commission
August 10, 2005
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                  b)    $1.8 million in claims receivable against the New Mexico
                        Department of Transportation ("NMDOT") on two highway
                        contracts. This claim is currently in litigation with a
                        trial date scheduled for May 2006. At one time, the
                        NMDOT offered us approximately $5.2 million and the
                        release of any remaining retention held on the projects,
                        which is currently $.8 million, to settle these two
                        claims. See attached correspondence to and from NMDOT
                        and Meadow Valley, and also the inter department email
                        from Selmo Rael to Virginia Lorenz substantiating the
                        settlement offer (Exhibit B). We expect to prevail in
                        the litigation and to potentially collect more than the
                        receivable that is currently reported on our balance
                        sheet. Given the scheduled court date, it is conceivable
                        that this matter will be resolved in 2006.

      In addition, to the offers from NMDOT and the award from the arbitration
panel, on the Clark County claim, our history on collection of claims receivable
is supported by the settlement of three claims filed against NMDOT, settled for
$7.0 million. We had recorded a claim receivable in the amount of $4.1 million
and had retention of $1.1 million, resulting in a $1.8 million collection in
excess of claims receivables.

1. Summary of Significant Accounting Policies and Use of Estimates

Inventory, net, page 29

      2.    The allowance for potentially obsolete or slow moving inventory
            decreased during 2004 as a result of management's determination that
            inventory at various sites became obsolete as a result of our
            decision to no longer market the materials in those sites. After
            writing off the inventory in question against the allowance,
            management did not believe additional increases in potentially
            obsolete or slow-moving inventory were deemed necessary during the
            period in question.

4. Contracts in Progress, page 33

      3.    During 2004, we had closed several projects, which are still in the
            process of claim resolution. The work on the projects was 100%
            complete as of December 31, 2004. We reclassed the under billing
            (cost in excess of billings) and claims receivable to a separate
            general ledger account, Long-term Claims Receivables, to match the
            financial statement presentation. In 2003, the projects were still
            considered contracts in progress, but for financial statement
            reporting purposes the claim receivable was deducted from the under
            billing and classified as a long term claim receivable. The change
            in the claim receivable from 2003 in the amount of $7.6 million to
            $3.5 million in 2004 was a result of the collection of claims
            receivable on the settlement of three claims against the New Mexico
            Department of Transportation.

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Securities and Exchange Commission
August 10, 2005
Page 3

11. Related Party Transactions, page 36

      4.    We will include in future filings the nature of our relationships
            with our related parties. We account for LAM Contracting LLC as an
            investment using the equity method of accounting per Accounting
            Principles Board 18, "The Equity Method of Accounting for
            Investments in Common Stock". Our investment in LAM Contracting LLC
            is reflected in the current asset section of the balance sheet and
            is a portion of the line item entitled, "Prepaid Expenses and
            Other", based on its relative immateriality (approximately 1% of
            total assets). In addition, LAM Contracting LLC is not deemed to be
            a variable interest entity, based on the consistency of the
            allocation of profits to the respective ownership interests, and the
            fact that management of the entity resides outside of Meadow Valley
            Corporation.

12. Income Taxes, page 37

      5.    Reconciliation of the income tax statutory rate was based upon a
            determination of the federal income tax statutory rate, and the
            state income tax statutory rates applied to book income, adjusted
            for identified non-deductible items. The tax expense was then
            adjusted to true-up our calculation of our deferred income tax
            liabilities and assets. This resulted in our difference of $41,531
            which is deemed to be the accumulated effect of numerous years of
            rounding adjustments. As the number was deemed to be immaterial to
            the financial statements as a whole no further adjustment was
            pursued. The detailed analysis of the relevant calculations has been
            attached for your review and consideration (Exhibit C).

Item 15. Exhibits and Financial Statement Schedules, page 49

      6.    We will disclose in future filings as an exhibit or note to our
            financial statements a schedule of valuation and qualifying accounts
            for each income statement period, as required by Rule 5-04 of
            Regulation S-X. These exhibits or notes will, at a minimum, include
            our allowance for doubtful accounts and will also include an opinion
            from our independent accountants covering these exhibits, notes or
            schedules.

Form 10-Q for the period ended March 31, 2005

Financial Statements

5. Litigation and Claim Matters, page 12

      7.    We will disclose in future filings the fact that we are not able to
            estimate a possible loss or range of loss as required by SFAS No. 5
            paragraph 10 "The

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Securities and Exchange Commission
August 10, 2005
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            disclosure shall indicate the nature of the contingency and shall
            give an estimate of the possible loss or range of loss or state that
            such an estimate cannot be made." This inability to estimate a
            possible loss is the result of not being able to predict what the
            outcome of a trial may be if a settlement can not be reached. We
            believe whether a settlement is reached or a trial occurs any
            liability will be within our insurance limits and no additional loss
            is required to be recorded.

Management's Discussion and Analysis, page 16

      8.    A portion of the damages award was for interest on the costs that we
            incurred in completing the defaulted subcontractor's work. Only that
            portion of the award, which amounted to $133,248, was classified as
            interest income. The portion of the damage award related to costs
            incurred to complete the defaulted subcontractor's work was recorded
            in the cost of revenue. The portion of the damage award related to
            legal fees in the amount of $83,481 was recorded in the other
            income.

Item 4. Controls and Procedures, page 20

      9.    We will revise our future filings to clarify that our officers
            concluded that our disclosure controls and procedures are also
            effective to ensure that information required to be disclosed in the
            reports that we file or submit under the Exchange Act is accumulated
            and communicated to our management, including myself and our chief
            executive officer, to allow timely decisions regarding required
            disclosure in accordance with the Exchange Act Rule 13a-15(e).

      We trust that the responses provided herein satisfactorily address your
comments. We acknowledge that the company is: a) responsible for the adequacy
and accuracy of the disclosures in our filings; b) that our responses to the
Staff comments or changes in our disclosures do not foreclose the Commission
from taking any action with respect to the filing, and; c) that the company may
not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Sincerely,
MEADOW VALLEY CORPORATION

/s/ Clint L. Tryon
Clint L. Tryon
Principal Accounting Officer
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                                                                       EXHIBIT A

                               PRIVATE ARBITRATION

In the matter of Arbitration between
                                        ORDER #17
MEADOW VALLEY CONTRACTORS, INC.

and

CLARK COUNTY, NEVADA.

                                   FINAL AWARD

      This Arbitration concerns a number of claims made by Meadow Valley
Contractors, Inc., on its behalf as the prime contractor and on behalf of two of
its subcontractors and Clark County's claims against Meadow Valley. The claims
are asserted by and against Clark County, Nevada, as owner of a project known as
the Western Beltway, Sections 7B, 8 and 9 project ("789").

      Prior to the date of this award and prior to the completion of hearings,
this Panel by agreement of the parties entered its Award dated May 3, 2004, on
the shoring entitlement claim being presented by Meadow Valley and its
subcontractor, Innovative Construction Service ("ICS"). The claims remaining and
which will be the subject of this Final Award are: Meadow Valley's Quality
Assurance/Quality Control Claim (QA/QC); Progressive Contracting, Inc.'s ("PCI")
Impact Cost Claim resulting from the County's Quality Assurance/Quality Control
program; PCI's Frost Claim; PCI's Rock Fill Claim; PCI's RCB Crossing Claim; and
ICS's Concrete Patching claim. The Award will also address the County's
Counterclaims for monies withheld by the Army Corp of Engineers ("ACOE") for the
CH2 Channel and the cost of restaking.

                               FACTUAL BACKGROUND

      The problems relating to the testing claims have their genesis in the
testing program that the County implemented for the 789 project. Prior to the
Yamashita Bridge project which immediately preceded the 789 project, the County
did its own quality control ("QC") testing with its own personnel to assure the
contractors were complying with the

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specifications. On the Yamashita project the County instituted a new testing
program wherein the contractor did its own QC testing and the County, with its
own personnel, did quality assurance ("QA") testing to verify that the QC tests
being done were accurate. The QC and QA tests were initially done on a 1 to 1
basis, but after the County determined that the QC tests were being done
accurately they went to one QA test for every ten QC tests. Meadow Valley was
the contractor on Yamashita and J.A. Cesare ("JAC") was its independent QC
tester.

      On the 789 project this program was modified because of Nevada Department
of Transportation ("NDOT") and ACOE's concerns that the quality control
specifications which were basically the same as on Yamashita were not detailed
enough and the belief that the County should have a more detailed QA program or
manual which would assure them that the testing was being done properly. The
County retained Harris and Associates ("Harris"), who was to be the County's
Construction Manager on 789, to prepare a QA manual. A draft of this manual was
prepared and given to the County before bid, but neither the draft manual nor
the concerns of NDOT and ACOE was made known to the bidders prior to the bid.
The bidders were relying on the contract language and what the County had done
in the past and particularly the Yamashita project. Unknown to the contractors
was that the County was going to impose far more stringent requirements for
testing, inspection and monitoring than had been done in the past. These
requirements and the behavior of Harris, condoned by the County, are what led to
these QA/QC claims.

                         A. MEADOW VALLEY'S QA/QC CLAIM

      Meadow Valley's QA/QC Claim consists of two components. The County's QC
requirements for full-time inspection and monitoring which were contrary to the
Yamashita QC testing requirements and contrary to the standard in the industry,
and the excess testing required by Harris.

      With respect to the first component, what is most disturbing is that the
County knew that Meadow Valley's bid for QC testing only included the cost for
QC testing and did not include full time inspection or monitoring of the
placement of materials. The County did

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not disclose to the bidders the concerns of NDOT and ACOE or Harris' draft QA
manual. The County did not change its QC specifications except to add by way of
an addendum the testing requirements for NDOT.

      Meadow Valley was the successful bidder on 789 and contracted with JAC for
$666,800.00 for testing, which included inspection on an as-needed basis and
monitoring placement on a part-time basis. The amount of the bid was JAC's
estimate of its hourly labor and laboratory charges for the work to be
performed. JAC's bid and contract was based on its experience from the Yamashita
project and the County agreed that it was reasonable for JAC to rely on the
Yamashita project in formulating its bid. Based on the other bids Meadow Valley
received for testing and the foregoing, the Panel finds that JAC's contract
price of $666,800.00 was a reasonable charge for the QC testing to be performed
on the 789 project as set forth in the specifications.

      After the contract was awarded, Meadow Valley and JAC met with Harris to
go over JAC's proposed QC program.