SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2004 STERLING CONSTRUCTION COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 0-19450 25-1655321 (State or other jurisdiction of (Commission file number) (IRS Employer Incorporation) Identification No.) 2751 Centerville Road Suite 3131 Wilmington, Delaware 19803 (Address of principal executive offices) (Zip code) (817) 416-0717 (Registrant's telephone number, including area code) Item 12. Results of Operations and Financial Condition On February 2, 2004 Sterling Construction Company, Inc. issued a press release announcing approval from the American Stock Exchange ("AMEX") for the listing of shares on AMEX. A copy of the press release is attached hereto as Exhibit 99.1. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 12, 2004 STERLING CONSTRUCTION COMPANY, INC. By: /s/ Maarten D. Hemsley ______________________________________ Maarten D. Hemsley Chief Financial Officer INDEX TO EXHIBITS 99.1 STERLING CONSTRUCTION COMPANY, INC. COMMENCES TRADING ON AMERICAN STOCK EXCHANGE