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): September 23, 2002

                       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 Identification No.)
           Incorporation)


           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 5. OTHER EVENTS

On September 23, 2002, an affiliate of Sterling Construction Company, Inc.
("Sterling" or the "Company"), Texas Sterling Construction, L.P. ("TSC")
acquired the Kinsel Heavy Highway construction business from a subsidiary of
Insituform Technologies, Inc. ("ITI").

The acquisition included the purchase of construction equipment for its
appraised value of approximately $4.4 million, as well as the assumption by TSC
of certain equipment leases with future obligations aggregating approximately
$1.4 million. In addition, ITI assigned to TSC certain unstarted construction
contracts with revenues estimated at $38 million, subject to post-closing
adjustments. TSC has been engaged by ITI to manage the completion of certain
other construction contracts in return for a management fee. TSC has committed
to hire most employees of ITI's construction crews for the contracts taken over
along with project managers and other supervisory personnel.

Consideration for the purchase totaled $4.4 million, which was financed by TSC
through additional borrowings under its revolving line of credit, and by the
issuance to ITI of a $1.5 million, two-year unsecured note. In connection with
the transaction, TSC completed negotiations to increase the maximum level of its
bank revolving line of credit to $17 million.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         (a) Press release dated September 23, 2002



                                    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: October 8, 2002              STERLING CONSTRUCTION COMPANY, INC.

                                    By:  /s/ Maarten D. Hemsley
                                       ---------------------------
                                           Maarten D. Hemsley
                                           Chief Financial Officer





                               INDEX TO EXHIBITS




EXHIBIT
NUMBER      DESCRIPTION
-------     -----------
         
 (a)        Press release dated September 23, 2002