Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 28, 2013, Joseph P. Harper, Sr. retired as President, Chief Operating Officer and Treasurer of Sterling Construction Company, Inc. (the "Company.")

Concurrently with Mr. Harper's retirement, the Company's Board of Directors elected Peter E. MacKenna to succeed Mr. Harper as President, in addition to his current position as Chief Executive Officer, and elected Elizabeth D. Brumley, the Company's Chief Financial Officer, to succeed Mr. Harper as Treasurer in addition to her other positions with the Company. Mr. Harper will remain a director of the Company.

Item 8.01 Other Events

On January 28, 2013, the Company issued a press release announcing Mr. Harper's retirement and the election of Mr. MacKenna to succeed him as President and Ms. Brumley to succeed him as Treasurer of the Company. A copy of the press release is filed herewith as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits Exhibit Number Description 99.1 Press release, dated January 28, 2013 (filed herewith)

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