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United States securities and exchange commission logo





                              May 2, 2022

       Ronald Ballschmiede
       Chief Financial Officer
       STERLING CONSTRUCTION CO INC
       1800 Hughes Landing Blvd
       The Woodlands, Texas 77380

                                                        Re: STERLING
CONSTRUCTION CO INC
                                                            Form 8-K filed on
March 1, 2022
                                                            Form 10-K/A as of
December 31, 2021
                                                            Filed on March 24,
2022
                                                            File No. 001-31993

       Dear Mr. Ballschmiede:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 8-K filed on March 1, 2022

       General

   1.                                                   We note your
reconciliation of Company Adjusted Net Income to the most directly
                                                        comparable GAAP measure
which appears to be in the form of a full non-GAAP income
                                                        statement. Please
revise your presentation to instead provide separate reconciliation from
                                                        the most directly
comparable GAAP measure, which appears to be Net income. Refer
                                                        to Question 102.10 of
the Compliance and Disclosure Interpretations on Non-GAAP
                                                        Financial Measures.
   2.                                                   We note you provided
2022 outlook and outlook ranges for certain non-GAAP financial
                                                        measures. In future
filings, please provide the reconciliations required by Item 10(e)(1)(i)
                                                        of Regulation S-K. To
the extent you are relying on the    unreasonable efforts    exception
                                                        in Item 10(e)(1)(i)(B),
please explain why that would be the case given your 4th Quarter
 Ronald Ballschmiede
STERLING CONSTRUCTION CO INC
May 2, 2022
Page 2
         and Full Year Earnings Call presentation includes certain 2022
modeling considerations
         that would appear to allow for the ability to provide such
reconciliation to the nearest
         GAAP outlook ranges. Reference is made to Question 102.10 of the
Division   s
         Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures.
Form 10-K/A filed on March 24, 2022

3. Acquisitions, page 45

3.       Please disclose a qualitative description of the factors that make up
the goodwill and the
         amount of goodwill that is expected to be deductible for tax purposes
related to the Petillo
         acquisition. See ASC 805-30-50-1(a) and ASC 805-30-50-1(d).
17. Retirement Benefits
Multi-Employer Pension Plans, page 59

4.       Please disclose for each period presented whether your total
contributions represent more
         than five percent of total contributions to the plan as indicated in
the plan   s most recently
         available annual report. Please also disclose the specific year-end
date of the plan to which
         the annual report relates. Refer to ASC 715-80-50-5(e)(2).
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 with any questions.



FirstName LastNameRonald Ballschmiede     Sincerely,
Comapany NameSTERLING CONSTRUCTION CO INC
                                          Division of Corporation Finance
May 2, 2022 Page 2                        Office of Real Estate & Construction
FirstName LastName
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