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

                                 April 19, 2004
                Date of Report (Date of earliest event reported)

                            Valmont Industries, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                            1-31429                 47-0351813
(State or other jurisdiction   (Commission File Number)    (IRS Employer
of incorporation)                                           Identification No.)

One Valmont Plaza
Omaha, Nebraska                                              68154
(Address of principal executive offices)                   (Zip Code)

                                 (402) 963-1000
                         (Registrant's telephone number,
                              including area code)

Item 12.  Results of Operations and Financial Condition.

     Valmont  Industries,  Inc.  issued a press  release on April 19,  2004 with
earnings  information  on the company's  quarter ended March 27, 2004. The press
release is furnished with this Form 8-K as Exhibit 99.1.

     The  foregoing  information,  including  exhibit 99.1 attached to this Form
8-K,  shall not be deemed  "filed" for purposes of Section 18 of the  Securities
Exchange Act of 1934 or otherwise  subject to liability under that section,  nor
shall it be deemed  incorporated by reference in any filing under the Securities
Act of 1933 or the  Securities  Exchange Act of 1934,  except as  expressly  set
forth by specific reference in such filing.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         Valmont Industries, Inc.

Date:  April 19, 2004
                                         By:  /s/ Terry J. McClain
                                              -------------------------
                                              Name:  Terry J. McClain
                                              Title: Senior Vice President and
                                                       Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit           Description                                          Page No.

99.1       Press release dated April 19, 2004..........................

News Release
                                                                  April 19, 2004

                     Valmont Reports First Quarter Results

Highlights:

     o    Net Sales increased 4% primarily due to foreign currency translation.

     o    Net earnings  decreased 25% mainly due to the  continued  weak pricing
          environment for steel structures in the utility market.

     o    China sales and profitability doubled in the first quarter.

     o    Coatings Segment profitability was impacted by continued weak markets.

     o    Irrigation Segment profits rose 7% on a sales increase of 6%.

     Omaha,  NE -  Valmont  Industries,  Inc.  (NYSE:  VMI),  a  leading  global
manufacturer of engineered  support structures for infrastructure and mechanized
irrigation  equipment  for  agriculture  and a  provider  of  coating  services,
reported  sales for the first  quarter of $215.9  million  compared  with $207.3
million for the same period of 2003.  First  quarter 2004 net earnings were $5.5
million,  or 22 cents per diluted share,  versus first quarter 2003 net earnings
of $7.3  million,  or 30 cents per diluted  share.  The  Company had  previously
announced  on March 18, 2004 that it expected  earnings for the quarter to be in
the range of 19-21 cents per diluted share.

First Quarter 2004 Review:

     "A very competitive pricing environment in the utility market combined with
rapid steel price  increases  hurt  profitability  in the first  quarter,"  said
Mogens C. Bay, Valmont's Chairman and Chief Executive Officer. "We had growth in
sales  and  profits  in both our North  American  and  international  irrigation
businesses.  Sales  and  profits  rose in our  tubing  business  as  fabrication
customers sought steady supplies of tubing in a rising price environment. Global
sales of lighting  and traffic  products  were flat.  Volumes  were lower in our
coatings  business as some of our steel  fabrication  customers  had  difficulty
obtaining steel for production."

First Quarter Summary-Agricultural Markets:

     The  Irrigation  Segment's  first  quarter  sales of $80.1  million were 6%
higher than 2003.  Operating  income for the  segment of $11.8  million was a 7%
improvement over 2003.

     Sales improved in North  American  markets due to a favorable farm economy.
Internationally,  sales rose in South America and Europe. Higher crop prices are
strengthening  the demand for  irrigation  equipment in many parts of the world.
The  economic  benefits  of  mechanized  irrigation  equipment  to  growers  are
compelling. In addition to conserving water, mechanized irrigation reduces labor
and improves yields.

     The Tubing  Segment sales of $17.3 million were 5% higher than in 2003. The
sales  increase  reflects  the pass  through of higher steel prices on revenues.
Operating income of $2.1 million was 12% above the first quarter of 2003, due to
improved manufacturing efficiencies.

First Quarter Summary - Infrastructure Markets:

     The Engineered  Support Structures Segment sales of $99.4 million increased
8% from  2003  levels.  Operating  income  for the  segment  fell by 65% to $1.4
million.  Profitability  was  adversely  impacted  by  the  competitive  pricing
environment in the North American utility market and an unprecedented  and rapid
increase in steel prices.

     Utility  product sales were slightly  lower in North  America.  The utility
market for steel  structures is  experiencing an intensely  competitive  pricing
environment.  As the Company  does not expect  significant  improvement  in this
competitive  environment in the  short-term,  measures are planned to reduce the
cost structure of the business to improve Valmont's  competitive position in the
marketplace. Utility sales and profits in China rose significantly as electrical
transmission  infrastructure  development  remains  very  strong.  These  higher
volumes  resulted in greater  profitability  for Valmont's  utility  business in
China.

     Sales of  lighting  and traffic  products in North  America and Europe were
flat.  Specialty  structure sales grew with the introduction of a sign structure
product  line.  Sales of wireless  communication  products in North America were
similar to first quarter 2003 levels;  however,  the backlog is growing as order
rates have improved.  Results in the specialty structures business unit improved
due to cost  reductions  implemented  last  year.  In China,  sales of  wireless
communication  products  were  substantially  higher.  The demand  for  wireless
communication  products in China remains very strong as service providers expand
their networks.

     The Coatings  Segment sales of $22.7 million were 17% lower than last year.
Galvanizing volumes were lower as some customers were unable to secure steel for
fabrication.  The sales  decline also  reflects a reduction in assembly  service
revenues in the anodizing business,  as demand slowed from industrial customers.
Operating  profits  fell 78% to $466  thousand,  as fixed  costs  were  incurred
despite lower sales volumes.  The persistent  weakness in the industrial economy
over the past 18 months  has  caused  considerable  volume  declines  leading to
manufacturing  deleverage.  When the industrial  economy  recovers,  the Company
expects an increase in coatings revenues and improved profitability.

Second Quarter Outlook:

     Commenting on the outlook for the second quarter,  Mr. Bay said,  "While we
will continue to face challenges in the second quarter,  we expect  consolidated
sales and operating earnings comparisons to be favorable. We expect strong sales
gains in our lighting and traffic,  utility and specialty structures businesses,
compared with the second quarter of 2003.  Results in our coatings business will
largely depend on our customers'  ability to acquire steel and the general level
of the industrial economy. In our irrigation business, we expect results similar
to last year's solid second  quarter  performance.  In our tubing  business,  we
expect an  improvement  in results  compared to last year's second  quarter.  We
believe that by continuing to focus on lowering costs,  while improving  quality
and  customer   service,   we  should  improve  our  competitive   position  and
profitability."

Debt Refinancing:

     Terry J.  McClain,  Valmont's  Senior Vice  President  and Chief  Financial
Officer said, "As a result of the April 16, 2004  acquisition of Newmark and the
favorable financing environment,  Valmont plans to refinance the majority of its
existing long term debt. Plans include the refinancing of the existing revolving
credit  facility,  as  well as  restructuring  the  promissory  notes  that  are
presently on the balance sheet.  The proposed new financial  structure will be a
mix of credit  facilities and other debt. This structure should give the Company
additional  financial  flexibility  and capacity at very  competitive  rates and
terms."

         Mr. McClain added, "In the process of implementing this financial
structure and paying off the existing promissory notes, there will be a
prepayment premium in the range of $12-13 million pre-tax or approximately 32-35
cents per diluted share. This charge will be taken upon finalizing the new
structure, which is expected to be completed in the second quarter of this
year."

     The new  financial  structure  is expected to include a $375 million mix of
credit  facilities  and  other  debt.  Mr.  McClain  commented  that,  "This new
financial  structure should give Valmont the flexibility and capacity  necessary
to handle our  business  needs at a very  economical  cost over the next 5 to 10
years. With our good cash flow  characteristics  we should be able to reduce our
debt levels over the next 12-18 months to our normal  operating  range of 40% of
long term debt to total capital."

     An audio discussion of Valmont's first quarter results by Valmont officers,
Mogens C. Bay,  Chairman  and Chief  Executive  Officer,  and Terry J.  McClain,
Senior Vice President and Chief  Financial  Officer,  will be available live via
the  Internet  at 8:00  a.m.  April 20,  2004  CDT,  by  pointing  browsers  to:
http://www.valmont.com/asp/investor_relations/ir6.asp.  After  the event you may
listen by  accessing  the above link or by  telephone.  Dial  1-800-642-1687  or
706-645-9291,  and enter the Conference ID#: 6400946 beginning April 20, 2004 at
10:00 a.m. CDT through 12:00 p.m. CDT on April 27, 2004.

     Valmont is the global leader in designing and manufacturing  poles,  towers
and  structures  for lighting and traffic,  wireless  communication  and utility
markets,  and a provider of protective coating services.  Valmont also leads the
world  in  mechanized  irrigation  equipment  for  agriculture,  enhancing  food
production while conserving and protecting natural water resources. In addition,
Valmont  produces  a wide  variety  of  tubing  for  commercial  and  industrial
applications.

     This release contains forward-looking statements, within the meaning of the
Private Securities  Litigation Reform Act of 1995. These statements are based on
management's  current  views and estimates  and are subject to  uncertainty  and
changes in  circumstances.  Future economic and market  circumstances,  industry
conditions,  Company performance and financial results,  operating efficiencies,
availability and price of raw materials,  availability and market  acceptance of
new  products,   product  pricing,   domestic  and   international   competitive
environment,   actions  and  policy   changes  of  domestic  and   international
governments and other risks described from time to time in Valmont's  reports to
the  Securities and Exchange  Commission are examples of factors,  among others,
that could  cause  results to differ  materially  from  those  described  in the
forward-looking   statement.  The  Company  cautions  that  any  forward-looking
statement  included  in this press  release is made as of the date of this press
release  and the  Company  does not  undertake  to  update  any  forward-looking
statement.

                    VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Dollars in thousands, except per share amounts)
                                   (unaudited)

                                                          First Quarter
                                                         13 Weeks Ended
                                                    --------------------------
                                                      27-Mar-04    29-Mar-03
                                                    --------------------------
Net sales                                            $ 215,897    $ 207,294
Cost of sales                                          164,617      154,441
     Gross profit                                       51,280       52,853
Selling, general and administrative expenses            39,531       37,802
     Operating income                                   11,749       15,051
Other income (deductions)
 Interest expense                                       (2,398)      (2,685)
 Interest income                                           276          234
 Miscellaneous                                             14           (38)
                                                        (2,108)      (2,489)
      Earnings before income taxes, minority
        interest, equity in earnings of nonconsolidated
        subsidiaries                                     9,641       12,562
Income tax expense                                       3,529        4,648
      Earnings before minority interest, equity in
        earnings (losses) of nonconsolidated
        subsidiaries                                     6,112        7,914
Minority interest                                         (455)        (271)
Loss in nonconsolidated subsidiaries                      (156)        (350)
      Net earnings                                     $ 5,501      $ 7,293

Average shares outstanding (000's) - Basic              23,846       23,878
Earnings per share - Basic                              $ 0.23       $ 0.31

Average shares outstanding (000's) - Diluted            24,520       24,388
Earnings per share - Diluted                            $ 0.22       $ 0.30

Cash dividends per share                               $ 0.080      $ 0.075

                   VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
                            SUMMARY OPERATING RESULTS
                             (Dollars in thousands)
                                   (unaudited)

                                              First Quarter
                                             13 Weeks Ended
                                        -------------------------
                                          27-Mar-04    29-Mar-03
                                        -------------------------

Net sales
  Engineered Support Structures          $ 99,436     $ 91,880
  Coatings                                 22,656       27,162
    Infrastructure products               122,092      119,042

  Irrigation                               80,099       75,569
  Tubing                                   17,323       16,461
    Agriculture products                   97,422       92,030

  Other                                     4,360        4,616
  Less: Intersegment sales                 (7,977)      (8,394)
    Total                               $ 215,897    $ 207,294

Operating Income
  Engineered Support Structures             1,441        4,063
  Coatings                                    466        2,081
    Infrastructure products                 1,907        6,144

  Irrigation                               11,845       11,115
  Tubing                                    2,085        1,868
    Agriculture products                   13,930       12,983

  Other                                      (492)        (351)
  Corporate                                (3,596)      (3,725)
    Total                                $ 11,749     $ 15,051

Valmont has four reportable segments organized on a worldwide product basis.

     Engineered Support Structures:  This segment consists of the manufacture of
     engineered  metal  structures  and  components  for the lighting,  traffic,
     utility and wireless communication industries.

     Coatings:  This  segment  consists  of  galvanizing,  anodizing  and powder
     coating services.

     Irrigation:  This  segment  consists  of the  manufacture  of  agricultural
     irrigation equipment and related parts and services.

     Tubing: This segment consists of the manufacture of tubular products.

In addition to these four reportable segments, Valmont also has other businesses
that  individually  are not  more  than 10% of  consolidated  net  sales.  These
businesses, which include wind energy development,  machine tool accessories and
industrial fasteners, are reported in the "Other" category.

                    VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (unaudited)

                                               27-Mar-04           29-Mar-03
                                              -----------         -----------
ASSETS
Current assets:
  Cash and cash equivalents                    $ 24,197            $ 23,330
  Accounts receivable, net                      149,505             131,997
  Inventories                                   132,068             121,117
  Prepaid expenses                                7,601               5,560
  Refundable and deferred income taxes           10,284              11,719
    Total current assets                        323,655             293,723
Property, plant and equipment, net              184,784             190,531
Goodwill and other assets                        95,807              88,905
                                              $ 604,246           $ 573,159

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current installments of long-term debt       $ 15,115            $ 10,790
  Notes payable to banks                         20,705              21,806
  Accounts payable                               65,993              52,616
  Accrued expenses                               52,070              51,170
  Dividend payable                                1,910               1,792
    Total current liabilities                   155,793             138,174
Long-term debt, excluding current installments  129,847             145,530
Other long-term liabilities                      49,871              41,464
Shareholders' equity                            268,735             247,991
                                              $ 604,246           $ 573,159