SCHEDULE 14A INFORMATION

                      Proxy Statement Pursuant to Section 14(a)
                        of the Securities Exchange Act of 1934
                                  (Amendment No.   )

          Filed by the Registrant [X]

          Check the appropriate box:

          [XX] Preliminary Proxy Statement*        * Revised

          [  ] Definitive Proxy Statement

          [  ] Definitive Additional Materials

          [  ] Soliciting  Material  Pursuant  to      240.14a-11(c)  or   
               240.14a-12

                               Valmont Industries, Inc.
          _________________________________________________________________
                   (Name of Registrant as Specified In Its Charter)

                                   Terry J. McClain
          _________________________________________________________________
                      (Name of Person(s) Filing Proxy Statement)

          Payment of Filing Fee (Check the appropriate box):

          [XX] $125 per Exchange Act  Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
               14a-6(j)(2).

          [  ] $500 per each party to the controversy  pursuant to Exchange
               Act Rule 14a-6(i)(3).

          [  ] Fee  computed on  table below  per Exchange  Act Rules  14a-
               6(i)(4) and 0-11.

               1)   Title  of each class of securities to which transaction
          applies:________________________________________________________

               2)   Aggregate  number of  securities  to which  transaction
          applies:________________________________________________________

               3)   Per unit price or other underlying value of transaction
          computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
          on which  the  filing fee  is  calculated and  state how  it  was
          determined):1

                                        ____________________

               1    Set  forth  the  amount  on  which  the  filing  fee is
                    calculated and state how it was determined

          _________________________________________________________________

               4)   Proposed maximum aggregate value of transaction:_______
          _________________________________________________________________

               5)   Total fee paid:________________________________________

          [XX] Fee paid previously with preliminary materials. 

          [  ] Check box if  any part of the  fee is offset as  provided by
               Exchange  Act Rule 0-11(a)(2)  and  identify the  filing for
               which the offsetting  fee was paid previously.  Identify the
               previous filing  by registration  statement  number, or  the
               form or Schedule and the date of its filing.

               1)   Amount Previously Paid:________________________________

               2)   Form, Schedule or Registration Statement No.:__________

               3)   Filing Party:__________________________________________

               4)   Date Filed:____________________________________________

          PRELIMINARY COPY

          PROXY STATEMENT
          FOR THE 
          APRIL 22, 1996
          ANNUAL SHAREHOLDERS' MEETING

          Dear Shareholder:

          You are cordially invited  to attend Valmont's Annual  Meeting of
          Shareholders on April 22, 1996, at 2:00 P.M.  The meeting will be
          held in  the Lecture Hall of the Joslyn  Art Museum at 2200 Dodge
          Street in  Omaha.  You  may enter  the building through  its main
          entrance on the east side.

          The formal meeting  of Shareholders will be followed  by a review
          of operations for  1995 and the first quarter of 1996, as well as
          our  outlook  for the  future.  Following  the meeting,  you  are
          invited to  an informal  reception where you  can visit  with the
          Directors,   Officers,  and  Business  Unit  Managers  about  the
          activities of the Company.

          If  you cannot  attend the  meeting in  person, please  vote your
          shares by proxy.  Mark, sign and date the enclosed proxy card and
          return it in  the postage paid envelope.   Your prompt return  of

          the card  will help  your Company  avoid additional  solicitation
          costs.  In person or by proxy, your vote is important.

          I look forward to seeing you at our Annual Meeting.

          Sincerely,

          Robert B. Daugherty
          Chairman of the Board

          Proxy Statement for Valmont Industries, Inc.
          Notice of Annual Meeting of Shareholders

          Notice is hereby given that the Annual Meeting of Shareholders of
          Valmont Industries, Inc., a Delaware corporation, will be held at
          the Joslyn Art Museum, 2200 Dodge St., Omaha, Nebraska  68102, on
          Monday, April 22,  1996, at 2:00 p.m. local time  for the purpose
          of:

           (1)       Electing three directors of  the Company to three year
          terms.

           (2)     Amending the Valmont 1988 Stock Plan.

           (3)     Approving the Valmont Executive Incentive Plan.

           (4)     Approving the Valmont 1996 Stock Plan.

           (5)      Amending the Certificate of Incorporation  to eliminate
          shareholder action without a meeting.

           (6)      Ratifying the appointment of  KPMG Peat Marwick LLP  as
          independent accountants for fiscal 1996.

           (7)       Transacting such  other business as  may properly come
          before the meeting.

          Shareholders of record  at the close of business on March 1, 1996
          are entitled to vote at this meeting.  If you do not expect to be
          present at the Annual  Meeting and wish your shares to  be voted,
          please sign, date and mail the enclosed proxy form.

          By Order of the Board of Directors

          Thomas P. Egan, Jr.
          Secretary
          Valley, Nebraska  68064
          March 22, 1996

                    Proxy Statement

          To Our Shareholders:

          The Board of  Directors of Valmont Industries, Inc. solicits your
          proxy in  the form  enclosed for  use  at the  Annual Meeting  of
          Shareholders  to be  held on  Monday, April  22, 1996, or  at any
          adjournments thereof.

          At the close  of business on March  1, 1996, the record  date for
          shareholders entitled  to notice of  and to vote at  the meeting,
          there  were outstanding 13,568,730 shares of the Company's common
          stock.  There were no  preferred shares outstanding.  All holders
          of common stock are entitled to one  vote for each share of stock
          held by them.

          Shares  of  common stock  represented  by a  properly  signed and
          returned proxy, including shares represented by broker  non-votes
          or  abstaining from  voting, will  be treated  as present  at the
          meeting for the  purpose of determining a quorum.   Directors are
          elected  by a  favorable  vote of  a plurality  of the  shares of
          voting stock present and entitled to vote, in person or by proxy,
          at  the Annual  Meeting.    Accordingly,  abstentions  or  broker
          non-votes as  to the  election of directors  will not  affect the
          election of the candidates receiving the plurality of votes.

          The proposals to  amend the Valmont 1988 Stock  Plan, approve the
          Valmont  Executive Incentive Plan, approve the 1996 Valmont Stock
          Plan, and to ratify accountants require the affirmative vote of a
          majority of  shares present in  person or  represented by  proxy.
          While   the  proposal  to  amend  the  Company's  Certificate  of
          Incorporation  requires the  affirmative vote  of  a majority  of
          shares  entitled to vote,  abstentions from these  proposals will
          have the same effect as  a vote against these proposals.   Broker
          non-votes on  the proposal to amend the  Company's Certificate of
          Incorporation will  have the same  effect as a vote  against that
          proposal; broker non-votes  on any other proposal  are treated as
          shares  as  to  which  voting  power has  been  withheld  by  the
          beneficial  holders of  those  shares and  therefore will  not be
          counted as votes for or against such proposals.

          Any shareholder giving  a proxy may revoke it  before the meeting
          by mailing a signed instrument  revoking the proxy to:  Corporate
          Secretary,  Valmont  Industries,  Inc.,  P.O.  Box  358,  Valley,
          Nebraska    68064.   To  be  effective,  the revocation  must  be
          received by  the Secretary  before the  date of  the meeting.   A
          shareholder  may, if  he or  she desires,  attend the  meeting in
          person, and at  that time withdraw his  or her proxy and  vote in
          person.

          The  cost  of solicitation  of  proxies,  including the  cost  of
          reimbursing  banks and brokers  for forwarding proxies  and proxy
          statements to their  principals, shall be  borne by the  Company.

          This  proxy  statement  and  proxy   card  are  being  mailed  to
          shareholders on or about March 22, 1996.

                                 Certain Shareholders

          The following table sets forth, as  of March 1, 1996, the  number
          of shares beneficially owned by  (i) persons known to the Company
          to  be  beneficial  owners  of  more than  5%  of  the  Company's
          outstanding  common stock,  (ii)  directors,  nominees and  named
          executive officers and (iii) all directors and executive officers
          as a group.

                                            Amount and Nature
           Name and Address of          of Beneficial Ownership     Percent
           Beneficial Owner               March 1, 1996  (1)       of Class
          (2)
          _________________________________________________________________
          __
                                                                
          Robert B. Daugherty                  3,550,784             26.2%
          c/o Valmont Industries, Inc.
          Valley, Nebraska

          Charles M. Harper                       38,000               ---

          Allen F. Jacobson                       16,000               ---

          Lloyd P. Johnson                         6,000               ---

          John E. Jones                            5,000               ---

          Thomas F. Madison                       12,000               ---

          Walter Scott, Jr.                       26,000               ---

          Robert G. Wallace                        8,000               ---

          Mogens C. Bay                          201,932              1.5%

          Gary L. Cavey                           47,513               ---

          Joseph M. Goecke                        92,853               ---

          Terry J. McClain                        51,650               ---

          All Executive Officers and Directors
            As Group (20 persons)              4,480,068             33.0%

          (1)      Includes  shares which the  executive officers have,  or
          within 60 days of March 1,  1996 will have, the right to  acquire

          through presently exercisable stock options, as follows:  93,200,
          33,700, 21,300 and 16,000 shares for  Messrs. Bay, Cavey, McClain
          and  Goecke, respectively; and  318,124 shares for  all executive
          officers and directors as a group.

          (2)      Unless otherwise indicated, beneficial  ownership of any
          named individual does not exceed  1% of the outstanding shares of
          the class.

                                Election of Directors

          The Company's  Board of Directors  is composed  of nine  members,
          divided into three classes.  Each class serves for three years on
          a staggered  term basis.   Of the  nine current Directors  of the
          Company, seven are  not employees of the Company.   Mr. Daugherty
          and  Mr.  Bay  are  currently  employed  by   the  Company,  such
          employment constituting  their principal occupation for  at least
          the last five years.

          Three  Directors have  terms of  office that  expire at  the 1996
          Annual  Meeting.  They  have  been  nominated  by  the  Board  of
          Directors for reelection for a three-year term.

          These nominees are:

          Mogens C. Bay
          John E. Jones 
          Walter Scott, Jr.

          Unless authority  to  vote  for  directors  is  withheld,  it  is
          intended  that the shares represented  by the enclosed proxy will
          be voted for  the election of the  nominees named above.   In the
          event any of such nominees becomes unavailable  for election, the
          proxy  holders  will  have discretionary  authority  to  vote the
          proxies for a  substitute.  The Board of Directors  has no reason
          to believe that any such nominee will be unavailable to serve.

          Nominees For Election - Terms Expire 1999:

          Mogens C. Bay,  Age 47, President and Chief  Executive Officer of
          the Company since August, 1993  and Director of the Company since
          October, 1993.   From  November, 1990 to  August, 1993  served as
          President  and Chief Operating Officer of the Irrigation Division
          of the Company.

          Served as Director of Company continuously since October 1993.
          Valmont Stock: 201,932 shares

          John  E. Jones,  Age 61,  Retired Chairman,  President  and Chief
          Executive Officer  of CBI  Industries, Inc.  since January  1996.
          Chairman,   President  and   Chief  Executive   Officer  of   CBI
          Industries, Inc. from June 1989 to January 1996. Director, Allied

          Products Corporation,  Amsted Industries  Incorporated, Interlake
          Corporation and NICOR Inc.

          Served as Director of Company continuously since April 1993 
          Valmont Stock: 5,000 shares 

          Walter Scott, Jr.,  Age 64, Chairman of the  Board, President and
          Director  of   Peter  Kiewit  Sons',  Inc.;  Director,  Berkshire
          Hathaway,  Inc., Burlington  Resources,  Inc., California  Energy
          Company,  ConAgra, Inc.,  C-TEC Corporation,  FirsTier Financial,
          Inc. and MFS Communications Co., Inc.

          Served as Director of Company continuously since April 1981.
          Valmont Stock:  26,000 shares 

          Continuing Directors - Terms Expire 1998: 

          Charles M. Harper,  Age 68, Chairman of the Board and Director of
          RJR  Nabisco Holdings  Corp.  since  May  1993;  Chief  Executive
          Officer May 1993  to December 1995.   Chairman  of the Board  and
          Director of Nabisco Holdings Corp. since January 1995.   Chairman
          of  the  Board of  ConAgra,  Inc.  1981  - May  1993,  and  Chief
          Executive Officer  of ConAgra  1976 -  September 1992;  Director,
          ConAgra,  Inc.,  E.I. DuPont  de  Nemours  & Co.,  Inc.,  Norwest
          Corporation and Peter Kiewit Sons', Inc. 

          Served as Director of Company continuously since April 1979.
          Valmont Stock:  38,000 shares

          Lloyd P. Johnson, Age 65, Retired Chairman of Norwest Corporation
          since May  1995.   Chairman of Norwest  Corporation from  January
          1989  to May 1995.  Chief  Executive Officer from January 1989 to
          January  1993.      Director,   Norwest   Corporation,   Cargill,
          Incorporated,  Musicland Stores  Corporation; Trustee,  Minnesota
          Mutual  Life  Insurance   Company;  Member,  Advisory  Board   of
          Directors, Minnegasco.

          Served as Director of Company continuously since June 1991.
          Valmont Stock:  6,000 shares

          Thomas F. Madison,  Age 60, President, MLM Partners since January
          1993; Vice  Chairman and Office  of CEO of Minnesota  Mutual Life
          Insurance  Company February  1994  -  August  1994;  President  -
          Markets,  U  S WEST  Communications  June 1987  -  December 1992;
          Director,  Alexander   &  Alexander  Insurance   Advisory  Board,
          Communications Holdings,  Inc., Eltrax Systems,  Inc., LHS Health
          Systems, Minnegasco Advisory Board, Span Link.

          Served  as  Director  of Company  continuously  since  June 1987.
          Valmont Stock:  12,000 shares

          Continuing Directors - Terms Expire 1997:

          Robert B. Daugherty,  Age 74, Chairman of the  Board and Director
          of the Company; Director, KN Energy, Inc. and Peter Kiewit Sons',
          Inc.

          Served as Director of Company continuously since March 1947.
          Valmont Stock:  3,550,784 shares 

          Allen F.  Jacobson, Age 69, Retired Chairman  and Chief Executive
          Officer   of  3M   Company;     Director,   3M  Company,   Abbott
          Laboratories,  Deluxe  Corporation, Mobil  Corporation,  Northern
          States Power Company, Potlatch  Corporation, Prudential Insurance
          Company  of America, Sara Lee Corporation, Silicon Graphics, Inc.
          and U S WEST Inc.

          Served as Director of Company continuously since July 1976.
          Valmont Stock:  16,000 shares

          Robert G. Wallace, Age  69, Retired Executive Vice President  and
          Director  of Phillips  Petroleum Co.;  Director, CBI  Industries,
          Inc. and A. Schulman, Inc.

          Served as Director of Company continuously since April 1984.
          Valmont Stock:  8,000 shares

          (1)     Messrs.  Jacobson (Chairman), Harper, Johnson and Madison
          are members of  the Compensation Committee,  which met two  times
          during  the last fiscal year.The Compensation Committee, composed
          of directors  who are not  employees of the Company,  directs the
          administration of various management incentive plans;takes action
          upon or makes recommendations to the Board of Directors on salary
          changes  for certain key  management personnel; and  takes action
          upon  or  makes   recommendations  to  the  Board   of  Directors
          concerning certain employee benefit plan matters.

          Messrs. Scott (Chairman),  Jones and Wallace  are members of  the
          Audit  Committee, which  met three  times during the  last fiscal
          year.   The Audit  Committee, composed of  directors who  are not
          employees of the Company, recommends selection of the independent
          public  accountants; reviews  matters  pertaining to  the  audit,
          systems  of   internal  control   and  accounting   policies  and
          procedures; has  approval  authority  with  respect  to  services
          provided by the  independent public accountants; and  directs and
          supervises  investigations into matters  within the scope  of its
          duties. 

          The Company does not have a standing Nominating Committee.

          (2)      The Board of Directors held six meetings during the last
          fiscal  year.  During  1995, non-employee directors  were paid an
          annual  fee of  $25,000 plus  $2,000 for  each board  meeting and
          $1,000 for each  committee meeting attended.   Committee chairmen
          receive an additional $6,000 per year.  Messrs. Harper, Jacobson,
          Johnson, Scott and Wallace have  elected to receive their fees in
          the form  of deferred compensation.   Payments are to  be made in

          fifteen  annual   installments  commencing  one  year  after  the
          earliest of termination of service  as a director of the company,
          attainment  of  age 70,  or  death.    The deferred  fees  accrue
          interest indexed  to U.S. Government  bonds, compounded  monthly.
          Employee directors do not receive director or meeting fees.

          (3)     Each non-employee director who is elected or continues as
          a  director following an  Annual Shareholders Meeting  receives a
          non-discretionary stock award of 1,000 shares each year following
          such  meeting.  Such shares are  subject to an agreement that the
          shares or the equivalent value must be returned to the Company if
          the Director leaves the Board unless such departure is due to (i)
          death, (ii)  retirement from  the Board  at mandatory  retirement
          age, or  (iii) resignation  or failure  to stand for  re-election
          with the prior approval of the Board.

          (4)      Subject to shareholder approval of  the Amendment to the
          Valmont  1988  Stock  Plan  (see  page  ___),  each  non-employee
          director received  on July  20, 1995 an  option to  acquire 2,000
          shares of Valmont  common stock at the then  current market price
          of the  Company's common  stock.  Such  grant was  conditioned on
          approval of the  Amendment by Valmont's shareholders at  the 1996
          Annual  Meeting of Shareholders.   Option grants for 2,000 shares
          of  common stock  will be  made  annually commencing  in 1996  if
          shareholders approve the  1996 Stock Plan.  See  "Approval of the
          Valmont 1996 Stock Plan - Director Participation."

          (5)       During fiscal  1992 the Company entered  into a service
          agreement  with  PKS  Information   Services,  Inc.,  ("PKS")   a
          subsidiary  of Peter  Kiewit Sons',  Inc.   Mr.  Walter Scott,  a
          Director of the  Company, is Chairman, President and  Director of
          Peter Kiewit Sons',  Inc.  The  agreement is for  a term of  five
          years and covers the  use of time  on the PKS mainframe  computer
          equipment.    In   1995  lease  payments   totaled  approximately
          $1,300,000.   Additionally,  in  1995  The  Company  paid  Kiewit
          Construction Company,  another subsidiary  of Peter Kiewit  Sons'
          Inc., approximately $230,000 for construction services to improve
          the Company's  facilities.   The Company  believes such  payments
          were  comparable  to  amounts  that  would  have  been   paid  to
          unaffiliated entities.

          (6)     See "Certain  Shareholders" for additional information on
          stock ownership. 

                                  Executive Compensation

          The  following Summary Compensation Table provides information on
          the  annual and long-term  compensation for services  paid by the
          Company to the Chief Executive  Officer and the four highest paid
          executive officers for the three  fiscal years ended December 30,
          1995.

          Summary Compensation Table

          
                                                                       
     Long-Term Compensation
                                           Annual  Compensation                 
     Awards        Payouts           All
         Name and                                                         Number
     of      LTIP              Other
     Principal Position                 Year     Salary ($)     Bonus ($)       
     Options (#)   Payouts ($)(4)    Comp.($)(1)

     Mogens  C. Bay (2) (3)             1995   $438,211     ($_______)          
     50,000        ($______)         ($_______)
     President  and Chief              1994     396,366       403,605           
     50,000          19,585             36,880
     Executive Officer               1993    247,154      209,544               
     0               0             20,551

     Robert B. Daugherty             1995    340,000     (_______)              
     0         (______)          (_______)
     Chairman of the Board           1994    346,538      365,154               
     0          18,395             32,854
     of Directors                    1993    243,846      113,163               
     0               0             16,065

     Gary L. Cavey (3)                 1995     178,846      (_______)          
     15,000         (______)          (_______)
     President  and Chief              1994     133,819       221,154           
     15,000               0             15,973
     Operating Officer -             1993         --            --              
     --              --                 --
     Industrial Products Division        

     Terry  J. McClain(2)(3)           1995    165,385       (_______)          
     7,000         (______)           (______)
     Vice President and Chief         1994     142,173        119,245           
     15,000          17,683             12,560
     Financial Officer               1993          --           --              
     --              --                 --

     Joseph M.  Goecke (2) (3)       1995    203,000      (_______)             
     0         (______)           (______)
     President and Chief Operating   1994     199,212        221,913            
     10,000          10,550             19,425
     Officer -  Valmont Irrigation   1993    154,846      155,733               
     0               0             13,976
     
     (1)       Amounts  represent the  Company's contribution under  the Valmont
     Employee Retirement Savings Plan and related Restoration Plan.  

     (2)        Messrs. Bay,  McClain and  Goecke  hold 3,000,  2,000 and  2,000
     restricted  shares of the  Company's common  stock, respectively,  which on
     December 30, 1995 were valued at $74,250, $49,500 and $49,500 respectively.

     The restrictions lapse in February  1999.  The executive receives dividends
     paid on the restricted
     stock.

     (3)      Mr.  Bay became Chief Executive  Officer in August 1993.   Messrs.
     Goecke,  McClain,  and Cavey  became  executive  officers in  August  1993,
     January 1994, and July 1994, respectively.

              Stock Option Grants In Fiscal Year 1995

     The following  table provides  information on 1995  stock option  grants to
     executive officers named in the Summary Compensation Table: 

                                                                                
                 Potential Realizable
                                                                                
                   Value at Assumed
                                                                                
                    Annual Rates of
                                                                                
                Stock Price Appreciation
                        Individual Grants                                       
                   for Option Term (2)
     ___________________________________________________________________________
     ______       ___________________________
                                            % of Total
                                             Options
                                            Granted to       Exercise
                           Options             Employees In         Price ($)   
     Expiration 
          Name               Granted (1)(4)    Fiscal Year       Per Share      
     Date        5% ($)      10% ($) 

     Mogens C. Bay           50,000              26.7%            23.75     Dec.
     18, 2005   746,812    1,892,569
     Robert B. Daugherty        --               --               --            
       --        --           --
     Gary L. Cavey          15,000               8.0%            23.75      Dec.
     18, 2005   224,044      567,771
     Terry J. McClain         7,000               3.7%           23.75      Dec.
     18, 2005   104,554      264,960
     Joseph M. Goecke           --               --               --            
       --        --           --   
     ___________________________________________________________________________
     ____________________________      

     All Shares Outstanding (3)                                                 
        202,538,532  513,272,405
     
     (1)         All options  were  granted on  December  19,  1995, and  become
     exercisable in  three equal  annual  installments commencing  on the  first
     anniversary of the grant.

     (2)       Potential realizable  value is based  on the  assumption that the
     common  stock  price  appreciates  at  the annual  rate  shown  (compounded
     annually) from the date of grant until the end of the ten-year option term.
     The numbers  are calculated  based on the  requirements promulgated  by the
     Securities and Exchange Commission.  The actual value, if any, an executive
     may realize will  depend on the excess of the stock price over the exercise
     price on the date  the option is exercised  (if the executive were  to sell
     the shares on the date of exercise) so there is no assurance that the value
     realized will be at or near the potential realizable value as calculated in
     this table.

     (3)       All shares outstanding represents  the increase in  total Company
     shareholder value if  the stock price and  assumed rates used in  the stock
     option  assumptions  are  achieved  multiplied  by  the  number  of  shares
     outstanding at the end of fiscal 1995 (13,560,202).

     (4)     No stock appreciation rights were granted during fiscal 1995.

             Options Exercised in Fiscal Year 1995 and Fiscal Year End Values

     The following table  provides information on the exercise  of stock options
     during fiscal  1995 and the status of unexercised  stock options at the end
     of the  year for the executive  officers named in  the Summary Compensation
     Table.

                 Value of Unexercised
                                                           Number of Unexercised
                 In-The-Money Options
                                Shares                         Options at FY-End
     (#)                at FY-End ($) (2)
                              Acquired On          Value
                              Exercise  (#)      Realized ($)(1)   Exercisable  
     Unexercisable   Exercisable    Unexercisable
                              ------------       ---------------    ----------- 
     -------------   ------------   -------------

     Mogens C. Bay                   9,867         $154,905         93,200      
     103,333        $1,193,804       $463,333
     Robert B. Daugherty               0               0              0         
       0                 0              0
     Gary L. Cavey                   3,200          31,125          33,700      
     31,000           407,650        139,000
     Terry J. McClain                   0                0          21,300      
     21,000           205,219        118,000
     Joseph M. Goecke              11,149         152,831          16,000       
     10,667           137,752         82,667   
     
     (1)      Value realized is  the difference between the closing price of the
     Company's Common Stock on the day of exercise and the option exercise price
     multiplied by the number of shares.  

     (2)     Value is the  difference between the closing price of the Company's
     Common Stock on the last trading day of fiscal 1995 and the option exercise
     price of the in-the-money options multiplied by the number of in-the-money 
     options.

            Long-Term Incentive Plans - Awards in Fiscal Year 1995

     The following table provides information on the long-term incentive program
     awards granted to the executive  officers named in the Summary Compensation
     Table during fiscal year 1995.

                                                    Performance
                             Number Of                or Other                  
     Estimated Future Payouts under
                           Shares, Units          Period Until                  
     Non-Stock Price-Based Plans
                             or Other                Maturation or              
     Threshold      Target        Maximum
                             Rights (#)              Payout                 ($) 
              ($)           ($)

     Mogens C. Bay             1 Unit                    (1)                    
     98,500      197,000        394,000
     Robert B. Daugherty      1  Unit                    (1)                    
     76,500      153,000        306,000
     Gary L. Cavey            1  Unit                    (1)                    
     25,000       50,000        100,000
     Terry J. McClain          1 Unit                    (1)                    
     25,000       50,000        100,000
     Joseph M. Goecke          1 Unit                    (1)                    
     30,500       61,000        122,000
     
     (1)      Awards are for the three-year award cycle ending in 1997.  Similar
     awards with  the  same estimated  future payouts  may be  earned for  award
     cycles  ending in  1995 and 1996.   See  "Compensation Committee  Report on
     Executive   Compensation  -   Long-Term   performance  Incentives"   for  a
     description of the award program.

                Compensation Committee Report on Executive Compensation

     Valmont's executive compensation policies and practices are approved by the
     Compensation Committee  of the Board  of Directors (the "Committee").   The
     Committee consists of four  Directors who are not employees of the Company.
     The  Committee's  determinations  on compensation  of  the  Chief Executive
     Officer and other executive officers are reviewed with all the non-employee
     Directors who constitute a majority of the Board.

     The Committee  has implemented  compensation policies,  plans and  programs
     which  seek  to  enhance  shareholder  value,  by  aligning  the  financial
     interests  of  the   Company's  executive  officers   with  those  of   its
     shareholders.  Annual base salaries are generally set at competitive median

     levels.  The Company relies  on annual and long-term incentive compensation
     and  stock options  to attract,  retain and  incent executive  officers and
     other  key employees.    Incentive  compensation is  variable  and tied  to
     corporate, business  unit  and  individual  performance.    The  plans  are
     designed  to incent management to  grow earnings, enhance shareholder value
     and  focus  on  the  long-term  growth  of  the  Company.    All  incentive
     compensation plans are  reviewed at least annually to  assure their linkage
     to  the current  strategies  and  needs of  the  business.   The  Company's
     programs have  been designed so  that compensation paid to  named executive
     officers in  1995 will be  deductible under the Internal  Revenue Code's $1
     million compensation limits for deductibility.

     Valmont's executive compensation is based on four components, each of which
     is intended to support the overall compensation philosophy.

     Base Salary. Base  salary is targeted  at the median  level for  industrial
     manufacturing  companies of similar  characteristics such as  sales volume,
     capitalization, and financial performance.  Salaries for executive officers
     are reviewed by the Committee on an annual basis and may be increased based
     on the individual's  performance or a change  in competitive pay levels  in
     the marketplace.

     The  Committee reviews  with  the  Chief Executive  Officer  and the  human
     resources  executive and approves, with modifications it deems appropriate,
     an annual salary plan for the  Company's executive officers (other than the
     Chief Executive  Officer).   The  annual salary  plan is  developed by  the
     Company's human resources  staff under the ultimate direction  of the Chief
     Executive Officer  based on peer  group and national surveys  of industrial
     manufacturing organizations with similar characteristics and on performance
     judgments  as  to  the  past  and  expected  future  contributions  of  the
     individual executive.   In addition, the Committee periodically  is advised
     by independent compensation consultants  concerning salary competitiveness.
     The Committee  reviews and  fixes the base  salary of  the Chief  Executive
     Officer based on similar competitive compensation data  and the Committee's
     assessment   of  his  past  performance,  his  leadership  in  establishing
     performance  standards in  the conduct  of  the Company  business, and  its
     expectation  as to  his  future contributions  in  directing the  long-term
     success of the Company and its businesses.

     The  Committee increased the  Chief Executive Officer's  salary in December
     1995  to  the current  level  of $500,000  per  year, which  is  within the
     mid-range  of   salaries  of   chief  executive   officers  of   industrial
     manufacturing companies comparable in  sales, capitalization and  financial
     performance.  The salary increase also reflected the Committee 's desire to
     reward Mr. Bay for his superior performance in increasing the Company's net
     earnings by 31.1% in 1995.  

     Annual Incentives.   The  Company's short-term  incentives are  established
     under the  Total Value Impact (TVI) Plan.   The Committee believes that the
     annual bonus of significant employees, including executive officers, should
     be  based on  optimizing operating  profits and  prudent management  of the
     capital employed in  the business.  Accordingly, the TVI  plan provides for
     target performance levels  based upon the Company's or  business units' net
     operating income after tax less the  cost of capital.  A minimum  threshold

     level must  be met before any awards are  earned.  Individual award targets
     are based  on a  pre-determined percentage of  base salary  considering the
     individual's  position and the  Committee's assessment of  the individual's
     expected  contribution  in  such position.    Participants,  thresholds and
     specific  performance  levels are  established  by  the  Committee  at  the
     beginning of each fiscal year.

     The Committee  approved for the participation of  49 significant employees,
     including 13  executive  officers, in  the TVI  Plan for  1995.   Based  on
     performance levels achieved  during 1995, the Committee  approved aggregate
     bonus payments of  $_________.  The  TVI bonus of  $__________ paid to  the
     Chief  Executive Officer  for 1995  was  based on  the pre-established  TVI
     performance goals  and the  Company's 33.1% increase  in operating  profits
     after tax.

     Long-Term Performance  Incentives.   Long-term  performance incentives  for
     senior  management employees are  provided through the  Long-Term Incentive
     Program ("Program") established  under the Company's 1988 Stock  Plan.  The
     Program operates on  three-year award cycles or in  certain shorter periods
     from the commencement  of the Program.   Target awards are established  for
     each participant  based on a  percentage of the participant's  base salary.
     Awards are  earned on performance  against specific goals based  on average
     three-year return on  equity and average three-year net  earnings and other
     factors  selected by the Committee.  A  performance matrix provides for the
     earning of  greater or lesser awards relative to  the target award based on
     greater  or  lesser levels  of  performance.    The Committee  selects  the
     participants,  establishes the target award, and determines the performance
     matrix based on return  on equity, net earnings and  other selected factors
     at the beginning of each fiscal year.  The Committee determines the payment
     of awards following a review of performance at the end of each award cycle.
     Awards may be paid in cash or  in shares of common stock or any combination
     of cash and stock.

     The Committee  selected the 13  executive officers who participated  in the
     award  cycle  ending  in  1995.   Based  on  performance  goals  previously
     established by the  Committee, the Committee approved  payments aggregating
     $___________  for  1995  to  the  13  executive  officers.   The  award  of
     $_________  to  the Chief  Executive  Officer for  1995  was  based on  the
     Company's increase in net earnings and improved return on equity during the
     award cycle.

     Stock Incentives.   Long-term stock incentives are  provided through grants
     of  stock options and restricted stock  to executive officers and other key
     employees pursuant to the  Company's 1988 Stock  Plan ("Plan").  The  stock
     component of compensation  is intended to retain and  motivate employees to
     improve  long-term shareholder  value.   Stock options  are granted  at the
     prevailing market  value and only have  value if the Company's  stock price
     increases.     Generally,  stock  options  vest   beginning  on  the  first
     anniversary of  the grant  in equal  amounts over  three to  six years  and
     employees must be employed by  the Company at the time of vesting  in order
     to  exercise the  options.   The  Committee believes  this  feature of  the
     compensation  program directly links the participant's interests with those
     of the shareholders and the long-term performance of the Company.

     The Committee establishes the number and terms of options granted under the
     Plan.  The Committee encourages executives to build a substantial ownership
     investment in  the Company's common stock.   The Option Exercised  table on
     page  ______ reflects  the shares  acquired  by certain  executive officers
     during 1995.   The table on page  _____ reflects the ownership  position of
     the  directors  and executive  officers  at  March  1, 1996.    Outstanding
     performance by an individual executive officer is recognized through larger
     option grants.  The Committee, in determining grants of stock options under
     the Plan, also  reviews and considers the executive's  history of retaining
     shares previously obtained through the exercise of prior options.

     The Committee  granted options  for an  aggregate of 187,500  shares to  50
     employees during 1995, including options for an aggregate of 105,500 shares
     to the  executive officers.   The  Chief Executive  Officer was  granted in
     December 1995 a non-qualified option to acquire 50,000  shares.  The number
     of shares awarded  in the 1995  grant, when valued  at the stock  price the
     date of  grant, was  approximately two  times  Mr. Bay's  salary which  the
     Committee  believes is  a competitive  annual grant  compared to  CEO stock
     grants  at   other  comparable   industrial  manufacturing   companies  and
     recognizes the improved performance of the business  in 1994 and 1995 under
     Mr. Bay's leadership.

     Restricted stock  grants are also a  part of the  Company's long-term stock
     incentives.    Restricted stock  awards  will  be issued  when  performance
     results  and the strategic  needs of the  business warrant.   There were no
     restricted stock awards in 1993, 1994 or 1995 to executive officers.

     The   Committee  believes  that   the  programs  described   above  provide
     compensation  that is competitive  with comparable manufacturing companies,
     links executive  and shareholder  interest and provides  the bases  for the
     Company to attract and retain qualified executives.

     Compensation Committee
       Allen F. Jacobson, Chairman
       Charles M. Harper
       Lloyd P. Johnson
       Thomas F. Madison

        Shareholder Return Performance Graphs

     The  following  graphs  compare  the  yearly  change  in  cumulative  total
     shareholder return on the Company's  Common Stock with the cumulative total
     returns  of  the  S&P SmallCap  600  Index  and an  index  consisting  of a
     combination of  the S&P's  Electrical Equipment  and Machinery  Diversified
     indexes for the  five and ten  year periods ended  December 31, 1995.   The
     graphs assume that  the value of the investment in Valmont Common Stock and
     each  Index  was   $100  on  December  31,  1990  and  December  31,  1985,
     respectively, and that all dividends were reinvested.

     
                                                Indexed Returns ($)
                                                    Years Ending
     Company/Index             Dec 90    Dec 91     Dec 92    Dec 93    Dec 94  
     Dec 95 ______________________      _______  _______     _______    _______ 
      _______    _______

     Valmont Industries             100         96.50      163.01       181.59  
     157.33     232.10
     S&P Smallcap 600 Index        100        148.49      179.74       213.50   
     203.31     264.22
     Electrical/Machinery  Index   100         130.10      140.89       174.85  
     175.62     240.62

     
     
                                          Indexed Returns ($)
                                             Years Ending
                            Dec 85  Dec 86  Dec 87  Dec 88  Dec 89   Dec 90  Dec
     91  Dec 92   Dec 93   Dec 94  Dec 95 
                            ______   ______   ______    ______   ______   ______
     ______  ______   ______   ______  ______              

     Valmont Industries         100    95.61   131.24  300.54  507.82    320.27 
     309.07   522.07   581.57   503.88  743.36
     S&P Smallcap 600  Index     100   03.23     89.29  106.69  121.51    92.73 
     137.69   166.66   197.97   188.52  245.00
     Electrical/Machinery  Index 100  104.64   130.93   134.57  183.70   166.98 
     217.24   235.25   291.97   293.25  401.78

                    APPROVAL OF AMENDMENT TO THE VALMONT 1988 STOCK PLAN

     The Board of  Directors reviewed director  compensation following the  1995
     annual stockholders'  meeting.  The  directors determined that, in  lieu of
     any increase  in  cash compensation,  the  directors would  receive  annual
     options to acquire  Valmont common stock at  the fair market value  of such
     stock on the date of grant.

     The directors  therefore approved  an amendment to  the Valmont  1988 Stock
     Plan  (the "Amendment")  in  June 1995.   Pursuant  to the  Amendment, each

     non-employee director is entitled to  receive annually a nonqualified stock
     option for 2,000 shares  of Valmont common stock exercisable at the closing
     price of Valmont common stock on the date of grant.  The Amendment provided
     that the first such award would be made on the third business day following
     the public release by the Company of  its quarterly earnings for the second
     quarter of fiscal  1995. Pursuant to the  Amendment, Valmont's non-employee
     directors each received on July 20, 1995 an option to acquire  2,000 shares
     of Valmont  common stock at  an exercise price  of $21.50 per  share.  Such
     options become exercisable 180  days following shareholder approval of  the
     Amendment.   Such  grant was  specifically conditioned  on approval  of the
     Amendment  by  Valmont's  stockholders  at  the   1996  annual  meeting  of
     stockholders.  If the stockholders  do not approve the Amendment,  the July
     1995 option grants will be voided.

     Valmont's stockholders  are also  being asked to  approve the  Valmont 1996
     Stock Plan.   This plan provides for a  similar grant of nonqualified stock
     options to  non-employee directors  on an annual  basis beginning  in 1996.
     The Amendment therefore applies only to  the grant of options to  Valmont's
     non-employee directors in July 1995.

     The favorable vote of the holders  of a majority of the outstanding  shares
     of Valmont's common stock present in person or represented by proxy  at the
     meeting is required for approval of the Amendment to the Valmont 1988 Stock
     Plan.

         The Board of Directors recommends a vote FOR the approval of
           the Amendment to Valmont's 1988 Stock Plan.

            APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO 
       REQUIRE ALL STOCKHOLDER ACTION BE TAKEN AT A STOCKHOLDER MEETING

     The Board of  Directors has unanimously approved an  amendment to Valmont's
     Certificate  of Incorporation  to add  a  new Article  XIII (the  "Proposed
     Amendment"), subject to stockholder approval.  The Proposed Amendment reads
     as follows:

     ARTICLE XIII
     Annual and Special Meeting of Stockholders

     Any action required or permitted to be  taken by the holders of the capital
     stock of  the Company must be effected  at a duly called  annual or special
     meeting of such holders and may  not be effected by any consent in  writing
     by such holders.

     Delaware  law permits,  unless  otherwise provided  in  the Certificate  of
     Incorporation, any action required or permitted to be taken by stockholders
     to be taken without a meeting, without prior notice and without stockholder
     vote, if a written  consent setting forth the action to  be taken is signed
     by  stockholders having  the number  of votes  necessary to  authorize such
     action   at  a   meeting  of  stockholders.     Valmont's   Certificate  of
     Incorporation  currently   does  contain   any  provision   restricting  or

     regulating  stockholder action by written consent. Consequently, unless the
     Proposed Amendment is  approved, persons  holding a  majority of  Valmont's
     common  stock could take significant corporate  action without giving other
     stockholders notice or the opportunity to vote.

     The Board  of Directors believes  that all stockholder decisions  should be
     made  only after thoughtful  consideration of  complete information  by all
     stockholders.  The information is provided through proxy solicitation,  and
     the  period between  delivery  of  the proxy  and  the stockholder  meeting
     provides time for consideration of such proposals.  The  Board of Directors
     believes  that  all stockholders,  and  not just  stockholders  executing a
     written consent, should have the opportunity to participate in the decision
     process.

     The  Proposed Amendment,  by  prohibiting  stockholder  action  by  written
     consent, would require that notice of and the opportunity to participate in
     any proposed stockholder action be given to all stockholders of Valmont who
     are entitled to vote on the particular matter. Such notice would enable the
     stockholders to take action, including judicial action, in order to protect
     their interests.

     The Proposed Amendment  may make more difficult, or  delay, certain actions
     by a  person or  a group  seeking to  acquire a  substantial percentage  of
     Valmont's common stock, even  though such actions might  be desired by  the
     holders  of a  majority of  the  outstanding shares  of common  stock.   In
     addition,  the  following  provisions  of  Valmont's  corporate  governance
     documents summarized below may make more difficult, or delay, actions  by a
     person  seeking   to  obtain  control   of  Valmont:  the   Certificate  of
     Incorporation provision providing for a classified  board of directors, the
     Stockholder  Rights Plan,  certain  provisions  of  Valmont's  bylaws,  and
     certain provisions of Delaware law.

     Valmont's Certificate of Incorporation provides that its board of directors
     is divided into three classes, each of which is elected by the stockholders
     once every  three years.   The  classification of  directors means that  at
     least two annual  meetings of stockholders, rather than  one, are necessary
     in order to effect a change in a majority of board members.

     Valmont, in December 1995,  adopted a stockholder rights plan  by issuing a
     dividend  of one  preferred share  purchase right  (the "Rights")  for each
     outstanding share of common stock.  The Rights will become exercisable if a
     person or  group (other  than certain exempt  persons, including  Robert B.
     Daugherty  and  his  related  persons   and  entities  who  currently   own
     approximately  27% of  Valmont's  common  stock) acquires  15%  or more  of
     Valmont's common  stock or  announces a  tender offer  for 15%  or more  of
     Valmont's common stock.  Valmont can redeem the  rights at $.01 each at any
     time before a non-exempt person acquires 15% of Valmont's common stock.  If
     such a person  acquires 15% or more  of Valmont's common stock,  each Right
     would enable  a Valmont  stockholder (other than  the acquiring  person) to
     acquire Valmont  common stock having  a market value  of twice the  Right's
     exercise price  or in effect  at a 50%  discount to the  market price.   If
     Valmont were acquired by a merger  or similar transaction after such event,
     each Right  would enable  a Valmont stockholder  (other than  the acquiring
     person) to  buy shares of  the acquiring company  having a market  value of

     twice  the Right's exercise  price or in  effect at  a 50% discount  to the
     market price.

     Valmont's   bylaws  require   certain   advance  notice   procedures  which
     stockholders must follow  in order to  nominate a director  or present  any
     other business in  an annual stockholders' meeting.   Valmont's bylaws also
     provide that  special meetings  of stockholders may  be called only  by the
     president of Valmont,  who must  call such a  meeting at  the request of  a
     majority  of  the  board  of  directors.   Valmont's  bylaws  also  contain
     provisions that  reserve to the board of directors  the right to change the
     number of directors and to fill vacancies on the board of directors.

     Section 203  of the  General Corporation  Law of  the Delaware prohibits  a
     publicly-held   Delaware   corporation  from   engaging   in   a  "business
     combination" with an  "interested stockholder" for a period  of three years
     after the date of the transaction in which the person became  an interested
     stockholder,  unless upon consummation  of such transaction  the interested
     stockholder owned 85% of the voting stock of the corporation outstanding at
     the time the  transaction commenced or unless the  business combination is,
     or the  transaction in which  such person became an  interested stockholder
     was, approved in  a prescribed manner. A "business  combination" includes a
     merger, an asset sale  and any other  transaction resulting in a  financial
     benefit to  the interested stockholder.   An "interested stockholder"  is a
     person who, together with  affiliates and associates, owns  15% or more  of
     the corporation's voting stock.

     The Proposed  Amendment is not being recommended  in response to any effort
     to obtain control of Valmont and the Board of Directors is not aware of any
     such effort.

     The favorable  vote of the holders of a  majority of the outstanding shares
     of Valmont's common  stock entitled to vote  at the meeting is  required to
     approve the Proposed Amendment.

             The Board of Directors recommends a vote FOR the approval of
          Article XIII to the Certificate of Incorporation.

          APPROVAL OF THE VALMONT EXECUTIVE INCENTIVE PLAN

     The  Board of  Directors  has unanimously  approved  the Valmont  Executive
     Incentive Plan (the "Plan").  The Plan is designed to provide incentives to
     executive officers  of Valmont who have significant  responsibility for the
     success  and  growth  of  Valmont  and to  assist  Valmont  in  attracting,
     motivating and retaining executive officers on a competitive basis.

     Stockholder approval of the Plan is required if payments under the Plan are
     to be tax deductible as performance-based compensation under Section 162(m)
     of the Internal Revenue Code as enacted  in 1993.  Section 162(m) generally
     disallows a  tax deduction  for compensation  over $1  million  paid to  an
     executive officer  named  in the  Summary Compensation  Table, unless  such
     compensation qualifies  as performance-based.    No  payments will  be made
     under the Plan if the stockholders do not approve the Plan.

     The principal features of the Plan are described below:

     Administration of the Plan
     The Plan will be administered by the Compensation Committee of the Board of
     Directors (the "Committee").   The Committee will have  the sole discretion
     to  interpret the  Plan; approve  a  pre-established objective  performance
     measure or measures  annually; certify the level to  which each performance
     measure  was attained  prior to  any payment  under the  Plan; approve  the
     amount of awards made under the  Plan; and determine who shall receive  any
     payment under the Plan.

     The  Committee  will  have  full  power and  authority  to  administer  and
     interpret the Plan and  to adopt such rules, regulations and guidelines for
     the  administration of the Plan and for  the conduct of its business as the
     Committee deems necessary or advisable.  The Committee's interpretations of
     the Plan, and  all actions taken  and determinations made by  the Committee
     pursuant to the  powers vested  in it  hereunder,  will  be conclusive  and
     binding on all parties  concerned, including Valmont, its stockholders  and
     any person receiving an award under the Plan.

     Eligibility
     Executive officers  and other key  management personnel of Valmont  will be
     eligible to  receive awards under the  Plan.  The  Committee will designate
     the  executive  officers  and  other  key  management  personnel  who  will
     participate in the Plan each year.

     Awards
     The  Committee will  establish  annual  and/or  long-term  incentive  award
     targets for  participants prior  to the beginning  of each fiscal  year (or
     such later date  as may be permitted  under Section 162(m) of  the Internal
     Revenue  Code); provided,  if an  individual  becomes an  executive officer
     during  the  year,  such  individual  may be  granted  eligibility  for  an
     incentive award  for that year  upon such individual becoming  an executive
     officer. Since  the number  of participants  may change over  time and  the
     selection of participants is discretionary, it is not possible to determine
     the number of persons who will be eligible for awards under the Plan during
     its  term.   However,  it  is  anticipated  that  approximately  [        ]
     individuals, including Valmont's Chief  Executive Officer, will participate
     in the Plan.

     The  Committee  will  also establish  annual  and/or  long-term performance
     targets which must be achieved in order for an award to be earned under the
     Plan.   Such targets  will be based  on cash earnings,  earnings per share,
     growth in cash  earnings per share, achievement of  annual operating profit
     plans,  return  on  equity performance,  or  similar  financial performance
     measures as  may be determined  by the Committee. The  specific performance
     targets  for  each  participant  will  be established  in  writing  by  the
     Committee within ninety days after  the commencement of the fiscal year  to
     which  the performance  target relates.    The performance  target will  be
     established in such  a manner that  a third party  having knowledge of  the
     relevant facts could determine whether the performance goal has been met.

     Awards will  be payable following  the completion of the  applicable fiscal
     year  upon  certification  by  the  Committee  that  Valmont  achieved  the

     specified   performance   targets    established   for   the   participant.
     Notwithstanding  the attainment  by Valmont  of  the specified  performance
     targets, the Committee has the  discretion, for each participant, to reduce
     some or  all of an award  that would otherwise be  paid. In no event  may a
     participant receive  an award of more than  400% of such participant's base
     salary under the Plan in any fiscal year; for this purpose, a participant's
     base salary will  be the base  salary in effect at  the time the  Committee
     establishes the performance targets for a fiscal year or period. 

     Effective Date, Amendments and Termination
     The Plan becomes effective beginning with fiscal 1996, upon approval by the
     stockholders of  Valmont. The Committee may  at any time  terminate or from
     time to time amend  the Plan in whole or in part, but  no such action shall
     adversely  affect any  rights or  obligations  with respect  to any  awards
     theretofore  made under  the Plan.    However, unless  the stockholders  of
     Valmont shall  have first approved thereof, no  amendment of the Plan shall
     be effective which would  increase the maximum amount which can  be paid to
     any one executive  officer under the Plan  in any fiscal year,  which would
     change  the specified  performance goals  for payment  of awards,  or which
     would modify  the requirement  as to eligibility  for participation  in the
     Plan.

     Vote Required for Approval
     The favorable vote of the holders  of a majority of the outstanding  shares
     of Valmont's common stock present in person or represented by proxy  at the
     meeting is required for approval of the Plan.

           The Board of Directors recommends a vote FOR the approval of
                       the Valmont Executive Incentive Plan.

     APPROVAL OF THE VALMONT 1996 STOCK PLAN

     General
     Valmont's Board of  Directors has adopted the Valmont 1996  Stock Plan (the
     "Plan"), subject to stockholder approval. The Board of Directors recognizes
     the  value  of stock  incentives  in assisting  Valmont  in the  hiring and
     retaining  of  management  personnel  and  in  enhancing  of the  long-term
     mutuality  of  interest  between Valmont  stockholders  and  its directors,
     officers and  employees. Since only  120,000 shares of common  stock remain
     available  for grant  under Valmont's  current  stock plans,  the Board  of
     Directors has  approved the Plan  which authorizes  the issuance  of up  to
     800,000 shares of Valmont common stock.

     Under the Plan,  the Compensation Committee (the "Committee")  of the Board
     may grant stock  options, stock appreciation  rights, restricted stock  and
     stock  bonuses  to  officers  and   other  employees  of  Valmont  and  its
     subsidiaries.   The number  of grantees  may vary  from year  to year.  The
     number of employees eligible to participate in  the Plan is estimated to be
     approximately 75. The Committee administers the Plan and its determinations
     are binding upon all persons participating in the Plan. 

     The maximum  number of shares of Valmont's common  stock that may be issued
     under the Plan is 800,000. Any  shares of common stock subject to  an award
     which for any reason are cancelled, terminated or otherwise settled without
     the issuance  of any common stock are again  available for awards under the
     Plan. The maximum  number of  shares of  common stock which  may be  issued
     under the Plan  to any one employee  shall not exceed 40% of  the aggregate
     number of shares  of common stock  that may be issued  under the Plan.  The
     shares may be  unissued shares  or treasury shares.   If  there is a  stock
     split, stock dividend, recapitalization, or other relevant change affecting
     Valmont's  common  stock,  appropriate  adjustments  may  be  made  by  the
     Committee in  the number of shares issuable in the future and in the number
     of shares and price under all outstanding grants made before the event.

     Grants Under the Plan
     Stock  Options   for  Employees.     The  Committee  may   grant  employees
     nonqualified options  and options  qualifying as  incentive stock  options.
     The  option price  of either  a nonqualified stock  option or  an incentive
     stock option will be the fair market value of the  common stock on the date
     of grant.  Options qualifying as  incentive stock options must meet certain
     requirements of the Internal  Revenue Code, including the  requirement that
     the aggregate fair market value of the common stock (determined at the time
     of  the  grant  of the  option)  with  respect to  which  such  options are
     exercisable for  the first  time by  an employee during  any calendar  year
     shall not  exceed $100,000.  To exercise an option, an employee may pay the
     option price  in cash,  or if  permitted by  the Committee,  by withholding
     shares otherwise issuable on exercise of the option  or by delivering other
     shares  of common stock if such shares  have been owned by the optionee for
     at least six months. The term of each option will be fixed by the Committee
     but may not  exceed ten years from the  date of grant.   The Committee will
     determine the time or times when  each option is exercisable.  Options  may
     be made exercisable in installments,  and the exercisability of options may
     be accelerated by the Committee. All outstanding options become immediately
     exercisable in the event of a change-in-control of Valmont.

     Replacement  Options.  The Committee may grant  a replacement option to any
     employee who exercises  all or part of an option  using "qualifying stock".
     A replacement option grants to the employee the right to purchase,  at fair
     market value  as of  the date  of said  exercise and  grant, the  number of
     shares of  stock used by the employee in payment  of the purchase price for
     the option or in connection with applicable withholding taxes on the option
     exercise.  A  replacement  option  may  not be  exercised  for  six  months
     following the date  of grant, and  expires on the  same date as  the option
     which it replaces.  "Qualifying stock" is stock which has been owned by the
     employee for  at least six months prior to the date of exercise and has not
     been used  in a stock-for-stock  swap transaction within the  preceding six
     months. 

     Stock Appreciation  Rights. The Committee  may grant  a stock  appreciation
     right (an "SAR")  in conjunction with an  option granted under the  Plan or
     separately from any option.  Each SAR granted in tandem with  an option may
     be exercised only to the extent that the corresponding option is exercised,
     and such SAR  terminates upon termination or exercise  of the corresponding
     option.  Upon the exercise of an SAR granted in  tandem with an option, the
     corresponding option will terminate.  SAR's granted separately from options

     may be granted on such  terms and conditions as the  Committee establishes.
     If an  employee exercises  an SAR,  the employee  will generally receive  a
     payment equal  to  the excess  of the  fair  market value  at the  time  of
     exercise  of the shares  with respect to  which the SAR  is being exercised
     over the price of such shares as fixed by the Committee at the time the SAR
     was granted.   Payment may be  made in  cash, in shares  of Valmont  common
     stock, or any combination of cash and shares as the Committee determines.

     Restricted Stock.  The Committee  may grant awards  of restricted  stock to
     employees  under the  Plan.   The  restrictions  on  such shares  shall  be
     established by the  Committee, which may  include restrictions relating  to
     continued employment and Valmont financial performance.  The  Committee may
     issue  such  restricted  stock  awards  without any  cash  payment  by  the
     employee, or with  such cash payment as  the Committee may determine.   The
     Committee has the right to accelerate the vesting  of restricted shares and
     to  waive any  restrictions.   All  restrictions lapse  in the  event  of a
     change-in-control of Valmont.

     Stock Bonuses.  The Committee may grant a bonus in shares of Valmont common
     stock to employees under  the Plan.  Such stock  bonuses may be in lieu  of
     cash compensation otherwise payable to such employee, or may be in addition
     to such cash compensation.

     Director Participation.  Each non-employee  director will receive under the
     Plan (i) an annual award of 1,000 shares of common stock and (ii) an annual
     award of  a  nonqualified stock  option for  2,000 shares  of common  stock
     exercisable at the  fair market value of Valmont's common stock on the date
     of grant. These awards shall be made annually on  the date of and following
     completion of Valmont's  annual stockholders' meeting, commencing  with the
     1996 annual stockholders' meeting. The common stock award will be forfeited
     if  the director's  services terminate  for  any reason  other than  death,
     retirement from  the board at  mandatory retirement age, or  resignation or
     failure to  stand  for re-election,  in  any such  case  without the  prior
     approval of the board.

     Tax  Withholding.    The  Committee  may  permit  an  employee  to  satisfy
     applicable federal,  state and  local income  tax withholding  requirements
     through the delivery  to Valmont  of previously-acquired  shares of  common
     stock or  by having shares  otherwise issuable under  the Plan withheld  by
     Valmont.

     Other Information.   Awards under the Plan  are not transferable except  by
     will or the laws  of descent and distribution and may  be exercised only by
     the grantee during his or her lifetime. The Board may terminate the Plan at
     any time  but such termination shall  not affect any  stock options, SAR's,
     restricted stock or stock  bonuses then outstanding under the Plan.  Unless
     terminated by action of  the Board, the Plan will continue  in effect until
     December 31, 2005, but awards granted  prior to such date will continue  in
     effect  until they expire  in accordance with  their terms.   The Board may
     also amend the Plan  as it deems advisable. All material  amendments to the
     Plan must be submitted to the stockholders for their approval to the extent
     required by  Rule 16b-3  promulgated under the  Securities Exchange  Act of
     1934 as amended.

     Federal Income Tax Consequences
     With respect to  incentive stock options, if  the holder of an  option does
     not dispose of the shares acquired  upon exercise of the option within  one
     year from the transfer of such shares to such employee, or within two years
     from the date  the option to  acquire such shares  is granted, for  federal
     income tax purposes (i) the optionee  will not recognize any income at  the
     time of the  exercise of  the option; (ii)  the excess of  the fair  market
     value of  the shares as of the date of  exercise over the option price will
     constitute an "item of adjustment"  for purposes of the alternative minimum
     tax;  and (iii)  the  difference between  the option  price and  the amount
     realized upon the sale of the shares  by the optionee will be treated as  a
     long-term capital gain  or loss.  Valmont  will not be allowed  a deduction
     for  federal income  tax purposes  in connection  with the  granting  of an
     incentive stock option or the issuance of shares thereunder.

     With respect to the grant of options which are not incentive stock options,
     the person receiving an option will recognize no income on receipt thereof.
     Upon  the exercise  of the  option,  the optionee  will recognize  ordinary
     income  in the amount  of the difference  between the option  price and the
     fair  market  value of  the shares  on  the date  the option  is exercised.
     Valmont will receive an equivalent deduction at that time.  

     With  respect to  restricted stock awards  and bonuses of  common stock, an
     amount equal to  the fair market value of the Valmont shares distributed to
     the employee (in excess of any purchase price paid by the employee) will be
     includable in the employee's gross income at the time of receipt unless the
     award is  not transferable and subject to  a substantial risk of forfeiture
     as  defined in  Section  83 of  the  Internal Revenue  Code  (a "Forfeiture
     Restriction"). If  an employee  receives an award  subject to  a Forfeiture
     Restriction, the  employee may elect  to include  in gross income  the fair
     market value of the award. In the absence of such an election, the employee
     will include in  gross income the fair market value of the award subject to
     a Forfeiture Restriction on the earlier of the date such restrictions lapse
     or the  date the  award  becomes transferable.  Valmont  is entitled  to  a
     deduction at the  time and in the  amount income is  included in the  gross
     income of an employee.

     With respect to stock  appreciation rights, the amount of any  cash (or the
     fair  market value  of any common  stock) received  upon the exercise  of a
     stock appreciation right will be subject to ordinary income tax in the year
     of receipt and Valmont will be entitled to a deduction for such amount.

     Vote Required
     The favorable vote of  the holders of a majority of  the outstanding shares
     of Valmont's common  stock present in person or represented by proxy at the
     meeting is required for approval of the Plan.

           The Board of Directors recommends a vote FOR 
           the approval of the Valmont 1996 Stock Plan.

     Independent Public Accountants

     The firm of KPMG  Peat Marwick has been appointed by the Board of Directors
     to conduct the 1996 audit of the  Company's financial statements.  The same
     firm  conducted the  1995  audit.   The Board  of  Directors requests  that
     shareholders  ratify this  appointment.   A  representative from  KPMG Peat
     Marwick LLP will be present at the  Shareholders' Meeting and will have the
     opportunity to make a statement and to respond to appropriate questions.

     Shareholder Proposals

     Shareholder proposals intended  to be presented at the  next annual meeting
     of shareholders must  be received by the Company no later than November 24,
     1996  in order to  be considered for  inclusion in the  proxy statement for
     such meeting.

     Other Matters

     The  Board of  Directors does  not  know of  any matter,  other  than those
     described above, that may be presented for  action at the Annual Meeting of
     Shareholders.   If any other  matter or  proposal should  be presented  and
     should properly come before  the meeting for  action, the persons named  in
     the accompanying proxy will vote upon such matter and upon such proposal in
     accordance with their best judgment.

             By Order of the Board of Directors

             Thomas P. Egan, Jr. 
             Secretary
             Valmont Industries, Inc.

     PROXY CARD
     Valmont Industries, Inc.
     Proxy for the Annual Meeting of Shareholders on April 22, 1996
     The undersigned  hereby constitutes  and appoints Robert  B. Daugherty  and
     Mogens C. Bay, or either of them, or any  substitute appointed by either of
     them,  the  undersigned's  agents,  attorneys   and  proxies  to  vote,  as
     designated below, the number of shares the undersigned would be entitled to
     vote  if personally present  at the Annual  Meeting of the  Shareholders of
     Valmont Industries, Inc., to be held  at the Joslyn Art Museum, 2200  Dodge
     Street, Omaha, Nebraska  68102, on April 22, 1996, at 2:00 p.m., local time
     or at any adjournments thereof.
     1)      ELECTION OF DIRECTORS
       [  ]  FOR all nominees listed below (except as marked to the contrary
             below)     
       [  ]  WITHHOLD AUTHORITY to vote for all nominees listed below
     ___________________________________________________________________________
       Mogens C. Bay
       John E. Jones

       Walter Scott, Jr.
     (Instruction:   To withhold authority  to vote for any  individual nominee,
     write the nominee's name on the space provided below.)

     ___________________________________________________________________________
     2)      Proposal to amend the Valmont 1988 Stock Plan.
       [  ] FOR        [  ] AGAINST            [  ] ABSTAIN
     3)      Proposal to approve the Valmont Executive Incentive Plan.
       [  ] FOR        [  ] AGAINST            [  ] ABSTAIN
     4)      Proposal to approve the Valmont 1996 Stock Plan.
       [  ] FOR        [  ] AGAINST            [  ] ABSTAIN
     5)      Proposal to amend the Certificate of Incorporation to eliminate
             shareholder action without a meeting.
       [  ] FOR        [  ] AGAINST            [  ] ABSTAIN
     6)      PROPOSAL to ratify the appointment of KPMG Peat Marwick LLP as 
             independent accountants for fiscal 1996.
       [  ] FOR        [  ] AGAINST            [  ] ABSTAIN
     7)      IN THEIR DISCRETION, the Proxies are authorized to vote upon such 
             other business as may properly come before the meeting.

     THIS PROXY IS SOLICITED  ON BEHALF OF THE BOARD  OF DIRECTORS.  THIS  PROXY
     WHEN PROPERLY  EXECUTED WILL BE VOTED IN THE  MANNER DIRECTED HEREIN BY THE
     UNDERSIGNED SHAREHOLDER.   IF PROPERLY  EXECUTED AND NO DIRECTION  IS MADE,
     THIS 
     PROXY WILL BE VOTED FOR ALL PROPOSALS.

     Dated     this    ___     day    of     _______________,     1996.         
     Signature_______________________

        Signature_________________________________
        (When signing as attorney, executor, administrator, 
        trustee, guardian or conservator, designate full title.  
        All joint tenants must sign.

                                      APPENDICES

                               VALMONT 1996 STOCK PLAN

                                      SECTION 1

                                   NAME AND PURPOSE

          1.1  Name.  The name of the plan shall be the Valmont 1996  Stock Plan
     (the "Plan").

          1.2. Purpose of Plan. The purpose of the Plan is to foster and promote
     the  long-term financial  success of the  Company and  increase stockholder
     value by (a) motivating superior  performance by means of stock incentives,
     (b) encouraging and providing for  the acquisition of an ownership interest
     in the Company  by Employees and  (c) enabling the  Company to attract  and
     retain  the services  of a  management team  responsible for  the long-term
     financial success of the Company.

                                      SECTION 2

                                     DEFINITIONS

          2.1  Definitions.   Whenever used  herein, the  following terms  shall
     have the respective meanings set forth below:

          (a)  "Act" means the Securities Exchange Act of 1934, as amended.

          (b)  "Award"  means any  Option, Stock Appreciation  Right, Restricted
               Stock,  Stock Bonus, or any combination thereof, including Awards
               combining two or more types of Awards in a single grant.

          (c)  "Board" means the Board of Directors of the Company.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended.

          (e)  "Committee"  means the Compensation Committee of the Board, which
               shall  consist of  two  or more  members, each  of whom  shall be
               "disinterested  persons"  within  the meaning  of  Rule  16b-3 as
               promulgated under the Act.

          (f)  "Company" means Valmont Industries,  Inc., a Delaware corporation
               (and any successor thereto) and its Subsidiaries.

          (g)  "Director Award" means an award of Stock and an annual Award of a
               Nonstatutory  Stock  Option  granted  to  each Eligible  Director
               pursuant to  Section 7.1 without any  action by the Board  or the
               Committee.

          (h)  "Eligible Director"  means a person who is serving as a member of
               the Board and who is not an Employee.

          (i)  "Employee"  means any  employee  of  the Company  or  any of  its
               Subsidiaries.

          (j)  "Fair Market Value" means, on any  date, the average of the  high
               and low  sales prices of  the Stock  as reported on  the National
               Association of Securities Dealers Automated Quotation  system (or
               on such other recognized market  or quotation system on which the
               trading prices of the Stock are traded or quoted at the  relevant
               time)  on such  date.   In  the  event that  there  are no  Stock
               transactions  reported on such  system (or such  other system) on
               such date, Fair  Market Value shall mean the average  of the high
               and low  sale prices on  the immediately preceding date  on which
               Stock transactions were so reported.

          (k)  "Option" means the  right to purchase Stock at a stated price for
               a specified period  of time. For purposes of the  Plan, an Option
               may be either (i) an Incentive Stock Option within the meaning of
               Section 422 of the Code or (ii) a Nonstatutory Stock Option.

          (l)  "Participant" means any  Employee designated by the  Committee to
               participate in the Plan.

          (m)  "Plan" means the Valmont 1996 Stock Plan, as  in effect from time
               to time.

          (n)  "Restricted  Stock" shall  mean a  share  of Stock  granted to  a
               Participant subject  to such  restrictions as  the Committee  may
               determine.

          (o)  "Stock" means  the Common Stock  of the Company, par  value $1.00
               per share.

          (p)  "Stock Appreciation Right" means the right, subject to such terms
               and  conditions as  the Committee  may determine,  to receive  an
               amount in cash or Stock, as determined by the Committee, equal to
               the  excess of  (i) the Fair  Market Value,  as of the  date such
               Stock  Appreciation Right is  exercised, of the  number shares of
               Stock covered  by the  Stock Appreciation  Right being  exercised
               over (ii) the aggregate exercise price of such Stock Appreciation
               Right.

          (q)  "Stock Bonus" means  the grant of Stock as  compensation from the
               Company, which may be in lieu of cash salary or bonuses otherwise
               payable  to  the  Participant   or  in  addition  to   such  cash
               compensation.

          (r)  "Subsidiary"  means any corporation  or partnership in  which the
               Company owns,  directly or indirectly,  50% or more of  the total
               combined voting power of all classes of stock of such corporation
               or  of   the  capital  interest  or  profits   interest  of  such
               partnership.

          2.2  Gender  and  Number.   Except  when  otherwise indicated  by  the
     context, words in the  masculine gender used in the Plan  shall include the
     feminine  gender, the  singular shall  include the  plural, and  the plural
     shall include the singular.

                                      SECTION 3

                            ELIGIBILITY AND PARTICIPATION

          Except as otherwise provided in Section 7.1, the only persons eligible
     to  participate in  the  Plan  shall be  those  Employees selected  by  the
     Committee as Participants.

                                      SECTION 4

                               POWERS OF THE COMMITTEE

          4.1  Power to Grant.   The Committee shall determine  the Participants
     to whom Awards shall be granted, the type or types of Awards to be granted,
     and the terms and conditions  of any and all such Awards. The Committee may
     establish different terms and conditions for different types of Awards, for
     different Participants receiving the  same type of Awards, and for the same
     Participant for  each Award  such Participant may  receive, whether  or not
     granted at different times.

          4.2  Administration.    The  Committee shall  be  responsible  for the
     administration of the  Plan. The Committee, by majority  action thereof, is
     authorized to prescribe, amend, and rescind rules and  regulations relating
     to the Plan,  to provide for  conditions deemed  necessary or advisable  to
     protect the interests of the Company, and to make  all other determinations
     necessary or  advisable for  the administration  and interpretation  of the
     Plan in  order to  carry out its  provisions and  purposes. Determinations,
     interpretations, or other  actions made or taken by  the Committee pursuant
     to the provisions of the Plan  shall be final, binding, and conclusive  for
     all purposes and upon all  persons. Notwithstanding anything else contained
     in the Plan to the contrary, neither the Committee nor the Board shall have
     any  discretion regarding whether an Eligible  Director receives a Director
     Award pursuant  to Section 7.1 or regarding the  terms of any such Director
     Award, including, without  limitation, the number of shares  subject to any
     such Director Award.

                                      SECTION 5

                                STOCK SUBJECT TO PLAN

          5.1  Number.  Subject to the provisions of Section  5.3, the number of
     shares of  Stock subject  to Awards (including  Director Awards)  under the
     Plan may not  exceed 800,000 shares  of Stock. The  shares to be  delivered
     under the  Plan may  consist, in  whole or  in part,  of treasury  Stock or
     authorized  but unissued  Stock, not  reserved for  any other  purpose. The
     maximum number  of shares  of Stock  with respect  to which  Awards may  be

     granted  to any one Employee under the  Plan is 40% of the aggregate number
     of shares of Stock available for Awards under Section 5.1.

          5.2  Cancelled, Terminated or  Forfeited Awards.  Any shares  of Stock
     subject to  an Award  which  for any  reason are  cancelled, terminated  or
     otherwise  settled  without  the  issuance  of any  Stock  shall  again  be
     available for Awards under the Plan.

          5.3  Adjustment in  Capitalization. In the event of any Stock dividend
     or  Stock  split,  recapitalization  (including,  without  limitation,  the
     payment of an extraordinary dividend), merger, consolidation,  combination,
     spin-off, distribution  of assets to  stockholders, exchange of  shares, or
     other similar corporate change, (i) the aggregate number of shares of Stock
     available for Awards  under Section 5.1 and  (ii) the number of  shares and
     exercise  price with respect  to Options and the  number, prices and dollar
     value  of other  Awards, may  be appropriately  adjusted by  the Committee,
     whose determination  shall be  conclusive.  If, pursuant  to the  preceding
     sentence, an adjustment is made to the number of shares of Stock authorized
     for issuance under the Plan, a  corresponding adjustment shall be made with
     respect to Director Awards granted pursuant to Section 7.1.

                                      SECTION 6

                                    STOCK OPTIONS

          6.1  Grant of Options.  Options may be granted to Participants at such
     time  or times as  shall be determined  by the Committee.   Options granted
     under  the Plan may be  of two types: (i) Incentive  Stock Options and (ii)
     Nonstatutory Stock Options. The Committee shall have complete discretion in
     determining the number of Options, if any, to be granted to  a Participant.
     Each Option  shall be evidenced  by an Option agreement  that shall specify
     the type of Option granted, the exercise price, the duration of the Option,
     the  number   of  shares  of  Stock  to  which  the  Option  pertains,  the
     exercisability (if any) of  the Option in the  event of death,  retirement,
     disability  or   termination  of  employment,  and  such  other  terms  and
     conditions not inconsistent with the Plan as the Committee shall determine.

          6.2  Option Price.   Nonstatutory  Stock Options  and Incentive  Stock
     Options granted pursuant to the Plan shall have an exercise price  which is
     not less than the Fair Market Value on the date the Option is granted.

          6.3  Exercise of Options.  Options  awarded to a Participant under the
     Plan  shall  be exercisable  at such  times  and shall  be subject  to such
     restrictions and  conditions as  the Committee may  impose, subject  to the
     Committee's right  to accelerate the  exercisability of such Option  in its
     discretion. Notwithstanding the  foregoing, no Option shall  be exercisable
     for more than ten years after the date on which it is granted.

          6.4  Payment.   The Committee shall establish procedures governing the
     exercise of Options, which shall require that written notice of exercise be
     given  and  that  the  Option  price  be  paid  in  full  in  cash or  cash
     equivalents,  including by  personal  check,  at the  time  of exercise  or
     pursuant to any arrangement that the Committee shall approve. The Committee

     may, in  its discretion, permit a Participant to  make payment (i) in Stock
     already owned by  the Participant valued  at its Fair  Market Value on  the
     date  of exercise (if such  Stock has been owned by  the Participant for at
     least six  months) or  (ii) by electing  to have  the Company  retain Stock
     which would otherwise  be issued on exercise  of the Option, valued  at its
     Fair Market  Value on the  date of exercise.  As soon as  practicable after
     receipt of  a written  exercise notice and  full payment   of  the exercise
     price,  the Company  shall  deliver  to the  Participant  a certificate  or
     certificates representing the acquired shares of Stock.

          6.5  Incentive Stock Options.  Notwithstanding anything in the Plan to
     the contrary,  no term  of this  Plan relating to  Incentive Stock  Options
     shall  be interpreted,  amended or  altered,  nor shall  any discretion  or
     authority granted under the  Plan be so exercised, so as  to disqualify the
     Plan  under  Section  422 of  the  Code,  or, without  the  consent  of any
     Participant  affected  thereby,   to  cause  any  Incentive   Stock  Option
     previously  granted to fail to qualify for the Federal income tax treatment
     afforded under Section 421 of the  Code.  In furtherance of the  foregoing,
     (i) the  aggregate Fair Market Value of shares  of Stock (determined at the
     time of grant of each Option) with respect to which Incentive Stock Options
     are exercisable for  the first time by an Employee during any calendar year
     shall  not exceed $100,000 or  such other amount as  may be required by the
     Code, (ii) an Incentive  Stock Option may not be exercised  more than three
     months following  termination of  employment (except  as the  Committee may
     otherwise determine in the event of death or disability), and (iii)  if the
     Employee  receiving an  Incentive Stock Option  owns Stock  possessing more
     than 10% of the  total combined voting power of all classes of Stock of the
     Company, the exercise price of  the Option shall be  at least 110% of  Fair
     Market Value and the Option shall  not be exercisable after the  expiration
     of five years from the date of grant.

          6.6  Replacement  Options.    The Committee  may  grant  a replacement
     option (a "Replacement  Option") to any Employee who  exercises all or part
     of an  option granted  under this  Plan using Qualifying  Stock (as  herein
     defined) as payment  for the  purchase price.   A Replacement Option  shall
     grant to the Employee the right to purchase, at the Fair Market Value as of
     the date of said exercise and grant, the number of shares of stock equal to
     the sum of the  number of whole shares (i) used by  the Employee in payment
     of the  purchase price for the option which was  exercised and (ii) used by
     the  Employee  in connection  with  applicable  withholding  taxes on  such
     transaction.   A Replacement  Option may  not be  exercised for  six months
     following the  date of  grant, and  shall expire on  the same  date as  the
     option which  it replaces.  Qualifying Stock is  stock which has been owned
     by the Employee for at least  six months prior to the date of  exercise and
     has  not  been  used  in  a stock-for-stock  swap  transaction  within  the
     preceding six months.

                                      SECTION 7

                                   DIRECTOR AWARDS

              7.1  Amount  of Award.  Each Eligible Director shall receive
          a non-discretionary  Award of 1,000  shares of stock  each year;

          such Award shall be made  annually on the date of  and following
          completion  of  the   Company's  annual  stockholders'   meeting
          (commencing with  the 1996  annual stockholders'  meeting). Each
          Eligible Director shall be issued a common stock certificate for
          such  number of shares.  Termination of the  director's services
          for any  reason other than  (i) death, (ii) retirement  from the
          Board  at  mandatory  retirement age,  or  (iii)  resignation or
          failure  to stand  for re-election,  in any  such case  with the
          prior approval  of the Board,  will result in forfeiture  of the
          Stock. If the Stock is  forfeited, the director shall return the
          number of forfeited shares of Stock, or equivalent value, to the
          Company. The  number of shares  of Stock awarded to  an Eligible
          Director annually shall  be appropriately adjusted in  the event
          of any stock  changes as described in Section  5.3. In addition,
          each Eligible Director shall  receive a non-discretionary  Award
          of  a  Nonqualified  Stock  Option  for  2,000 shares  of  Stock
          exercisable  at the  Fair Market Value  of the  Company's common
          stock on the date of grant; such Award shall be made annually on
          the date  of and  following completion  of the  Company's annual
          stockholders'   meeting   (commencing  with   the   1996  annual
          stockholders'  meeting).  The  number  of  nonqualified  options
          awarded to  a director  shall be appropriately  adjusted in  the
          event of any stock changes as described in Section 5.3.

              7.2  No  Other Awards.    An  Eligible  Director  shall  not
          receive any other Award under the Plan.

                                      SECTION 8

                              STOCK APPRECIATION RIGHTS

              8.1  SAR's  In  Tandem  with Options.    Stock  Appreciation
          Rights may be granted to  Participants in tandem with any Option
          granted under the Plan, either at or after the time of the grant
          of  such  Option,  subject to  such  terms  and  conditions, not
          inconsistent with the  provisions of the Plan,  as the Committee
          shall determine.  Each Stock  Appreciation Right  shall only  be
          exercisable  to  the  extent that  the  corresponding  Option is
          exercisable, and shall terminate upon termination or exercise of
          the corresponding  Option.    Upon the  exercise  of  any  Stock
          Appreciation Right, the corresponding Option shall terminate.

              8.2  Other Stock  Appreciation Rights.   Stock  Appreciation
          Rights may also be  granted to Participants separately from  any
          Option, subject to  such terms and conditions,  not inconsistent
          with  the  provisions  of  the  Plan,  as  the  Committee  shall
          determine.

                                      SECTION 9

                                  RESTRICTED STOCK

              9.1  Grant of  Restricted Stock.   The  Committee may  grant
          Restricted  Stock  to Participants  at  such times  and  in such
          amounts,  and subject  to  such other  terms and  conditions not
          inconsistent with the Plan as it shall determine.  Each grant of
          Restricted  Stock shall be  subject to such  restrictions, which
          may relate to continued employment with the Company, performance
          of the  Company,  or other  restrictions, as  the Committee  may
          determine. Each grant of Restricted Stock shall be evidenced  by
          a written agreement setting forth the terms of such Award.

              9.2  Removal of Restrictions.  The Committee may  accelerate
          or waive such  restrictions in whole or  in part at any  time in
          its discretion.

                                     SECTION 10

                                    STOCK BONUSES

              10.1  Grant  of Stock Bonuses.   The  Committee may grant  a
          Stock Bonus to a Participant at such times and  in such amounts,
          and  subject to such other terms and conditions not inconsistent
          with the Plan, as it shall determine.

                                     SECTION 11

                  AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

              11.1 General.  The Board may from time to time amend, modify
          or terminate any  or all of the provisions  of the Plan, subject
          to  the provisions  of this  Section 11.1.    The Board  may not
          change the  Plan in  a  manner which  would prevent  outstanding
          Incentive  Stock Options  granted  under  the  Plan  from  being
          Incentive Stock  Options without  the consent  of the  optionees
          concerned. Furthermore,  the Board  may not  make any  amendment
          which  would   (i)  materially  modify   the  requirements   for
          participation in the Plan, (ii) increase the number of shares of
          Stock subject to Awards under  the Plan pursuant to Section 5.1,
          (iii) materially increase the benefits  accruing to Participants
          under the  Plan, or (iv)  make any other amendments  which would
          cause the Plan not  to comply with Rule 16b-3 under  the Act, in
          each  case without the  approval of the  Company's stockholders.
          No  amendment or  modification shall  affect the  rights of  any
          Employee with respect to  a previously granted Award,  nor shall
          any amendment or modification affect the rights of  any Eligible
          Director pursuant to a previously granted Director Award.

              11.2 Termination  of  Plan.   No  further  Options  shall be
          granted under the Plan subsequent  to December 31, 2005, or such
          earlier date as may be determined by the Board.

                                     SECTION 12

                              MISCELLANEOUS PROVISIONS

              12.1 Nontransferability of Awards.   No Awards granted under
          the  Plan  may  be  sold,  transferred,  pledged,  assigned,  or
          otherwise  alienated or hypothecated,  other than by  will or by
          the laws of  descent and distribution.  All  rights with respect
          to  Awards granted  to a  Participant  under the  Plan shall  be
          exercisable  during  the  Participant's lifetime  only  by  such
          Participant and all rights  with respect to any  Director Awards
          granted to an Eligible Director shall be exercisable  during the
          Director's lifetime only by such Eligible Director.

              12.2 Beneficiary Designation.   Each  Participant under  the
          Plan may from time to time name any beneficiary or beneficiaries
          (who  may be  named  contingent  or  successively) to  whom  any
          benefit under the Plan is to be paid or by whom  any right under
          the  Plan  is  to  be  exercised in  case  of  his  death.  Each
          designation  will  revoke  all prior  designations  by  the same
          Participant shall be in a  form prescribed by the Committee, and
          will be effective  only when filed in writing  with the Company.
          In the absence  of any such  designation, Awards outstanding  at
          death may be exercised by the Participant's surviving spouse, if
          any, or otherwise by his estate.

              12.3 No   Guarantee of Employment or Participation.  Nothing
          in the  Plan shall interfere with or limit  in any way the right
          of the Company or any Subsidiary  to terminate any Participant's
          employment  at any  time,  nor confer  upon any  Participant any
          right  to  continue  in  the   employ  of  the  Company  or  any
          Subsidiary.  No Employee shall have a  right to be selected as a
          Participant, or, having been so  selected, to receive any future
          Awards.

              12.4 Tax Withholding.  The  Company shall have the power  to
          withhold, or require a Participant or Eligible Director to remit
          to the Company, an amount sufficient  to satisfy federal, state,
          and local  withholding tax requirements  on any Award  under the
          Plan, and  the Company  may defer issuance  of Stock  until such
          requirements  are   satisfied.  The   Committee   may,  in   its
          discretion,  permit  a  Participant to  elect,  subject  to such
          conditions as the Committee shall  impose, (i) to have shares of
          Stock otherwise issuable under the Plan withheld by the  Company
          or (ii) to deliver to  the Company previously acquired shares of
          Stock, in  each case  having a Fair  Market Value  sufficient to
          satisfy  all  or  part  of  the  Participant's  estimated  total
          federal,  state and  local tax  obligation  associated with  the
          transaction.

              12.5 Change of Control.  On the date of a Change of Control,
          all  outstanding options  and  stock  appreciation rights  shall
          become immediately exercisable and all restrictions with respect

          to  Restricted Stock  shall lapse.   "Change  of Control"  shall
          mean: 

              (i)  The  acquisition (other than  from the Company)  by any
                   person,  entity  or  "group",  within  the  meaning  of
                   Section  13(d)(3) or 14(d)(2) of the Act (excluding any
                   acquisition  or holding  by  (i)  the  Company  or  its
                   subsidiaries,  (ii) any  employee benefit  plan  of the
                   Company or  its subsidiaries which  acquires beneficial
                   ownership of voting securities of the Company and (iii)
                   Robert B. Daugherty, his successors and assigns and any
                   tax-exempt  entity established  by  him) of  beneficial
                   ownership (within the meaning of Rule 13d-3 promulgated
                   under  the Act)  of  50%  or more  of  either the  then
                   outstanding  shares  of  common stock  or  the combined
                   voting  power of the  Company's then outstanding voting
                   securities entitled  to vote generally in  the election
                   of directors; or

              (ii) Individuals  who, as of the date hereof, constitute the
                   Board (as  of the  date hereof  the "Incumbent  Board")
                   cease  for any reason to constitute at least a majority
                   of  the  Board,  provided that  any  person  becoming a
                   director subsequent to the  date hereof whose election,
                   or  nomination  for  the  election  by  the   Company's
                   stockholders, was  approved by  a  vote of  at least  a
                   majority of the directors then comprising the Incumbent
                   Board shall be,  for purposes of this  Plan, considered
                   as though such  person were a  member of the  Incumbent
                   Board; or

             (iii) Approval  by the  stockholders  of  the  Company  of  a
                   reorganization, merger or consolidation, in each  case,
                   with respect to which persons who were the stockholders
                   of   the    Company   immediately    prior   to    such
                   reorganization,   merger  or   consolidation  do   not,
                   immediately  thereafter,  own  more  than  50%  of  the
                   combined voting power entitled to vote generally in the
                   election  of directors  of  the reorganized,  merged or
                   consolidated   company's   then    outstanding   voting
                   securities,  or  a liquidation  or  dissolution of  the
                   Company or of  the sale of all or  substantially all of
                   the assets of the Company.

              12.6 Company  Intent.   The Company  intends  that the  Plan
          comply in all respects  with Rule 16b-3 under  the Act, and  any
          ambiguities or inconsistencies  in the construction of  the Plan
          shall be interpreted to give effect to such intention.

              12.7 Requirements of Law.   The granting  of Awards and  the
          issuance of shares  of Stock shall be subject  to all applicable
          laws, rules,  and  regulations, and  to  such approvals  by  any
          governmental  agencies   or  securities  exchanges   as  may  be
          required.

              12.8 Effective Date.   The Plan shall be  effective upon its
          adoption  by  the Board  subject  to approval  by  the Company's
          stockholders at the 1996 annual stockholders' meeting.

              12.9 Governing Law.  The Plan, and all agreements hereunder,
          shall be construed  in accordance with and governed  by the laws
          of the State of Delaware.

                          VALMONT EXECUTIVE INCENTIVE PLAN

              1.   Purpose.   The  principal   purpose   of  the   Valmont
          Industries, Inc.  Executive Incentive  Plan (the  "Plan") is  to
          provide  incentives to executive officers of Valmont ("Valmont")
          who have significant  responsibility for the success  and growth
          of Valmont  and to assist Valmont in  attracting, motivating and
          retaining executive officers on a competitive basis.

              2.   Administration   of  the  Plan.    The  Plan  shall  be
          administered  by  the  Compensation Committee  of  the  Board of
          Directors  (the "Committee").  The Committee shall have the sole
          discretion  to  interpret the  Plan;  approve  a pre-established
          objective performance  measure or measures annually; certify the
          level  to which each  performance measure was  attained prior to
          any payment  under the Plan;  approve the amount of  awards made
          under the  Plan; and  determine who  shall  receive any  payment
          under the Plan.

              The  Committee  shall  have  full  power  and  authority  to
          administer and  interpret  the Plan  and  to adopt  such  rules,
          regulations  and guidelines for  the administration of  the Plan
          and  for the  conduct of  its  business as  the Committee  deems
          necessary  or advisable.  The Committee's interpretations of the
          Plan,  and  all actions  taken  and determinations  made  by the
          Committee pursuant to the  powers vested in it hereunder,  shall
          be  conclusive and binding  on all parties  concerned, including
          Valmont,  its stockholders  and any  person  receiving an  award
          under the Plan.

              3.   Eligibility.     Executive  officers   and  other   key
          management personnel  of Valmont  shall be  eligible to  receive
          awards  under  the  Plan.  The  Committee  shall  designate  the
          executive officers and  other key management personnel  who will
          participate in the Plan each year.

              4.   Awards.   The Committee  shall establish  annual and/or
          long-term  incentive  award  targets  for  participants.  If  an
          individual  becomes an executive  officer during the  year, such
          individual may be granted eligibility for an incentive award for
          that year upon such individual becoming an executive officer.

              The  Committee shall also  establish annual and/or long-term
          performance targets which must be achieved in order for an award
          to  be earned under  the Plan.   Such targets shall  be based on
          earnings,  earnings per  share, growth  in  earnings per  share,
          achievement of annual  operating profit plans, return  on equity
          performance, or similar financial performance measures as may be
          determined by  the Committee.  The specific performance  targets
          for  each participant  shall be  established in  writing by  the
          Committee  within  ninety  days after  the  commencement  of the
          fiscal year (or within such other time period as may be required
          by Section  162(m) of  the Internal Revenue  Code) to  which the

          performance target  relates.   The performance  target shall  be
          established in such a manner than a third party having knowledge
          of  the relevant facts  could determine whether  the performance
          goal has been met.

              Awards  shall be  payable following  the  completion of  the
          applicable  fiscal year upon certification by the Committee that
          Valmont achieved  the specified  performance target  established
          for  the participant.  Notwithstanding the attainment by Valmont
          of  the specified  performance targets,  the  Committee has  the
          discretion, for  each participant, to  reduce some or all  of an
          award that would otherwise be  paid. However, in no event  may a
          participant   receive  an  award  of  more  than  400%  of  such
          participant's base salary under the Plan in any fiscal year; for
          this  purpose, a  participant's base  salary shall  be the  base
          salary in  effect  at the  time  the Committee  establishes  the
          performance targets for a fiscal year or period. 

              5.   Miscellaneous Provisions.  Valmont shall have the right
          to deduct  from all awards  hereunder paid in cash  any federal,
          state, local  or foreign  taxes required by  law to  be withheld
          with respect  to such  awards. Neither the  Plan nor  any action
          taken hereunder shall  be construed as  giving any employee  any
          right to be  retained in the employ  of Valmont.  The  costs and
          expenses of administering the Plan shall be borne by Valmont and
          shall  not  be  charged  to  any award  or  to  any  participant
          receiving an award.

              6.   Effective Date, Amendments and  Termination.  The  Plan
          shall become effective on December 19, 1995 subject  to approval
          by the  stockholders of  Valmont at the  1996 Annual  Meeting of
          Stockholders. The Committee  may at any  time terminate or  from
          time to time  amend the Plan  in whole or in  part, but no  such
          action shall  adversely affect  any rights  or obligations  with
          respect to any awards theretofore made under the Plan.  However,
          unless the  stockholders of  Valmont shall  have first  approved
          thereof, no amendment of the Plan shall be effective which would
          increase  the  maximum amount  which  can  be  paid to  any  one
          executive officer under the Plan in any fiscal year, which would
          change the specified performance goals for payment of awards, or
          which  would  modify  the  requirement  as  to  eligibility  for
          participation in the Plan.

                   FOURTH AMENDMENT TO THE VALMONT 1988 STOCK PLAN

              The  Valmont 1988  Stock Plan  (as  previously amended,  the
          "Plan") is hereby further amended as follows:

              A.   Section  3.3  is   amended  by  adding  the   following
          sentences  immediately preceding  the last  sentence  of Section
          3.3:

              In addition, each director who is not an Employee of the
              Company  shall receive  a non-discretionary  award of  a
              Nonqualified  Stock Option  for 2,000 shares  of Company
              Stock  exercisable at the closing price of the Company's
              common stock on  the date of grant; such  award shall be
              made (i) on the third business day  following the public
              release by the Company of its quarterly earnings for the
              second  quarter  of  fiscal  1995,  and  (ii)   annually
              thereafter  on the date  of and following  completion of
              the Company's  annual stockholders'  meeting (commencing
              with the 1996 annual stockholders'  meeting). The number
              of nonqualified options  awarded to a director  shall be
              appropriately adjusted in the event of any stock changes
              as described in Article XI.

              B.   This  Fourth Amendment to  the Plan shall  be effective
          upon its  approval by the  stockholders of the Company,  and any
          grant  of  Nonqualified  Stock Options  pursuant  to  the Fourth
          Amendment shall be expressly  conditioned upon such  stockholder
          approval.