SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                                February 23, 2004
                Date of Report (Date of earliest event reported)

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

Delaware                             0-3701                   47-0351813
(State or other jurisdiction  (Commission File Number)      (IRS Employer
of incorporation)                                         Identification No.)

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

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

Item 5.  Other Events.

     Valmont  Industries,  Inc.  issued a press  release on  February  23,  2004
announcing   the  signing  of  a  definitive   agreement   to  acquire   Newmark
International, Inc. The press release is attached as an exhibit and incorporated
by reference.

Item 7(c).  Exhibits.

     99.1 Press release dated February 23, 2004.

                                   SIGNATURES

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

                                           Valmont Industries, Inc.

Date:  February 23, 2004
                                           By:  /s/ Terry J. McClain
                                                ---------------------------
                                                Name:  Terry J. McClain
                                                Title: Senior Vice President and
                                                       Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit       Description                                              Page No.

99.1      Press release dated February 23, 2004..........................

News Release                                                  February 23, 2004

                    Valmont to Acquire Newmark International

     Omaha,  NE -  Valmont  Industries,  Inc.  (NYSE:  VMI),  a  leading  global
manufacturer   of   engineered   support   structures,   coating   services  for
infrastructure,  and mechanized irrigation equipment for agriculture,  announced
today  that  it  has  signed  a   definitive   agreement   to  acquire   Newmark
International,  Inc., headquartered in Birmingham,  Alabama.  Newmark, with 2003
revenues in excess of $75 million, is a manufacturer of concrete and steel poles
primarily for the utility industry. Valmont agreed to purchase all of the shares
of Newmark for cash from Newmark's  parent  company,  Pfleiderer AG of Neumarkt,
Germany.  The transaction  includes all six of Newmark's concrete pole plants as
well as one steel pole plant.  The  fiberglass  pole  business of Newmark is not
part of the  transaction.  The  purchase  price  will total  approximately  $105
million.  The  transaction  has been approved by the boards of directors of both
companies  and is subject  to  satisfaction  of  customary  closing  conditions,
including review under the Hart-Scott-Rodino Antitrust Improvements Act. Valmont
expects to close the acquisition in the next sixty days.

     "Newmark is a very strategic  acquisition as it broadens  Valmont's product
offering to the utility  industry," said Mogens C. Bay,  Valmont's  Chairman and
Chief  Executive  Officer.  "We  will  now be able  to  offer  concrete  utility
structures in addition to our complete line of steel transmission,  distribution
and substation  products.  This  acquisition is expected to be accretive to 2004
earnings.  We have known and respected the Newmark  organization for many years,
and will  benefit  from the  capabilities  of their  seasoned  management  team.
Newmark will continue to be led by Earl Foust,  and we are  delighted  that Earl
and his team have decided to join forces with Valmont."

     "In  order to  improve  reliability  and  support  the  increased  electric
generating  capacity  needed for economic  growth,  upgrades and  expansions  to
America's  utility  transmission  and  distribution  infrastructure  are needed.
Concrete  utility  poles,  as well as  concrete  bases  for steel  poles,  allow
installation  in certain  environments  not well  suited  for  steel.  By adding
concrete to its capabilities, Valmont will be able to offer the utility industry
better solutions than ever before," added Bay.

     According  to  Hans H.  Overdiek,  spokesman  of the  Pfleiderer  Board  of
Management,  "This  transaction  provides  the best  opportunities  for  Newmark
International  Inc.  to  continue  to  grow as part  of a  leading  global  pole
manufacturer.  With its know-how and industry leading spun concrete  structures,
Newmark will further enhance the remarkable success story of Valmont Industries.
Valmont  can  offer  the  Newmark  organization  continuity  for its  employees,
customers and business  associates,  and will provide a stable base on which the
company's long-term commercial relations can continue to thrive."

     "From Pfleiderer AG's point of view, the deal is of strategic importance as
the gain on the sale will strengthen  Pfleiderer's equity base, at the same time
enabling  it to bolster the market  positions  of its core  Engineered  Wood and
Infrastructure  Technology activities.  Pfleiderer Poles & Towers' operations in
Germany and Europe are not affected by the deal."

     An audio discussion of the transaction by Valmont officers,  Mogens C. Bay,
Chairman  and  Chief  Executive  Officer,  and  Terry J.  McClain,  Senior  Vice
President and Chief Financial  Officer,  will be available live via the Internet
at   9:00   a.m.    Feb.    24,   2004   CST,   by   pointing    browsers    to:
http://www.valmont.com/investor_relations/call.shtml.  After  the  event you may
listen by  accessing  the above link or by  telephone.  Dial  1-800-642-1687  or
706-645-9291,  and enter the Conference ID#: 5730753  beginning Feb. 24, 2004 at
11:00 a.m. CST through 12:00 p.m. CST on Mar.3, 2004.

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

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