============================================================
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549
                                                                
                                       FORM S-8
                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933
                                                                

                               VALMONT INDUSTRIES, INC.
                  (Exact Name of Issuer as Specified in its Charter)

                         Delaware                         47-0351813
               (State or Other Jurisdiction of         (I.R.S. Employer
               Incorporation of Organization)          Identification No.)

                         Valmont Industries, Inc.
                         Valley, Nebraska                     68064
               (Address of Principal Executive Offices)     (Zip Code)

                                                              

                       Valmont Employee Retirement Savings Plan
                               (Full Title of the Plan)
                                                              

                           Terry J. McClain, Vice President
                             and Chief Financial Officer
                               Valmont Industries, Inc.
                               Valley, Nebraska  68064
                       (Name and Address of Agent for Service)

                        Telephone Number, Including Area Code,
                         of Agent for Service:  402-359-2201
          <TABLE>

          <CAPTION>
                      CALCULATION OF ADDITIONAL REGISTRATION FEE

         =============================================================
         Title of    Amount to   Proposed maxi-   Proposed maxi-  Amount of
         securi-     be regis-   mum offering     mum aggregate   registra-
         ties to be  tered       price per        offering price  tion fee
         registered              share  (2)             (2)                 

         <S>          <C>        <C>              <C>             <C>

         Common       100,000    $16.50           $1,650,000      $569.00
         Stock        shares

         <FOOTNOTE>

         1    In  addition,   pursuant  to  Rule  416(c),  this  Registration
              Statement covers  an indeterminate  amount of  interests to  be
              offered or sold pursuant to the employee benefit plan described
              herein.

         2    Estimated   solely   for  the   purpose   of  calculating   the
              registration fee  pursuant to Rule  457(c) on the basis  of the
              average of the high and low sales prices on December 27, 1994.








         </TABLE> 

 



                                        PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS


         Item 3.    INCORPORATION BY CERTAIN DOCUMENTS BY REFERENCE

          Valmont Industries,  Inc. (the  "Company")  hereby incorporates  by
         reference  in  this Registration  Statement the  following documents
         previously filed with the Securities and Exchange Commission:

          (a)  The Company's Annual  Report on Form 10-K for  the fiscal year
               ended December 25, 1993.

          (b)  All other reports filed pursuant  to Section 13(a) or 15(d) of
               the Securities Exchange Act of 1934 (the "Exchange Act") since
               the end of the Company's fiscal year ended December 25, 1993.

          (c)  The description  of the  Company's common  stock contained  in
               registration statements on  Form 8-A filed under  the Exchange
               Act, including any amendments or reports filed for the purpose
               of updating such description.

          All  documents  subsequently  filed  by  the  Company  pursuant  to
         Sections 13(a),  13(c), 14 and 15(d)  of the Exchange  Act, prior to
         the filing  of a post-effective  amendment which indicates  that all
         securities  offered  have   been  sold  or  which   deregisters  all
         securities then remaining unsold, shall be deemed to be incorporated
         by reference in the Registration Statement and to be a  part thereof
         from the date of filing of such documents.

          The  Plan, interests  in  which are  covered  by this  Registration
         Statement,  hereby incorporates  by reference  in this  Registration
         Statement its Annual Report on Form 11-K for its latest fiscal year.


         Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Pursuant to Article  IX of the Certificate of  Incorporation of the
         Company, the Company shall, to the extent required, and may,  to the
         extent  permitted, by  Section 102  and Section  145 of  the General
         Corporation Law of  the State of Delaware,  as amended from  time to
         time, indemnify and reimburse all  persons whom it may indemnify and
         reimburse  pursuant thereto.   No  director shall  be liable  to the
         Company or  its  stockholders for  monetary  damages for  breach  of
         fiduciary  duty as  a director  with  respect to  acts or  omissions
         occurring on or after April  27, 1987. A director shall  continue to
         be liable for (i) any breach of a  director's duty of loyalty to the
         Company  or its  stockholders; (ii)  acts or  omissions not  in good
         faith or which involve intentional misconduct or a knowing violation
         of  law; (iii)  paying a  dividend or  approving a  stock repurchase
         which would  violate Section 174  of the General Corporation  Law of
         the  State of  Delaware;  or  (iv) any  transaction  from which  the
         director derived an improper personal benefit.

         The bylaws  of the Company  provide for indemnification  of Company
         officers and  directors against  all expenses,  liability or  losses
         reasonably  incurred  or  suffered by  them  to  the extent  legally
         permissible under  the Delaware  General Corporation  Law where  any 
         such  person was,  is, or  threatened to  be made a  party to  or is
         involved in any action, suit or proceeding, whether civil, criminal,
         administrative or investigative, by  reason of the fact such  person
         was serving the Company in  such capacity. Generally, under Delaware
         law,  indemnification  will only  be available  where an  officer or
         director can establish that such person acted in good faith and in a
         manner  such person reasonably  believed to be in  or not opposed to
         the best interests of the Company.

          The Company also maintains a director and  officer insurance policy
         which insures  the Company, its subsidiaries and  their officers and
         directors against damages, judgments, settlements and costs incurred
         by  reason of  wrongful  acts  committed by  such  persons in  their
         capacities as officers and directors.


         Item 8.    EXHIBITS

          4.1  -    Valmont Employee  Retirement Savings Plan,  with Exhibits
                    No. 1 through No. 7

          23   -    Consent of KPMG Peat Marwick

          24   -    Powers of Attorney for Directors of the Company

         The  undersigned registrant hereby undertakes  to submit or cause to
         be submitted the  Valmont Employee Retirement Savings  Plan, and any
         amendments thereto,  to  the Internal  Revenue Service  in a  timely
         manner and  to make  all changes  required by  the IRS  in order  to
         qualify such plans under the Internal Revenue Code.


         Item 9.    UNDERTAKINGS

          A.  The undersigned registrant hereby undertakes:

              (1)  To file,  during any period  in which offers or  sales are
                   being   made,   a   post-effective   amendment   to   this
                   registration statement:

                    (i) To  include  any   prospectus  required  by   Section
                        10(a)(3)  of   the  Securities  Act   of  1933   (the
                        "Securities Act");

                   (ii) To  reflect in  the prospectus  any  facts or  events
                        arising after  the effective date of the registration
                        statement   (or   the  most   recent   post-effective
                        amendment thereof)  which,  individually  or  in  the
                        aggregate,  represent  a  fundamental change  in  the
                        information set forth in the registration statement;

                  (iii) To include any  material information with respect  to
                        the plan  of distribution not previously disclosed in
                        the registration statement or any material  change to
                        such information in the registration statement;

              provided, however  that paragraph  (A)(1)(i) and  (A)(1)(ii) do
              not apply if the information required to be included in a post-
              effective  amendment by the paragraphs is contained in periodic
              reports filed by the Company  pursuant to Section 13 or Section 
              15(d) of the Exchange Act that are incorporated by reference in
              the registration statement.

              (2)  That, for the  purpose of determining any  liability under
                   the  Securities  Act, each  such  post-effective amendment
                   shall  be  deemed  to  be  a  new  registration  statement
                   relating  to  the  securities  offered  thereon,  and  the
                   offering  of such securities at  that time shall be deemed
                   to be the initial bona fide offering thereof.

              (3)  To remove from  registration by means of  a post-effective
                   amendment any  of  the securities  being registered  which
                   remain unsold at the termination of the offering.

          B.  The undersigned registrant hereby undertakes that, for purposes
              of determining  any liability  under the  Securities Act,  each
              filing  of the registrant's  annual report pursuant  to Section
              13(a) or Section 15(d) of the Exchange Act that is incorporated
              by reference in the registration  statement shall be deemed  to
              be  a new  registration statement  relating  to the  securities
              offered therein,  and the offering  of such securities  at that
              time  shall be  deemed to  be  the initial  bona fide  offering
              thereof.

          C.  Insofar as  indemnification for  liabilities arising under  the
              Securities  Act may  be permitted  to  directors, officers  and
              controlling persons of the registrant pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that
              in the  opinion of the Securities and  Exchange Commission such
              indemnification  is against public  policy as expressed  in the
              Securities Act and  is, therefore, unenforceable. In  the event
              that  a claim  for  indemnification  against  such  liabilities
              (other than the payment by the registrant of  expenses incurred
              or paid  by a  director, officer or  controlling person  of the
              registrant in  the successful  defense of  any action, suit  or
              proceeding)   is  asserted   by  such   director,  officer   or
              controlling  person  in connection  with  the securities  being
              registered, the  registrant will, unless in the  opinion of its
              counsel  the  matter  has  been  settled  by  jurisdiction  the
              question  of  whether  such indemnification  by  it  is against
              public policy  as expressed in  the Securities Act and  will be
              governed by the final adjudication of such issue. 


 


                                      SIGNATURES

          Pursuant  to the  requirements of  the Securities  Act of  1933 the
         registrant certifies that it has  reasonable grounds to believe that
         it meets all the requirements for filing on Form   S-8, and has duly
         caused this Registration Statement to be signed on its behalf by the
         undersigned, thereunto duly  authorized, in the City of  Valley, and
         the State of Nebraska, on this 29th day of December, 1994.

                                            VALMONT INDUSTRIES, INC.

                                              /s/ Mogens C. Bay
                                            _________________________
                                            Mogens C. Bay
                                            Chief Executive Officer

                                                               

              Pursuant to the requirements of the Securities  Act of 1933,
          this Registration Statement  has been signed  below on the  29th
          day of December, 1994 by the following persons in the capacities
          indicated.

              Signature                               Title


          /s/ Mogens C. Bay
          __________________________        Director, President and
          Mogens C. Bay                     Chief Executive Officer
                                            (Principal Executive Officer)

          /s/ Terry J. McClain
          __________________________        Vice President and
          Terry J. McClain                  Chief Financial Officer
                                            (Principal Financial Officer)

          /s/ Brian C. Stanley
          __________________________        Vice President - Investor
          Brian C. Stanley                  Relations & Controller
                                            (Principal Accounting Officer)

          Robert B. Daugherty*              Director
          Charles M. Harper*                Director
          Allen F. Jacobson*                Director
          Lloyd P. Johnson*                 Director
          John E. Jones*                    Director
          Thomas F. Madison*                Director
          Walter Scott, Jr.*                Director
          Robert G. Wallace*                Director

          *   This   Registration  Statement   has  been  signed   by  the
              undersigned  as attorney-in-fact on behalf of each person so
              indicated  pursuant to a power  of attorney duly executed by
              each such person.

                                               /s/ Mogens C. Bay
                                            ____________________________
                                            Mogens C. Bay
                                            Attorney-in-Fact









              Pursuant to the requirements of the Securities  Act of 1933,
          the Valmont  Employee Retirement  Savings Plan  has duly  caused
          this Registration  Statement to be  signed on its behalf  by the
          undersigned, thereunto duly  authorized, in the City  of Valley,
          and the State of Nebraska, on this 29th of December, 1994.

                                  VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

                                       /s/ Mogens C. Bay
                                  By:___________________________
                                     Mogens C. Bay
                                     Policy Committee Member

                                       /s/ Terry J. McClain
                                  By:___________________________
                                     Terry J. McClain
                                     Policy Committee Member

                                       /s/ Tom L. Whalen
                                  By:___________________________
                                     Tom L. Whalen
                                     Policy Committee Member 




 


                                  INDEX TO EXHIBITS


          EXHIBIT NO.                  EXHIBIT                       PAGE

              4.1       Valmont Employee Retirement
                          Savings Plan, with Exhibits
                          No. 1 through No. 7

              23        Consent of KPMG Peat Marwick

              24        Powers of Attorney for
                          Directors of the Company
[{"type": "S-8", "sequence": "1", "description": "VALMONT FORM S-8", "secsgml_size_bytes": 16779}]
{"company-data": {"conformed-name": "VALMONT INDUSTRIES INC", "cik": "0000102729", "assigned-sic": "3440", "irs-number": "470351813", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57117", "film-number": "94566896"}, "business-address": {"street1": "PO BOX 358", "street2": "HWY 275", "city": "VALLEY", "state": "NE", "zip": "68064", "phone": "4023592201"}, "mail-address": {"street1": "P O BOX 358 - HIGHWAY 275", "city": "VALLEY", "state": "NE", "zip": "68064-0358"}, "former-company": {"former-conformed-name": "VALLEY MANUFACTURING CO", "date-changed": "19680822"}}
============================================================
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549
                                                                
                                       FORM S-8
                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933
                                                                

                               VALMONT INDUSTRIES, INC.
                  (Exact Name of Issuer as Specified in its Charter)

                         Delaware                         47-0351813
               (State or Other Jurisdiction of         (I.R.S. Employer
               Incorporation of Organization)          Identification No.)

                         Valmont Industries, Inc.
                         Valley, Nebraska                     68064
               (Address of Principal Executive Offices)     (Zip Code)

                                                              

                       Valmont Employee Retirement Savings Plan
                               (Full Title of the Plan)
                                                              

                           Terry J. McClain, Vice President
                             and Chief Financial Officer
                               Valmont Industries, Inc.
                               Valley, Nebraska  68064
                       (Name and Address of Agent for Service)

                        Telephone Number, Including Area Code,
                         of Agent for Service:  402-359-2201
CALCULATION OF ADDITIONAL REGISTRATION FEE

         =============================================================
         Title of    Amount to   Proposed maxi-   Proposed maxi-  Amount of
         securi-     be regis-   mum offering     mum aggregate   registra-
         ties to be  tered       price per        offering price  tion fee
         registered              share  (2)             (2)
Common       100,000    $16.50           $1,650,000      $569.00
         Stock        shares
1    In  addition,   pursuant  to  Rule  416(c),  this  Registration
              Statement covers  an indeterminate  amount of  interests to  be
              offered or sold pursuant to the employee benefit plan described
              herein.

         2    Estimated   solely   for  the   purpose   of  calculating   the
              registration fee  pursuant to Rule  457(c) on the basis  of the
              average of the high and low sales prices on December 27, 1994.
PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS

         Item 3.    INCORPORATION BY CERTAIN DOCUMENTS BY REFERENCE

          Valmont Industries,  Inc. (the  "Company")  hereby incorporates  by
         reference  in  this Registration  Statement the  following documents
         previously filed with the Securities and Exchange Commission:

          (a)  The Company's Annual  Report on Form 10-K for  the fiscal year
               ended December 25, 1993.

          (b)  All other reports filed pursuant  to Section 13(a) or 15(d) of
               the Securities Exchange Act of 1934 (the "Exchange Act") since
               the end of the Company's fiscal year ended December 25, 1993.

          (c)  The description  of the  Company's common  stock contained  in
               registration statements on  Form 8-A filed under  the Exchange
               Act, including any amendments or reports filed for the purpose
               of updating such description.

          All  documents  subsequently  filed  by  the  Company  pursuant  to
         Sections 13(a),  13(c), 14 and 15(d)  of the Exchange  Act, prior to
         the filing  of a post-effective  amendment which indicates  that all
         securities  offered  have   been  sold  or  which   deregisters  all
         securities then remaining unsold, shall be deemed to be incorporated
         by reference in the Registration Statement and to be a  part thereof
         from the date of filing of such documents.

          The  Plan, interests  in  which are  covered  by this  Registration
         Statement,  hereby incorporates  by reference  in this  Registration
         Statement its Annual Report on Form 11-K for its latest fiscal year.

         Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Pursuant to Article  IX of the Certificate of  Incorporation of the
         Company, the Company shall, to the extent required, and may,  to the
         extent  permitted, by  Section 102  and Section  145 of  the General
         Corporation Law of  the State of Delaware,  as amended from  time to
         time, indemnify and reimburse all  persons whom it may indemnify and
         reimburse  pursuant thereto.   No  director shall  be liable  to the
         Company or  its  stockholders for  monetary  damages for  breach  of
         fiduciary  duty as  a director  with  respect to  acts or  omissions
         occurring on or after April  27, 1987. A director shall  continue to
         be liable for (i) any breach of a  director's duty of loyalty to the
         Company  or its  stockholders; (ii)  acts or  omissions not  in good
         faith or which involve intentional misconduct or a knowing violation
         of  law; (iii)  paying a  dividend or  approving a  stock repurchase
         which would  violate Section 174  of the General Corporation  Law of
         the  State of  Delaware;  or  (iv) any  transaction  from which  the
         director derived an improper personal benefit.

         The bylaws  of the Company  provide for indemnification  of Company
         officers and  directors against  all expenses,  liability or  losses
         reasonably  incurred  or  suffered by  them  to  the extent  legally
         permissible under  the Delaware  General Corporation  Law where  any 
         such  person was,  is, or  threatened to  be made a  party to  or is
         involved in any action, suit or proceeding, whether civil, criminal,
         administrative or investigative, by  reason of the fact such  person
         was serving the Company in  such capacity. Generally, under Delaware
         law,  indemnification  will only  be available  where an  officer or
         director can establish that such person acted in good faith and in a
         manner  such person reasonably  believed to be in  or not opposed to
         the best interests of the Company.

          The Company also maintains a director and  officer insurance policy
         which insures  the Company, its subsidiaries and  their officers and
         directors against damages, judgments, settlements and costs incurred
         by  reason of  wrongful  acts  committed by  such  persons in  their
         capacities as officers and directors.

         Item 8.    EXHIBITS

          4.1  -    Valmont Employee  Retirement Savings Plan,  with Exhibits
                    No. 1 through No. 7

          23   -    Consent of KPMG Peat Marwick

          24   -    Powers of Attorney for Directors of the Company

         The  undersigned registrant hereby undertakes  to submit or cause to
         be submitted the  Valmont Employee Retirement Savings  Plan, and any
         amendments thereto,  to  the Internal  Revenue Service  in a  timely
         manner and  to make  all changes  required by  the IRS  in order  to
         qualify such plans under the Internal Revenue Code.

         Item 9.    UNDERTAKINGS

          A.  The undersigned registrant hereby undertakes:

              (1)  To file,  during any period  in which offers or  sales are
                   being   made,   a   post-effective   amendment   to   this
                   registration statement:

                    (i) To  include  any   prospectus  required  by   Section
                        10(a)(3)  of   the  Securities  Act   of  1933   (the
                        "Securities Act");

                   (ii) To  reflect in  the prospectus  any  facts or  events
                        arising after  the effective date of the registration
                        statement   (or   the  most   recent   post-effective
                        amendment thereof)  which,  individually  or  in  the
                        aggregate,  represent  a  fundamental change  in  the
                        information set forth in the registration statement;

                  (iii) To include any  material information with respect  to
                        the plan  of distribution not previously disclosed in
                        the registration statement or any material  change to
                        such information in the registration statement;

              provided, however  that paragraph  (A)(1)(i) and  (A)(1)(ii) do
              not apply if the information required to be included in a post-
              effective  amendment by the paragraphs is contained in periodic
              reports filed by the Company  pursuant to Section 13 or Section 
              15(d) of the Exchange Act that are incorporated by reference in
              the registration statement.

              (2)  That, for the  purpose of determining any  liability under
                   the  Securities  Act, each  such  post-effective amendment
                   shall  be  deemed  to  be  a  new  registration  statement
                   relating  to  the  securities  offered  thereon,  and  the
                   offering  of such securities at  that time shall be deemed
                   to be the initial bona fide offering thereof.

              (3)  To remove from  registration by means of  a post-effective
                   amendment any  of  the securities  being registered  which
                   remain unsold at the termination of the offering.

          B.  The undersigned registrant hereby undertakes that, for purposes
              of determining  any liability  under the  Securities Act,  each
              filing  of the registrant's  annual report pursuant  to Section
              13(a) or Section 15(d) of the Exchange Act that is incorporated
              by reference in the registration  statement shall be deemed  to
              be  a new  registration statement  relating  to the  securities
              offered therein,  and the offering  of such securities  at that
              time  shall be  deemed to  be  the initial  bona fide  offering
              thereof.

          C.  Insofar as  indemnification for  liabilities arising under  the
              Securities  Act may  be permitted  to  directors, officers  and
              controlling persons of the registrant pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that
              in the  opinion of the Securities and  Exchange Commission such
              indemnification  is against public  policy as expressed  in the
              Securities Act and  is, therefore, unenforceable. In  the event
              that  a claim  for  indemnification  against  such  liabilities
              (other than the payment by the registrant of  expenses incurred
              or paid  by a  director, officer or  controlling person  of the
              registrant in  the successful  defense of  any action, suit  or
              proceeding)   is  asserted   by  such   director,  officer   or
              controlling  person  in connection  with  the securities  being
              registered, the  registrant will, unless in the  opinion of its
              counsel  the  matter  has  been  settled  by  jurisdiction  the
              question  of  whether  such indemnification  by  it  is against
              public policy  as expressed in  the Securities Act and  will be
              governed by the final adjudication of such issue. 

 

                                      SIGNATURES

          Pursuant  to the  requirements of  the Securities  Act of  1933 the
         registrant certifies that it has  reasonable grounds to believe that
         it meets all the requirements for filing on Form   S-8, and has duly
         caused this Registration Statement to be signed on its behalf by the
         undersigned, thereunto duly  authorized, in the City of  Valley, and
         the State of Nebraska, on this 29th day of December, 1994.

                                            VALMONT INDUSTRIES, INC.

                                              /s/ Mogens C. Bay
                                            _________________________
                                            Mogens C. Bay
                                            Chief Executive Officer

                                                               

              Pursuant to the requirements of the Securities  Act of 1933,
          this Registration Statement  has been signed  below on the  29th
          day of December, 1994 by the following persons in the capacities
          indicated.

              Signature                               Title

          /s/ Mogens C. Bay
          __________________________        Director, President and
          Mogens C. Bay                     Chief Executive Officer
                                            (Principal Executive Officer)

          /s/ Terry J. McClain
          __________________________        Vice President and
          Terry J. McClain                  Chief Financial Officer
                                            (Principal Financial Officer)

          /s/ Brian C. Stanley
          __________________________        Vice President - Investor
          Brian C. Stanley                  Relations & Controller
                                            (Principal Accounting Officer)

          Robert B. Daugherty*              Director
          Charles M. Harper*                Director
          Allen F. Jacobson*                Director
          Lloyd P. Johnson*                 Director
          John E. Jones*                    Director
          Thomas F. Madison*                Director
          Walter Scott, Jr.*                Director
          Robert G. Wallace*                Director

          *   This   Registration  Statement   has  been  signed   by  the
              undersigned  as attorney-in-fact on behalf of each person so
              indicated  pursuant to a power  of attorney duly executed by
              each such person.

                                               /s/ Mogens C. Bay
                                            ____________________________
                                            Mogens C. Bay
                                            Attorney-in-Fact

              Pursuant to the requirements of the Securities  Act of 1933,
          the Valmont  Employee Retirement  Savings Plan  has duly  caused
          this Registration  Statement to be  signed on its behalf  by the
          undersigned, thereunto duly  authorized, in the City  of Valley,
          and the State of Nebraska, on this 29th of December, 1994.

                                  VALMONT EMPLOYEE RETIREMENT SAVINGS PLAN

                                       /s/ Mogens C. Bay
                                  By:___________________________
                                     Mogens C. Bay
                                     Policy Committee Member

                                       /s/ Terry J. McClain
                                  By:___________________________
                                     Terry J. McClain
                                     Policy Committee Member

                                       /s/ Tom L. Whalen
                                  By:___________________________
                                     Tom L. Whalen
                                     Policy Committee Member 

 

                                  INDEX TO EXHIBITS

          EXHIBIT NO.                  EXHIBIT                       PAGE

              4.1       Valmont Employee Retirement
                          Savings Plan, with Exhibits
                          No. 1 through No. 7

              23        Consent of KPMG Peat Marwick

              24        Powers of Attorney for
                          Directors of the Company