As Filed with the Securities and Exchange
Commission on July 20, 1999                         Registration No. 333-______
===============================================================================
                       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.)

                Valley, Nebraska                               68064

(Address of Principal Executive Offices)                    (Zip Code)

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

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

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

<TABLE>
                         CALCULATION OF REGISTRATION FEE

----------------------- --------------------- -------------------- ------------------------ --------------------
<S>                     <C>                   <C>                  <C>                      <C>
                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price per   aggregate offering       Amount of
to be registered        registered(1)         share(2)             price(2)                 registration fee(3)
----------------------- --------------------- -------------------- ------------------------ --------------------
Common Stock            150,000               $15.4375             $2,315,625               $644
----------------------- --------------------- -------------------- ------------------------ --------------------
</TABLE>
(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 therein.
(2)   Estimated  solely  for the  purposes  of  calculating  the  amount  of the
      registration  fee, pursuant to Rule 457(c), on the basis of the average of
      the high and low sales prices on July 15, 1999.
(3)   Relates only to additional  shares  registered hereby and does not include
      the amount of  registration  fee  previously  paid in connection  with the
      100,000  shares of Common  Stock  previously  registered  by  Registration
      Statement on Form S-8 filed with the Commission on December 29, 1994 (Reg.
      No. 33-57117).


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE


         Pursuant to General Instruction E Form S-8, this Registration Statement
is being filed in order to register 150,000 additional shares of Common Stock of
Valmont  Industries,  Inc.  with respect to a currently  effective  Registration
Statement on Form S-8  (33-57117)  relating to the Valmont  Employee  Retirement
Savings Plan.

         The contents of Registration  Statement on Form S-8 (33-57117) as filed
on December  29,  1994 are  incorporated  by  reference  into this  Registration
Statement.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits

         4.1    -    Certificate of  Incorporation,  as amended,  filed with the
                     Company's  Quarterly  Report on Form  10-Q for the  quarter
                     ended March 28, 1998 and incorporated herein by reference.

         4.2    -    Bylaws, as amended,  filed with the Company's Annual Report
                     on Form 10-K for the fiscal  year ended  December  26, 1998
                     and incorporated herein by reference.

         4.3    -    Rights  Agreement dated as of December 19, 1995 between the
                     Company and First  National  Bank of Omaha as Rights  Agent
                     filed with the Company's  Current  Report on Form 8-K dated
                     December 19, 1995 and incorporated herein by reference.

         4.4    -    Certificate  of  Adjustment  dated  May 30,  1997 to Rights
                     Agreement  dated as of December  19,  1995,  filed with the
                     Company's  Annual Report on Form 10-K for fiscal year ended
                     December 27, 1997 and incorporated herein by reference.

         4.5    -    Valmont  Employee   Retirement  Savings  Plan  incorporated
                     herein  by   reference   from   Exhibit  4.1  of  Valmont's
                     Registration   Statement  on  Form  S-8  (33-57117)   filed
                     December 29, 1994.

         5      -    Opinion of McGrath, North, Mullin & Kratz, P.C.

         23.1   -    Consent of McGrath,  North,  Mullin & Kratz,  P.C., counsel
                     for the Company (included as part of Exhibit 5)

         23.2   -    Consent of Deloitte & Touche LLP

         24     -    Powers of Attorney



<PAGE>



                                   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 Omaha, and the State of Nebraska, on July 20, 1999.

                                     Valmont Industries, Inc.

                                  /s/ Mogens C. Bay
                              By_________________________
                                  Mogens C. Bay
                                  Chairman and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on July 20, 1999.

         Signature Title

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

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

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


Robert B. Daugherty*
Charles M. Harper*
John E. Jones*
Thomas F. Madison*
Charles D. Peebler, Jr.*
Bruce Rohde*
Walter Scott, Jr.*
Kenneth E. Stinson*


         *Mogens C. Bay, by signing  his name  hereto,  signs this  registration
statement  on behalf of each of the  directors  indicated.  A Power of  Attorney
authorizing such action has been filed herein as Exhibit 24.


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


<PAGE>


         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 20th of July, 1999.

                                          VALMONT EMPLOYEE RETIREMENT
                                          SAVINGS PLAN



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

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


                                        By: /s/ Thomas P. Egan, Jr.
                                             ------------------------------
                                             Thomas P. Egan, Jr.
                                             Policy Committee Member


<PAGE>


                                Index to Exhibits

     Exhibit No.             Exhibit                                     Page

 4.1    -    Certificate of  Incorporation,  as amended,  filed with the
             Company's  Quarterly  Report on Form  10-Q for the  quarter
             ended March 28, 1998 and incorporated herein by reference.

 4.2    -    Bylaws, as amended,  filed with the Company's Annual Report
             on Form 10-K for the fiscal  year ended  December  26, 1998
             and incorporated herein by reference.

 4.3    -    Rights  Agreement dated as of December 19, 1995 between the
             Company and First  National  Bank of Omaha as Rights  Agent
             filed with the Company's  Current  Report on Form 8-K dated
             December 19, 1995 incorporated herein by reference.

 4.4    -    Certificate  of  Adjustment  dated  May 30,  1997 to Rights
             Agreement  dated as of December 19, 1995,  filed as Exhibit
             4(b)  with the  Company's  Annual  Report  on Form 10-K for
             fiscal year ended December 27, 1997 and incorporated herein
             by reference.

 4.5    -    Valmont  Employee   Retirement  Savings  Plan  incorporated
             herein  by   reference   from   Exhibit  4.1  of  Valmont's
             Registration   Statement  on  Form  S-8  (33-57117)   filed
             December 29, 1994.

 5      -    Opinion    of    McGrath,    North,    Mullin    &   Kratz,
             P.C.....................

 23.1   -    Consent of McGrath,  North,  Mullin & Kratz,  P.C., counsel
             for the Company (included as part of Exhibit 5)

 23.2   -    Consent of Deloitte & Touche LLP...........................

 24     -    Powers of Attorney.........................................
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 11040}]
{"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": "333-83251", "film-number": "99667113"}, "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"}}
As Filed with the Securities and Exchange
Commission on July 20, 1999                         Registration No. 333-______
===============================================================================
                       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.)

                Valley, Nebraska                               68064

(Address of Principal Executive Offices)                    (Zip Code)

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

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

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

                         CALCULATION OF REGISTRATION FEE

----------------------- --------------------- -------------------- ------------------------ --------------------
Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price per   aggregate offering       Amount of
to be registered        registered(1)         share(2)             price(2)                 registration fee(3)
----------------------- --------------------- -------------------- ------------------------ --------------------
Common Stock            150,000               $15.4375             $2,315,625               $644
----------------------- --------------------- -------------------- ------------------------ --------------------
(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 therein.
(2)   Estimated  solely  for the  purposes  of  calculating  the  amount  of the
      registration  fee, pursuant to Rule 457(c), on the basis of the average of
      the high and low sales prices on July 15, 1999.
(3)   Relates only to additional  shares  registered hereby and does not include
      the amount of  registration  fee  previously  paid in connection  with the
      100,000  shares of Common  Stock  previously  registered  by  Registration
      Statement on Form S-8 filed with the Commission on December 29, 1994 (Reg.
      No. 33-57117).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         Pursuant to General Instruction E Form S-8, this Registration Statement
is being filed in order to register 150,000 additional shares of Common Stock of
Valmont  Industries,  Inc.  with respect to a currently  effective  Registration
Statement on Form S-8  (33-57117)  relating to the Valmont  Employee  Retirement
Savings Plan.

         The contents of Registration  Statement on Form S-8 (33-57117) as filed
on December  29,  1994 are  incorporated  by  reference  into this  Registration
Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

         4.1    -    Certificate of  Incorporation,  as amended,  filed with the
                     Company's  Quarterly  Report on Form  10-Q for the  quarter
                     ended March 28, 1998 and incorporated herein by reference.

         4.2    -    Bylaws, as amended,  filed with the Company's Annual Report
                     on Form 10-K for the fiscal  year ended  December  26, 1998
                     and incorporated herein by reference.

         4.3    -    Rights  Agreement dated as of December 19, 1995 between the
                     Company and First  National  Bank of Omaha as Rights  Agent
                     filed with the Company's  Current  Report on Form 8-K dated
                     December 19, 1995 and incorporated herein by reference.

         4.4    -    Certificate  of  Adjustment  dated  May 30,  1997 to Rights
                     Agreement  dated as of December  19,  1995,  filed with the
                     Company's  Annual Report on Form 10-K for fiscal year ended
                     December 27, 1997 and incorporated herein by reference.

         4.5    -    Valmont  Employee   Retirement  Savings  Plan  incorporated
                     herein  by   reference   from   Exhibit  4.1  of  Valmont's
                     Registration   Statement  on  Form  S-8  (33-57117)   filed
                     December 29, 1994.

         5      -    Opinion of McGrath, North, Mullin & Kratz, P.C.

         23.1   -    Consent of McGrath,  North,  Mullin & Kratz,  P.C., counsel
                     for the Company (included as part of Exhibit 5)

         23.2   -    Consent of Deloitte & Touche LLP

         24     -    Powers of Attorney
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 Omaha, and the State of Nebraska, on July 20, 1999.

                                     Valmont Industries, Inc.

                                  /s/ Mogens C. Bay
                              By_________________________
                                  Mogens C. Bay
                                  Chairman and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on July 20, 1999.

         Signature Title

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

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

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

Robert B. Daugherty*
Charles M. Harper*
John E. Jones*
Thomas F. Madison*
Charles D. Peebler, Jr.*
Bruce Rohde*
Walter Scott, Jr.*
Kenneth E. Stinson*

         *Mogens C. Bay, by signing  his name  hereto,  signs this  registration
statement  on behalf of each of the  directors  indicated.  A Power of  Attorney
authorizing such action has been filed herein as Exhibit 24.

                                             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 20th of July, 1999.

                                          VALMONT EMPLOYEE RETIREMENT
                                          SAVINGS PLAN

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

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

                                        By: /s/ Thomas P. Egan, Jr.
                                             ------------------------------
                                             Thomas P. Egan, Jr.
                                             Policy Committee Member
Index to Exhibits

     Exhibit No.             Exhibit                                     Page

 4.1    -    Certificate of  Incorporation,  as amended,  filed with the
             Company's  Quarterly  Report on Form  10-Q for the  quarter
             ended March 28, 1998 and incorporated herein by reference.

 4.2    -    Bylaws, as amended,  filed with the Company's Annual Report
             on Form 10-K for the fiscal  year ended  December  26, 1998
             and incorporated herein by reference.

 4.3    -    Rights  Agreement dated as of December 19, 1995 between the
             Company and First  National  Bank of Omaha as Rights  Agent
             filed with the Company's  Current  Report on Form 8-K dated
             December 19, 1995 incorporated herein by reference.

 4.4    -    Certificate  of  Adjustment  dated  May 30,  1997 to Rights
             Agreement  dated as of December 19, 1995,  filed as Exhibit
             4(b)  with the  Company's  Annual  Report  on Form 10-K for
             fiscal year ended December 27, 1997 and incorporated herein
             by reference.

 4.5    -    Valmont  Employee   Retirement  Savings  Plan  incorporated
             herein  by   reference   from   Exhibit  4.1  of  Valmont's
             Registration   Statement  on  Form  S-8  (33-57117)   filed
             December 29, 1994.

 5      -    Opinion    of    McGrath,    North,    Mullin    &   Kratz,
             P.C.....................

 23.1   -    Consent of McGrath,  North,  Mullin & Kratz,  P.C., counsel
             for the Company (included as part of Exhibit 5)

 23.2   -    Consent of Deloitte & Touche LLP...........................

 24     -    Powers of Attorney.........................................