As Filed with the Securities and Exchange      Registration Statement
Commission on May 2, 2002                         No. 333-_______
=====================================================================
                                  UNITED STATES
                       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 registrant as specified in its charter)

          Delaware                                        47-0351813
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

        One Valmont Plaza
         Omaha, Nebraska                                  68154-5215
(Address of principal executive offices)                  (Zip code)

                             Valmont 2002 Stock Plan
                            (Full title of the plan)

                                Terry J. McClain
                Senior Vice President and Chief Financial Officer
                            Valmont Industries, Inc.
                                One Valmont Plaza
                           Omaha, Nebraska 68154-5215
                     (Name and address of agent for service)

                                  402-963-1000
                     (Telephone number, including area code,
                              of agent for service)
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<S>                        <C>                 <C>                  <C>                      <C>
========================== =================== ==================== ======================== ====================
                                               Proposed maximum     Proposed maximum
Title of securities to     Amount to be        offering price per   aggregate offering       Amount of
be registered              registered          share (1)            price (1)                registration fee
-------------------------- ------------------- -------------------- ------------------------ --------------------
Common Stock (2)           1,700,000           $  19.25             $  32,725,000            $  3,011
($1.00 par value)
========================== =================== ==================== ======================== ====================
</TABLE>
(1)  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
     price of Valmont's common stock on the Nasdaq National Stock Market on
     April 26, 2002.

(2)  This registration statement also applies to preferred share purchase rights
     which are attached to and trade with each share of common stock.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this registration statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the plan as required by
Securities Act Rule 428(b). Such documents are not being filed with the
Commission as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Valmont Industries, Inc. hereby incorporates by reference in this
registration statement the following documents previously filed with the
Commission:

         (a)      Annual Report on Form 10-K for the fiscal year ended December
                  29, 2001.

         (b)      The description of Valmont's common stock and related rights
                  contained in registration statements filed under the
                  Securities Exchange Act of 1934, including any amendment or
                  report filed for the purpose of updating such description.

         All documents subsequently filed by Valmont pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to Article IX of the Certificate of Incorporation of Valmont,
Valmont 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
Valmont or its stockholders for monetary damages for breach of fiduciary duty as
a director. A director shall continue to be liable for (1) any breach of a
director's duty of loyalty to Valmont or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (3) paying a dividend or approving a stock repurchase which would
violate Section 174 of the General Corporation Law of the State of Delaware; or
(4) any transaction from which the director derived an improper personal
benefit.

         The by-laws of Valmont provide for indemnification of Valmont officers
and directors against all expenses, liabilities or losses reasonably incurred or
suffered by the officer or director, including liability arising under the
Securities Act of 1933, to the extent legally permissible under Section 145 of
the General Corporation Law of the State of Delaware where any such person was,
is, or is 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 Valmont 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
Valmont.

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

Item 8.  Exhibits

         4.1    -    Certificate of Incorporation, as amended, filed as Exhibit
                     3 to Valmont'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 as Exhibit 3(ii) to Valmont'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
                     Valmont and First National Bank of Omaha as Rights Agent,
                     with Certificate of Adjustment, filed as Exhibit 4(i)
                     to Valmont's Annual Report on Form 10-K for the fiscal year
                     ended December 25, 1999 and incorporated herein by
                     reference.

         4.4    -    Valmont 2002 Stock Plan.

         4.5    -    Form of Common Stock Certificate filed as Exhibit 4.4 to
                     Valmont's Registration Statement on Form S-3 (333-59912)
                     and incorporated herein by reference.

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

         23.1   -    Consent of McGrath, North, Mullin & Kratz, P.C. (included
                     in Exhibit 5).

         23.2   -    Consent of Deloitte & Touche LLP.

         24     -    Powers of Attorney.

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

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

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

                  (2)      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.
                           Notwithstanding the foregoing, any increase or
                           decreased in the volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (3)      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) and (a)(2) of this section do
         not apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

          (b)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment 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)  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.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
               Securities Act of 1933,  each filing of the  registrant's  annual
               report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
               Securities Exchange Act of 1934 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
               he deemed to be the initial bona fide offering thereof.

          (e)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 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   Commission   such
               indemnification  is against public policy as expressed in the 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 controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question of whether such  indemnification by it is against public
               policy as  expressed in the Act and will be governed by the final
               adjudication of such issue.



<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, State of Nebraska, on April 29, 2002.

                                         Valmont Industries, Inc.

                                         By  /s/ Mogens C. Bay
                                           ------------------------------------
                                           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 April 29, 2002.

Signature                                             Title

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


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


  /s/ Mark C. Jaksich                         Vice President & Controller
------------------------------------            (Principal Accounting Officer)
Mark C. Jaksich


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


         *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>



                                Index to Exhibits

Exhibit No.                          Exhibit                           Page

         4.1    -    Certificate of Incorporation, as amended, filed as Exhibit
                     3 to Valmont'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 as Exhibit 3(ii) to Valmont'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
                     Valmont and First National Bank of Omaha as Rights Agent,
                     with Certificate of Adjustment, filed as Exhibit 4(i)
                     to Valmont's Annual Report on Form 10-K for the fiscal year
                     ended December 25, 1999 and incorporated herein by
                     reference.

         4.4    -    Valmont 2002 Stock Plan...................................

         4.5    -    Form of Common Stock Certificate filed as Exhibit 4.4 to
                     Valmont's Registration Statement on Form S-3 (333-59912)
                     and incorporated herein by reference.

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

         23.1   -    Consent of McGrath, North, Mullin & Kratz, P.C. (included
                     in Exhibit 5).

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

         24     -    Powers of Attorney........................................
[{"type": "S-8", "sequence": "1", "filename": "vlms8.txt", "secsgml_size_bytes": 18076}]
{"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": "333-87432", "film-number": "02631438"}, "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      Registration Statement
Commission on May 2, 2002                         No. 333-_______
=====================================================================
                                  UNITED STATES
                       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 registrant as specified in its charter)

          Delaware                                        47-0351813
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

        One Valmont Plaza
         Omaha, Nebraska                                  68154-5215
(Address of principal executive offices)                  (Zip code)

                             Valmont 2002 Stock Plan
                            (Full title of the plan)

                                Terry J. McClain
                Senior Vice President and Chief Financial Officer
                            Valmont Industries, Inc.
                                One Valmont Plaza
                           Omaha, Nebraska 68154-5215
                     (Name and address of agent for service)

                                  402-963-1000
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
========================== =================== ==================== ======================== ====================
                                               Proposed maximum     Proposed maximum
Title of securities to     Amount to be        offering price per   aggregate offering       Amount of
be registered              registered          share (1)            price (1)                registration fee
-------------------------- ------------------- -------------------- ------------------------ --------------------
Common Stock (2)           1,700,000           $  19.25             $  32,725,000            $  3,011
($1.00 par value)
========================== =================== ==================== ======================== ====================
(1)  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
     price of Valmont's common stock on the Nasdaq National Stock Market on
     April 26, 2002.

(2)  This registration statement also applies to preferred share purchase rights
     which are attached to and trade with each share of common stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this registration statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the plan as required by
Securities Act Rule 428(b). Such documents are not being filed with the
Commission as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Valmont Industries, Inc. hereby incorporates by reference in this
registration statement the following documents previously filed with the
Commission:

         (a)      Annual Report on Form 10-K for the fiscal year ended December
                  29, 2001.

         (b)      The description of Valmont's common stock and related rights
                  contained in registration statements filed under the
                  Securities Exchange Act of 1934, including any amendment or
                  report filed for the purpose of updating such description.

         All documents subsequently filed by Valmont pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to Article IX of the Certificate of Incorporation of Valmont,
Valmont 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
Valmont or its stockholders for monetary damages for breach of fiduciary duty as
a director. A director shall continue to be liable for (1) any breach of a
director's duty of loyalty to Valmont or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (3) paying a dividend or approving a stock repurchase which would
violate Section 174 of the General Corporation Law of the State of Delaware; or
(4) any transaction from which the director derived an improper personal
benefit.

         The by-laws of Valmont provide for indemnification of Valmont officers
and directors against all expenses, liabilities or losses reasonably incurred or
suffered by the officer or director, including liability arising under the
Securities Act of 1933, to the extent legally permissible under Section 145 of
the General Corporation Law of the State of Delaware where any such person was,
is, or is 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 Valmont 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
Valmont.

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

Item 8.  Exhibits

         4.1    -    Certificate of Incorporation, as amended, filed as Exhibit
                     3 to Valmont'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 as Exhibit 3(ii) to Valmont'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
                     Valmont and First National Bank of Omaha as Rights Agent,
                     with Certificate of Adjustment, filed as Exhibit 4(i)
                     to Valmont's Annual Report on Form 10-K for the fiscal year
                     ended December 25, 1999 and incorporated herein by
                     reference.

         4.4    -    Valmont 2002 Stock Plan.

         4.5    -    Form of Common Stock Certificate filed as Exhibit 4.4 to
                     Valmont's Registration Statement on Form S-3 (333-59912)
                     and incorporated herein by reference.

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

         23.1   -    Consent of McGrath, North, Mullin & Kratz, P.C. (included
                     in Exhibit 5).

         23.2   -    Consent of Deloitte & Touche LLP.

         24     -    Powers of Attorney.

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

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

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

                  (2)      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.
                           Notwithstanding the foregoing, any increase or
                           decreased in the volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (3)      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) and (a)(2) of this section do
         not apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

          (b)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment 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)  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.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
               Securities Act of 1933,  each filing of the  registrant's  annual
               report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
               Securities Exchange Act of 1934 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
               he deemed to be the initial bona fide offering thereof.

          (e)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 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   Commission   such
               indemnification  is against public policy as expressed in the 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 controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question of whether such  indemnification by it is against public
               policy as  expressed in the 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 Omaha, State of Nebraska, on April 29, 2002.

                                         Valmont Industries, Inc.

                                         By  /s/ Mogens C. Bay
                                           ------------------------------------
                                           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 April 29, 2002.

Signature                                             Title

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

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

  /s/ Mark C. Jaksich                         Vice President & Controller
------------------------------------            (Principal Accounting Officer)
Mark C. Jaksich

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

         *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
Index to Exhibits

Exhibit No.                          Exhibit                           Page

         4.1    -    Certificate of Incorporation, as amended, filed as Exhibit
                     3 to Valmont'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 as Exhibit 3(ii) to Valmont'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
                     Valmont and First National Bank of Omaha as Rights Agent,
                     with Certificate of Adjustment, filed as Exhibit 4(i)
                     to Valmont's Annual Report on Form 10-K for the fiscal year
                     ended December 25, 1999 and incorporated herein by
                     reference.

         4.4    -    Valmont 2002 Stock Plan...................................

         4.5    -    Form of Common Stock Certificate filed as Exhibit 4.4 to
                     Valmont's Registration Statement on Form S-3 (333-59912)
                     and incorporated herein by reference.

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

         23.1   -    Consent of McGrath, North, Mullin & Kratz, P.C. (included
                     in Exhibit 5).

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

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