As Filed with the Securities and Exchange Commission on May 7, 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 1999 Stock Plan
                          Valmont Consultant Agreements
                            (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
<TABLE>
----------------------- --------------------- -------------------- ------------------------ --------------------
<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            share                price(1)                 registration fee
----------------------- --------------------- -------------------- ------------------------ --------------------
Common Stock            1,725,000             $    15.53           $  26,789,250            $     7,448
----------------------- --------------------- -------------------- ------------------------ --------------------
</TABLE>
(1)   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 May 5, 1999.





<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  Company's  employees  (as  defined  in the
instructions to Form S-8) receiving securities  registered hereunder 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. (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 26, 1998.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the Securities  Exchange Act of 1934 (the  "Exchange  Act") by
                  the Company since the end of the  Company's  fiscal year ended
                  December 26, 1998.

         (c)      The  description  of the  Company's  common  stock and related
                  rights  contained in registration  statements  filed under the
                  Exchange Act,  including any amendment or report 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.
<PAGE>
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;  provided,  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  by-laws 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 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 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 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 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 1999 Stock Plan

         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

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:


<PAGE>



                         (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)(l)(i)   and
                         (A)(l)(ii) do not apply if the information  required to
                         be  included  in  a  post-effective  amendment  by  the
                         foregoing  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 therein,
                         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 he
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 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  Securities
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, and the State of Nebraska, on April 27, 1999.

                                      Valmont Industries, Inc.

                                        /s/ Mogens C. Bay
                                     By_________________________
                                       Mogens C. Bay
                                       President 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 27, 1999.

         Signature Title

/s/ Mogens C. Bay
_________________________        Director, President 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>



                                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 1999 Stock Plan...................................

  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>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17068}]
{"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": "333-78017", "film-number": "99613737"}, "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 May 7, 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 1999 Stock Plan
                          Valmont Consultant Agreements
                            (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            share                price(1)                 registration fee
----------------------- --------------------- -------------------- ------------------------ --------------------
Common Stock            1,725,000             $    15.53           $  26,789,250            $     7,448
----------------------- --------------------- -------------------- ------------------------ --------------------
(1)   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 May 5, 1999.
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  Company's  employees  (as  defined  in the
instructions to Form S-8) receiving securities  registered hereunder 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. (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 26, 1998.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the Securities  Exchange Act of 1934 (the  "Exchange  Act") by
                  the Company since the end of the  Company's  fiscal year ended
                  December 26, 1998.

         (c)      The  description  of the  Company's  common  stock and related
                  rights  contained in registration  statements  filed under the
                  Exchange Act,  including any amendment or report 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.
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;  provided,  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  by-laws 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 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 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 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 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 1999 Stock Plan

         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

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)(l)(i)   and
                         (A)(l)(ii) do not apply if the information  required to
                         be  included  in  a  post-effective  amendment  by  the
                         foregoing  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 therein,
                         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 he
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 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  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 Omaha, and the State of Nebraska, on April 27, 1999.

                                      Valmont Industries, Inc.

                                        /s/ Mogens C. Bay
                                     By_________________________
                                       Mogens C. Bay
                                       President 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 27, 1999.

         Signature Title

/s/ Mogens C. Bay
_________________________        Director, President 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
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 1999 Stock Plan...................................

  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........................................