Mail Stop 7010

                                                April 12, 2006



Mr. Terry J. McClain
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154-5215

	RE:	Valmont Industries, Inc.
      Form 10-K for the fiscal year ended December 31, 2005
		Filed March 14, 2006
      File # 1-31429


Dear Mr. McClain:

      We have reviewed your filings and have the following
comments.
We have limited our review to only disclosures concerning EBITDA,
cash overdrafts, acquisitions and disclosure controls and
procedures
and will make no further review of your documents.  Where
indicated,
we think you should revise your disclosures in future filings in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2005

Selected Financial Data, page 22
1. We note that you present EBITDA as a key financial measure.  It
is
not clear to us that your current presentation complies with Item
10(e)(i)(A) of Regulation S-K.  In this regard, given that you
state
that this measure is important because it is the basis for
determining your maximum borrowing capacity at any one time, we
assume that you are presenting this as a measure of your
liquidity.
However, we note that you have reconciled EBITDA to Net Income as
though it were a performance measure.  Please advise, or confirm
to
us that you will revise this reconciliation in future filings.
Refer
to Question 15 from the Staff`s Frequently Asked Questions
Regarding
the Use of Non-GAAP Measures, available on our website at
www.sec.gov/divisions/corpfin/faqs/ nongaapfaq.htm.

Note 1. Summary of Significant Accounting Policies - Principles of
Consolidation, page 47
2. We read that you have classified your cash overdrafts as
accounts
payable in your consolidated balance sheets.  Please confirm to us
that you have classified these overdrafts as financing activities
in
your consolidated statements of cash flows.  If not, please
explain
to us how you determined that your cash flow statement
classification
was appropriate.

Note 2. Acquisitions, page 50
3. Tell us, with a view towards future disclosure, how you
determined
the value of the customer relationships obtained in the
acquisition
of Newmark International, Inc.  In this regard, please also tell
us
how you determined that a 20-year useful life was appropriate.
Also
tell us how you determined that your acquired Newmark and Sigma
trademarks and trade names were indefinite lived.  Your response
should address each of the criteria in paragraph 11 of SFAS 142.

Item 9A. Controls and Procedures, page 73
4. We note your disclosure that your Chief Executive Officer and
Chief Financial Officer concluded that your disclosure controls
and
procedures were effective in timely providing them with material
information required to be included in your periodic filings.
Please
confirm to us, and revise future filings to clarify, if true, that
your officers concluded that your disclosure controls and
procedures
are effective  to ensure that information required to be disclosed
in
the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosures and are effective to
ensure
that you record, process, summarize and report the information
required to be disclosed in reports filed under the Exchange Act
within the specified time periods.   Alternatively, in future
filings
you may simply conclude that your disclosure controls are
effective
or ineffective, whichever the case may be.  See Exchange Act Rule
13a-15(e).


*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-
3747,
Jennifer Thompson, Staff Accountant, at (202) 551-3737 or, in
their
absence, to the undersigned at (202) 551-3768.
      .


							Sincerely,




							John Cash
							Accounting Branch Chief

Mr. Terry J. McClain
Valmont Industries, Inc.
April 12, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE