8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


                                 April 20, 2004
                Date of Report (Date of earliest event reported)


                            Valmont Industries, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                            1-31429                       47-0351813
(State or other jurisdiction    (Commission File Number)       (IRS Employer
of incorporation)                                            Identification No.)



One Valmont Plaza
Omaha, Nebraska                                                   68154
(Address of principal executive offices)                        (Zip Code)


                                 (402) 963-1000
              (Registrant's telephone number, including area code)






Item 5.  Other Events.

     On  April  20,  2004,  Valmont  Industries,  Inc.  issued  a press  release
announcing  that it  intends to offer,  subject to market and other  conditions,
$150 million of senior  subordinated  notes due 2014 in a private offering.  The
press release is attached as Exhibit 99.1 and incorporated by reference.


Item 7(c).  Exhibits.

     99.1 Press Release dated April 20, 2004.








                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              Valmont Industries, Inc.

Date:  April 20, 2004
                                              By:    /s/ Terry J. McClain
                                                     -------------------------
                                              Name:  Terry J. McClain
                                              Title: Senior Vice President and
                                                       Chief Financial Officer





                                  EXHIBIT INDEX


Exhibit               Description                                     Page No.

99.1       Press release dated April 20, 2004...........................

EX-99.1

News Release                                                      April 20, 2004


            Valmont Industries, Inc. Announces $150 Million Offering
                          of Senior Subordinated Notes

     Omaha,  NE  -  Valmont  Industries,   Inc.(NYSE:  VMI),  a  leading  global
manufacturer of engineered  support structures for infrastructure and mechanized
irrigation  equipment  for  agriculture  and a  provider  of  coating  services,
announced  today  that  it  intends  to  offer,  subject  to  market  and  other
conditions,  $150  million  of senior  subordinated  notes due 2014 in a private
offering.  Valmont  intends to use the net proceeds of the proposed  offering to
repay  borrowings  from a  bridge  loan and  revolving  credit  facility.  Those
borrowings were used to fund the April 16 acquisition of Newmark  International,
Inc. of Birmingham,  Alabama,  from Newmark's  parent company,  Pfleiderer AG of
Neumarkt, Germany.

     This  announcement  is  neither an offer to sell nor a  solicitation  of an
offer to buy any of these securities. The securities to be offered have not been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or any state  securities laws and, unless so registered,  the securities may not
be offered or sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

     Valmont is the global leader in designing and manufacturing  poles,  towers
and  structures  for lighting and traffic,  wireless  communication  and utility
markets,  and a provider of protective coating services.  Valmont also leads the
world  in  mechanized  irrigation  equipment  for  agriculture,  enhancing  food
production while conserving and protecting natural water resources. In addition,
Valmont  produces  a wide  variety  of  tubing  for  commercial  and  industrial
applications.

     This release contains forward-looking statements, within the meaning of the
Private Securities  Litigation Reform Act of 1995. These statements are based on
management's  current  views and estimates  and are subject to  uncertainty  and
changes in  circumstances.  Future economic and market  circumstances,  industry
conditions,  Company performance and financial results,  operating efficiencies,
availability and price of raw materials,  availability and market  acceptance of
new  products,   product  pricing,   domestic  and   international   competitive
environment,   actions  and  policy   changes  of  domestic  and   international
governments and other risks described from time to time in Valmont's  reports to
the  Securities and Exchange  Commission are examples of factors,  among others,
that could  cause  results to differ  materially  from  those  described  in the
forward-looking   statement.  The  Company  cautions  that  any  forward-looking
statement  included  in this press  release is made as of the date of this press
release  and the  Company  does not  undertake  to  update  any  forward-looking
statement.