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


                                February 23, 2004
                Date of Report (Date of earliest event reported)


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

Delaware                             0-3701                   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.

     Valmont  Industries,  Inc.  issued a press  release on  February  23,  2004
announcing   the  signing  of  a  definitive   agreement   to  acquire   Newmark
International, Inc. The press release is attached as an exhibit and incorporated
by reference.

Item 7(c).  Exhibits.

     99.1 Press release dated February 23, 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:  February 23, 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 February 23, 2004..........................