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 28, 1996 
              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      (Commission     (IRS Employer 
         jurisdiction of       File Number)   Identification No.) 
         incorporation) 


            Valley, Nebraska                              68064 
         (Address of principal executive offices)      (Zip Code) 


    Registrant's telephone number, including area code (402) 359-2201

                                   Page 1 













ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS 

On February 28, 1996, the Board of Directors approved the recommendation by
the Audit Committee of the Board of Directors to (i) engage Deloitte & Touche
LLP as the independent accountants for Valmont Industries, Inc. and (ii)
dismiss KPMG Peat Marwick LLP as such independent accountants.

During the two fiscal years ended December 30, 1995 and the subsequent
interim period through February 28, 1996, (i) there were no disagreements
with KPMG Peat Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to its satisfaction would have caused it to
make reference in connection with its report to the subject matter of the
disagreement, and (ii) KPMG Peat Marwick LLP has not advised the registrant
of any reportable events as defined in paragraph (A) through (D) of
Regulation S-K Item 304 (a)(1)(v).

The accountants' report of KPMG Peat Marwick LLP on the consolidated
financial statements of Valmont Industries, Inc. and subsidiaries as of and
for the years ended December 30, 1995 and December 31, 1994 did not contain
any adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles.  A letter
from KPMG Peat Marwick LLP is attached as Exhibit 16.





ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS. 

            A.   Exhibits:

                 Exhibit 16.  Letter re change in certifying accountants.












                                     Page 2












                            SIGNATURE 

     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:  March 4, 1996           By:/S/Terry J. McClain
                                  _______________________________ 
                                  Terry J. McClain 
                                  Vice President and Chief 
                                  Financial Officer





















                                   Page 3