UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                December 18, 2005
                Date of report (Date of earliest event reported)

                            Valmont Industries, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

            1-31429                                   47-0351813
      (Commission File Number)               (IRS Employer Identification No.)

                     One Valmont Plaza
                         Omaha, NE                                68154
         (Address of Principal Executive Offices)              (Zip Code)

                                 (402) 963-1000
              (Registrant's Telephone Number, Including Area Code)


- -------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





Item 1.01. Entry into a Material Definitive Agreement.

     The Valmont board of directors,  upon  recommendation  of the  Compensation
Committee,  on December 19, 2005  established  fiscal 2006 base salaries for the
five executive  officers named in the 2005 proxy  statement (the  "Executives"):
Mogens Bay, $795,000;  Terry McClain,  $360,400;  Robert Meaney,  $303,496; Mark
Jaksich,  $206,377;  and Mark Treinen,  $206,377.  The Compensation Committee on
December  18, 2005  established  the  performance  measures  for the fiscal 2006
annual incentives for the Executives. Such incentives were established under the
stockholder-approved  Valmont  Executive  Incentive Plan. A target incentive was
established  for each  executive  ranging from 35% to 100% of base  salary,  and
performance  goals were set based on earnings per share  performance.  A minimum
threshold  level of earnings per share must be attained  before any incentive is
earned  and  incentives  are  earned  based on  specific  performance  levels of
earnings per share.  Payout  under the plan to any  Executive is capped at three
times the target incentive.

     The  Compensation  Committee  on  December  18, 2005 also  established  the
performance  measures for  executives for the long-term  incentive  program with
respect to the three-year  cycle of fiscal 2006 - fiscal 2008.  Such  incentives
were established  under the  stockholder-approved  Valmont  Executive  Incentive
Plan.  Targets were  established  for each Executive  ranging from 25% to 60% of
base salary,  which amount is converted to  performance  shares.  The  Committee
established  performance  goals  based on return  on  invested  capital  for the
Company over the three-year  term,  with a performance  matrix pursuant to which
the performance  shares may be increased or decreased based on greater or lesser
levels of performance.  Results for each year are weighted 20%, 30% and 50% over
the  three-year  cycle.  Earned  performance  shares are valued at the Company's
stock price at the end of the performance  period and awards may be paid in cash
or in shares of common stock, or any combination of cash and stock as determined
by the Committee.  Payout under the plan to any Executive is capped at two times
the target incentive.

     The  Compensation  Committee on December  18, 2005 also granted  restricted
shares  and  stock  options  to the  Executives  as  follows:  Mr.  Bay,  37,000
restricted  shares; Mr. McClain,  10,000 restricted  shares;  Mr. Meaney,  5,000
restricted shares;  Mr. Jaksich,  10,000 stock options;  and Mr. Treinen,  7,500
stock  options.  The  restricted  shares  vest  if  the  Executive's  employment
terminates upon death,  disability or normal retirement on or after age 62, upon
involuntary  termination  prior to age 62  without  cause,  or upon a change  of
control of the  company.  Dividends  are paid on  restricted  shares.  The stock
options are  exercisable at market price on the grant date, have a term of seven
years, and vest beginning on the first anniversary of the grant in equal amounts
over  three  years.  The  restricted  share and stock  option  grants  were made
pursuant to the stockholder-approved Valmont 2002 Stock Plan.

     The Valmont  board of  directors on December  19, 2005  confirmed  director
compensation for fiscal 2006.  Director  compensation for 2006 is unchanged from
director   compensation  for  2005  other  than  the  lead  director   retainer.
Non-employee  directors  will  receive (1) an annual  retainer  of $55,000,  (2)
$2,500 for each board  meeting  attended  ($1,000 if the  participation  was via
teleconference),  and (3) $2,000 for each committee meeting  attended.  The lead
director  receives an additional  $35,000 per year and each  committee  chairman
receives an additional  $10,000 per year.  Directors have the ability to receive
cash fees in the form of deferred compensation which accrues interest indexed to
U.S. Government Bonds compounded monthly.

     Non-employee  directors also receive equity compensation as provided in the
stockholder-approved 2002 Stock Plan. The equity compensation consists of (1) an
annual  grant of 2,000  shares  of common  stock  and (2) an  annual  grant of a
nonqualified  stock option for 4,000 shares of common stock  exercisable  at the
fair market value of the Company's common stock on the date of grant. The equity
grants are made  annually on the date of and  following  completion of Valmont's
annual  stockholders'  meeting.  The  common  stock  grant  is  forfeited  if  a
director's  services terminate for any reason other than death,  retirement from
the board at mandatory  retirement  age, or  resignation or failure to stand for
re-election, in any case without the prior approval of the board.

     Valmont does not have a defined benefit pension plan. Valmont maintains the
Valmont Employee Retirement Savings Plan (a 401(k) Plan) and the related Valmont
restoration  plan (a  non-qualified  plan  designed to restore  401(k)  benefits
limited by IRS  regulations).  The amounts  contributed by Valmont to such plans
for executive officers are generally 4.5% of the executive  officer's salary and
bonus (15% for Messrs.  Bay,  McClain and Meaney).  The  Compensation  Committee
determined to end the Valmont perquisites program effective for fiscal 2006. The
Chief  Executive  Officer is directed by company  security policy to use company
aircraft for both business and personal travel.

Item 5.02. Departure of Directors of Principal Officers;  Election of Directors;
Appointment of Principal Officers.

     (d) On December 19, 2005, at a regularly  scheduled  meeting of the Valmont
board of  directors,  the board  elected Mr.  Daniel P. Neary to the board for a
term  expiring  in 2006.  Mr.  Neary  was also  appointed  to serve on the Audit
Committee.

     Mr. Neary, age 53, has held a number of key management  positions at Mutual
of Omaha and was named Chairman and Chief  Executive  Officer of Mutual of Omaha
in December  2004.  Mutual of Omaha is a full service,  multi-line  organization
providing insurance and financial services products for individuals,  businesses
and groups  throughout  the United  States.  Mr.  Neary  joined  Mutual of Omaha
Insurance Company in 1975.

Item 8.01  Other Events

     Valmont adopted a Stockholder Rights Plan in 1995 under which each share of
Valmont common stock carried with it certain  preferred  stock purchase  rights.
The rights  were  subject to the terms and  conditions  of the Rights  Agreement
dated December 19, 1995, as amended.  The Valmont board of directors  determined
to allow  the  preferred  stock  purchase  rights to expire  December  19,  2005
pursuant to the Rights Agreement, effectively terminating the Stockholder Rights
Plan.





                                   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:  December 22, 2005
                                     By:  /s/ Terry J. McClain
                                        ______________________________________
                                        Name:  Terry J. McClain
                                        Title:   Senior Vice President and
                                                 Chief Financial Officer