<PAGE>

================================================================================
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K
(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (Fee Required)
          For the fiscal year ended December 31, 1995

                                OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (No Fee Required)
          For the transition period from           to

                         Commision file number 1-5259

                             PITT-DES MOINES, INC.
            (Exact name of registrant as specified in its charter)

         Pennsylvania                                 25-0729430
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

3400 Grand Avenue, Pittsburgh, Pennsylvania              15225
 (Address of principal executive offices)              (Zip Code)

                                 412-331-3000
             (Registrant's telephone number, including area code)

          Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
Common Stock, no par value                               American Stock Exchange

       Securities Registered Pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.   Yes X   No
                           --     --

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K [ ].

The aggregate market value of the registrant's voting stock held by non-
affiliates was at least $56,853,896 on February 29, 1996, based upon the average
between the highest and lowest sales prices of the registrant's Common Stock as
reported in the consolidated transactions reporting system.

    Common Stock outstanding as of February 29, 1996 . . . . .2,323,633 shares.

Documents Incorporated By Reference:

    Certain portions of the documents of the Registrant listed below have been
incorporated by reference into the indicated parts of this Annual Report on Form
10-K:

    Proxy Statement anticipated to be dated April 1, 1996..Part III, Items 10-13

    Annual Report to Stockholders for fiscal year ended December 31, 1995 . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part I and Part II


================================================================================

<PAGE>
 
                                    PART I

Item 1. Business

General

    Pitt-Des Moines, Inc. and its subsidiaries (PDM or the Company) began
conducting business in 1892. PDM was incorporated in Pennsylvania on February
14, 1916. The Company's principal executive offices are located at 3400 Grand
Avenue, Pittsburgh, Pennsylvania 15225, telephone number (412) 331-3000.

    Effective with the disposition of CVI's operations during the fourth quarter
of 1994 (see Discontinued Operation note accompanying the consolidated financial
statements), the Company is comprised of three business segments: Engineered
Construction Division, Steel Construction and Steel Service Centers. Each
segment is a profit center except the Steel Construction business segment which
is divided into three profit centers as noted below. 

    A summary of the Company's products and services by business segment is set
forth below.

    Engineered Construction Division 

    In 1994, the Engineered Construction Division was reorganized into three
    project groups: Water, Industrial, and International and Technology. These
    market groups provide:

    a)  The capability to design, fabricate and erect many types of facilities
        and structures; services offered include research and design, material
        selection, preparation of detailed drawings, shop fabrication, field
        erection and subcontract management.

    b)  The capability to design, fabricate and erect elevated and flat bottom
        water storage tanks for water service and fire protection requirements
        and treatment tanks for the purification, filtration and softening of
        water. The principal purchasers of the Company's water storage tanks and
        wastewater treatment facilities are government agencies and private
        industry.

    c)  The capability to design, fabricate and erect oil and chemical storage
        tanks used for storing crude oil, petroleum, gasoline and other
        petroleum derivatives and chemicals. The Company has developed and
        patented certain systems, parts and sealing devices which help to reduce
        the hazards of fire and explosion from the stored products, as well as
        to decrease air pollution and vapor loss. Additionally, the Company
        fabricates and erects various vessels used in the processing of a
        variety of oil and chemical products. The oil and chemical tanks,
        sealing devices and process vessels are produced principally for the
        petroleum, petrochemical, chemical and food processing industries as
        well as government agencies.

                                      -2-
<PAGE>
 
Item 1.  Business (Cont'd)

    d)  The capability to fabricate and erect miscellaneous plate work which
        includes penstocks and breechings, stacks and stack liners, scrubbers,
        absorbers, flow conductors and heat exchangers for utilities and private
        industry.

    e)  The capability to design, fabricate and erect high speed wind tunnels,
        altitude test chambers, hydrospace test facilities and high vacuum and
        thermal test facilities for use in connection with energy, aerospace and
        defense research.

    f)  The capability to design and build supercritical fluid extraction
        facilities for the food processing industry.

    g)  The capability to design and build anaerobic digesters for the
        wastewater treatment industry.


    Steel Construction 

    On September 1, 1994, the Company acquired the bridge fabricating assets of
    Phoenix Steel, Inc., located in Eau Claire, Wisconsin. These assets were
    combined with the bridge fabricating assets of Hartwig Mfg. Corp. (which was
    merged with and into the Company on December 31, 1994) to form the PDM
    Bridge Division. PDM Bridge, PDM Strocal, Inc. and PDM Chicago Steel
    Construction comprise the three profit centers of Steel Construction which
    provide:

    a)  The capability to fabricate and erect structural steel for commercial,
        institutional and public sector buildings for government agencies,
        private developers and general contractors.

    b)  The capability to fabricate structural steel for new bridges and
        fabricate and erect structural steel for bridge rehabilitation for
        government agencies and general contractors.


    Steel Service Centers  

    The Steel Service Centers operate six steel service centers and three
    culvert facilities located in the West and Midwest regions of the United
    States. This Division processes and distributes to the end users, a general
    line of carbon steel products including plates, sheets, structural shapes,
    bars, tubes, pipe and other miscellaneous metal products. This Division also
    manufactures and markets to the end users, corrugated metal culvert pipe and
    accessories. The Steel Service Centers' primary markets include steel
    fabricators, original equipment manufacturers and the mining, logging,
    agricultural and road construction industries.

                                      -3-
<PAGE>
 
Item 1.  Business (Cont'd)

    Steel Service Centers (Cont'd)

    The Company and the industry as a whole deem the maintenance of adequate
    levels of inventory to be integral to the Service Center business. The
    Company believes that it has adequate levels of inventory on hand to meet
    current and anticipated customer demand.

Other

    Several large companies compete nationally in some product lines with the
Company and there are several local and regional companies that compete in
certain product lines in specific geographic areas. The majority of the
Company's business is secured through open competitive bidding or through direct
negotiations with industry or government agencies. Competition is based
primarily on performance including the ability to provide design, engineering
and on-site field construction services in a cost-effective, timely manner. The
Steel Service Centers' volume of business is based on the price, delivery and
credit terms, and first stage preprocessing operations offered to its customers
as well as its reputation.

    Earned revenue was $461 million in 1995, compared with $408 million in 1994
and $324 million in 1993. For further financial information refer to
Consolidated Financial Statements in PDM's 1995 Annual Report to Stockholders
which are incorporated herein by reference.

    The principal raw materials essential to the Company's business are steel,
alloys and other metal plates and structural sections. The Company procures
these raw materials from various domestic and foreign sources including, the
mills of USX Corporation, Bethlehem Steel Corporation, Northwestern Steel and
Wire Company, Nucor Steel, British Steel and Mitsubishi International
Corporation.

    The Company has a license and technical assistance agreement with Roediger,
a German corporation, which gives the Company exclusive rights in North America
and other selected countries worldwide to use the Roediger technology, a process
which utilizes anaerobic digestion in the treatment of wastewater. Revenues to
date from this technology have not been material to the Company.

    Some components of the other products made and erection techniques used by
the Company are covered by patents owned or licensed by the Company. None of
these are deemed to be material to the Company from an overall financial
viewpoint.

    The Company had a backlog of uncompleted contracts of $183 million on
December 31, 1995 compared to $194 million on December 31, 1994. Substantially
all backlog is expected to be completed during 1996.

    Factors such as the type and scope of operations in progress at any given
time, including weather conditions at field sites, create fluctuations in the
employment level at PDM. On December 31, 1995, the Company employed 2,082
persons, of which 635 were salaried personnel and 1,447 were hourly personnel.

                                      -4-
<PAGE>
 
Item 1.  Business (Cont'd)

    The financial information for business segments is included in the Business
Segment Information section in PDM's 1995 Annual Report to stockholders, which
section is incorporated herein by reference.

Item 2.  Properties

    Operations of the Company are conducted at both owned and leased properties.
In addition, certain owned properties of the Company are leased to third party
tenants. The following table indicates each of the Company's facilities in the
United States by: segment, location, type of facility, year operations began,
and square footage of property owned or leased on December 31, 1995:

<TABLE>
<CAPTION>
                                                                             YEAR                     
                                           TYPE OF                         OPERATIONS                SQUARE 
    LOCATION                               FACILITY                          BEGAN                  FOOTAGE
<S>                             <C>                                       <C>                      <C>
Engineered Construction Division

Birmingham, Alabama (1)              Warehouse and office                     1994                    4,000
Fresno, California                        Toolhouse                           1963                   52,140
Clive, Iowa                     Fabrication plant and office                  1955                  176,537
Des Moines, Iowa                          Toolhouse                           1900                   29,000
Pittsburgh, Pennsylvania            Office and toolhouse                      1908                   98,776
Warren, Pennsylvania                   Fabrication plant                      1959                  125,960
Franklin, Tennessee                       Toolhouse                           1977                   28,220
Hitchcock, Texas (2)                      Toolhouse                           1994                    5,000
Provo, Utah                           Fabrication plant                       1959                  154,950

Steel Construction

Stockton, California            Fabrication plant and office                   1987                 142,300
Chicago, Illinois                Fabrication plant and office                  1987                 520,800
Eau Claire, Wisconsin            Fabrication plant and office                  1994                 309,500
Wausau, Wisconsin                     Fabrication plant                        1991                 160,460
 
Steel Service Centers

Fresno, California                  Warehouse and office                       1955                 112,800
Santa Clara, California             Warehouse and office                       1947                 108,528
Stockton, California                Warehouse and office                       1955                 191,493
Cedar Rapids, Iowa                  Warehouse and office                       1976                  66,800
Sparks, Nevada                      Warehouse and office                       1974                  64,936
Tualatin, Oregon                    Warehouse and office                       1964                  31,620
Spanish Fork, Utah                  Warehouse and office                       1977                  74,280
Arlington, Washington (3)           Warehouse and office                       1993                  13,965
</TABLE>

                                      -5-
<PAGE>
 
Item 2.  Properties (Cont'd)

<TABLE>
<CAPTION>
                                                                               YEAR                     
                                              TYPE OF                       OPERATIONS                SQUARE 
    LOCATION                                  FACILITY                         BEGAN                 FOOTAGE
<S>                             <C>                                        <C>                      <C>

Idle Holdings, Including Plant and Property (4)

Sacramento, California                      Land                               1966                      --  
Des Moines, Iowa                Fabrication plant and office                   1900                 339,100
Baltimore, Maryland                         Land                               1960                      --  
Hilliard, Ohio                  Fabrication plant and office                   1971                 179,000
Pittsburgh, Pennsylvania                   Office                              1908                  10,234
Provo, Utah                                Office                              1959                  15,731
Wausau, Wisconsin                          Office                              1991                   4,120
</TABLE>
__________
(1) Company leases land from outside third party. Lease will expire March 31,
    1999.
(2) Company leases land and building from outside third party. Lease will expire
    July 1, 1997.
(3) Company leases land from outside third party. Lease will expire January 31,
    2003.
(4) Company pursues the sale or development of all idle facilities and regularly
    evaluates similar opportunities for facilities not fully utilized.

    The properties listed above are utilized by the Company's business segments
as indicated. The Company's production capacity is adequate for its present
needs. The Company believes that its properties have been adequately maintained,
are generally in good condition and are suitable for the Company's business as
now conducted.

Item 3.  Legal Proceedings

    There are various claims and legal proceedings against the Company arising
in the normal course of business. Although counsel is unable to predict with
certainty the ultimate outcome, management and counsel believe the Company has
significant and meritorious defenses to any claims, and intend to pursue them
vigorously.

    As previously reported, in May 1984, Washington Public Power Supply System
(WPPSS) filed a complaint against the Company and its surety in the United
States District Court for the Eastern District of Washington. All of WPPSS'
claims against the Company and its surety have been dismissed.

    On November 3, 1993, an accident occurred at the construction site of a new
United States Post Office in Chicago where the Company's Steel Construction
business segment was in the process of fabricating and erecting the steel
structure of the building. Two men were killed and five seriously injured when a
portion of the erected steel collapsed. An investigation is being conducted by
the Federal Occupational Safety and Health Administration (OSHA) and the Justice
Department as required by OSHA law. See Accrued Liabilities note accompanying
the consolidated financial statements in PDM's 1995 Annual Report to
Stockholders, which note is incorporated herein by reference.

                                      -6-
<PAGE>
 
Item 3.  Legal Proceedings (Cont'd)

    The Company's operations, including idle facilities and other property, are
subject to and affected by federal, state and local laws and regulations
regarding the protection of the environment. The Company accrues for
environmental costs where such obligations are either known or considered
probable and can be reasonably estimated.

    The Company is participating as a potentially responsible party (PRP) at
three different sites pursuant to proceedings under the Comprehensive
Environmental Response, Compensation and Liability ACT (CERCLA). Other parties
have also been identified as PRP's at the sites. Investigative and/or remedial
activities are ongoing. The Company believes, based upon information presently
available to it, that such future costs will not have a material effect on the
Company's financial position, results of operations or liquidity. However, the
imposition of more stringent requirements under environmental laws or
regulations, new developments or changes regarding site cleanup costs or the
allocation of such costs amount PRP's or a determination that the Company is
potentially responsible for the release of hazardous substances at sites other
than those currently identified, could result in additional costs.

    Management believes it is improbable that the ultimate outcome of any matter
currently pending against the Company will materially affect the financial
position of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

    Not applicable

Executive Officers of the Registrant

    Information regarding executive officers of the Registrant is presented in
Part III following and incorporated herein by reference.

                                      -7-
<PAGE>
 
                              PART II

    Information for Items 5, 6 and 7 is included in PDM's 1995 Annual Report to
Stockholders and is incorporated herein by reference (and except for these
sections, and sections incorporated herein by reference in Items 1 and 8 of this
report, PDM's Annual Report to Stockholders is not deemed to be filed as part of
this report):

<TABLE>
<CAPTION>
                                                                             ANNUAL REPORT 
                                                                             TO STOCKHOLDERS             
ITEM NO.                        TITLE                                        SECTION/TITLE    
--------------                  -------------------------------              ------------------------------
<S>                             <C>                                          <C>   
Item 5.                         Market for Registrant's Common Equity        Common Stock Information
                                and Related Stockholder Matters              included in Stockholders'
                                                                             Reference section

Item 6.                         Selected Financial Data                      Five-Year Selected
                                                                             Financial Data

Item 7.                         Management's Discussion and Analysis         Management's Discussion
                                of Financial Condition and Results of        and Analysis
                                Operations

Item 8.                         Financial Statements and Supplementary Data
</TABLE>

The financial statements consisting of Consolidated Statements of Income,
Consolidated Statements of Financial Condition, Consolidated Statements of Cash
Flows, Consolidated Statements of Stockholders' Equity, Notes to Consolidated
Financial Statements, and Business Segment Information are included in the
Consolidated Financial Statements section of PDM's 1995 Annual Report to
Stockholders, which are incorporated herein by reference. The report of
independent auditors on PDM's consolidated financial statements is in the
Reports of Independent Auditors and Management section of PDM's 1995 Annual
Report to Stockholders which is incorporated herein by reference.

The unaudited Two-Year Quarterly Results of Operations in PDM's 1995 Annual
Report to Stockholders is incorporated herein by reference.

Item 9. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure

    Not applicable

                                      -8-
<PAGE>
 
                             PART III

Item 10.  Directors and Executive Officers of the Registrant (1)

    Regarding the directors of the Registrant, reference is made to the
information set forth under the caption "Election of Directors" in the Company's
definitive Proxy Statement anticipated to be dated April 1, 1996 (Proxy
Statement) which information is incorporated herein by reference.

    The principal executive officers of the Company and their recent business
experience are as follows:

W. R. Jackson, age 87

    Director since 1940;
    Chairman Emeritus since 1988; formerly Chairman of the Board since 1971.
    Mr. Jackson has been with the Company since 1936.

P. O. Elbert, age 65 (2)

    Director since 1988;
    Chairman of the Board of the Company since 1990; formerly President of the
    Company since 1988 and President, PDM Structural Group since 1987. Mr.
    Elbert joined the Company in 1987. Prior to 1987, Mr. Elbert was Vice
    Chairman of Chicago Steel Corporation since 1986; formerly a partner of
    Elbert and McKee Company since 1984; formerly President and Chief Executive
    Officer of Flint Steel Corporation since 1979; and formerly Group Vice
    President of Inryco, Inc., a subsidiary of Inland Steel Company since 1969.


Wm. W. McKee, age 57 (3)

    Director since 1988;
    President and Chief Executive Officer of the Company since 1990; formerly
    President, PDM Plate Group since May 1987 and formerly Executive Vice
    President, PDM Structural Group since April 1987. Mr. McKee joined the
    Company in 1987. Prior to 1987, Mr. McKee was Secretary of Chicago Steel
    Corporation since 1986; formerly a partner of Elbert and McKee Company since
    1984; formerly a consultant with McKee and Associates since 1983; formerly
    President of Hogan Manufacturing since 1980; and formerly President of
    Herrick Corporation since 1973.
                                 
R. A. Byers, age 48 (3)

    Treasurer since 1988 and Vice President, Finance and Administration since
    1987; formerly Vice President, Finance since 1984; formerly Controller since
    1982; formerly Assistant Controller since 1981; formerly Manager of
    Financial Reporting since 1979; and formerly with Ernst & Young LLP for ten
    years.

                                      -9-
<PAGE>
 
Item 10.  Directors and Executive Officers of the Registrant (Cont'd)

T. R. Lloyd, age 47 (3)

    Secretary and General Counsel since 1990; formerly Senior Attorney of
    Buchanan Ingersoll Professional Corporation, since 1989; formerly Vice
    President, Secretary and General Counsel for Arch Mineral Corporation since
    1984; and formerly Director and Secretary of U.S. Steel Mining Co., Inc.
    since 1979.
____________________
(1) Except where otherwise indicated, all references are to positions held with
    Pitt-Des Moines, Inc. Each executive officer of the Company is elected
    annually by the Board of Directors until his successor is elected and
    qualified, and each has served continually as an officer since first
    elected.

(2) The Company has a severance agreement with Mr. Elbert.

(3) The Company has agreements with each of Messrs. McKee, Byers and Lloyd
    covering, among other things, their positions as executive officers of the
    Company after a change of control.

Regarding Section 16 compliance, reference is made to the information set forth
under the caption "Compliance with Section 16 of the Exchange Act" in the
Company's definitive Proxy Statement anticipated to be dated April 1, 1996 which
information is incorporated herein by reference.

Item 11.  Executive Compensation

    Reference is made to the information set forth under the captions "Board of
Directors and Committees of the Board," "Executive Compensation and Other
Information," "Compensation Committee Interlocks and Insider Participation"
appearing in the Company's Proxy Statement, which information is incorporated
herein by reference; provided, however, that the information set forth under the
captions "Compensation Committee Report on Executive Compensation" and
"Performance Graph" in the proxy Statement shall not be deemed to be soliciting
material or to be "filed" with the Commission or subject to Regulation 14A or
14C (other than as provided in Item 402 of Regulation S-K) or to the liabilities
of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

    Reference is made to the information contained under the captions
"Stockholdings of Management" and "Principal Holders of Common Stock" in the
Company's Proxy Statement which information is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

    Reference is made to the information contained under the caption
"Compensation Committee Interlocks and Insider Participation" in the Company's
Proxy Statement which information is incorporated herein by reference.

                                      -10-
<PAGE>
 
                             PART IV

Item 14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1.  Financial Statements 

        The following consolidated financial statements and Report of
        Independent Auditors previously incorporated by reference in Part II,
        Item 8 of this report are incorporated herein by reference:
                                                                            
        Report of Independent Auditors

        Consolidated Statements of Income -- Years Ended December 31, 1995, 1994
        and 1993      

        Consolidated Statements of Financial Condition as of December 31, 1995
        and 1994

        Consolidated Statements of Cash Flows -- Years Ended December 31, 1995,
        1994 and 1993       

        Consolidated Statements of Stockholders' Equity -- Years Ended December
        31, 1995, 1994 and 1993

        Notes To Consolidated Financial Statements     

    2.  Financial Statement Schedules

        The following consolidated financial statement schedule of Pitt-Des
        Moines, Inc. and subsidiaries is included in Item 14(d):

        Schedule II. Valuation and Qualifying Accounts for years ended December
                     31, 1995, 1994 and 1993

        All other schedules are omitted because they are not applicable or the
        required information is shown in the consolidated financial statements
        or notes thereto.


    3.  Exhibits:
        
    3.1 Articles of Incorporation, as amended to date (filed as Exhibit 3.1 to
        the Company's quarterly report on Form 10-Q for the quarter ended
        September 30, 1989 and incorporated herein by reference)

    3.2 Bylaws, as amended to date (filed as Exhibit 3.2 to the Company's
        quarterly report on Form 10-Q for the quarter ended September 30, 1989
        and incorporated herein by reference)

                                      -11-
<PAGE>
 
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(Cont'd)
 
    4.1 Amended and Restated Credit Agreement dated as of June 30, 1992 by and
        among Pitt-Des Moines, Inc. and Pittsburgh National Bank, Wells Fargo
        Bank, N.A. and American National Bank (filed as Exhibit 4.1 to the
        Company's annual report on Form 10-K for the year ended December 31,
        1992 and incorporated herein by reference)

    4.2 First Amendment dated November 23, 1992 to Credit Agreement filed as
        Exhibit 4.1 hereto (filed as Exhibit 4.2 to the Company's annual report
        on Form 10-K for the year ended December 31, 1992 and incorporated
        herein by reference)

    4.3 Second Amendment dated June 10, 1993 to Credit Agreement filed as
        Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarterly
        report on Form 10-Q for the quarter ended June 30, 1992 and incorporated
        herein by reference)

    4.4 Third Amendment dated December 16, 1993 to Credit Agreement filed as
        Exhibit 4.1 hereto (filed as Exhibit 4.4 to the Company's annual report
        on Form 10-K for the year ended December 31, 1993 and incorporated
        herein by reference)

    4.5 Fourth Amendment dated June 14, 1994 to Credit Agreement filed as
        Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarterly
        report on Form 10-Q for the quarter ended June 30, 1994 and incorporated
        herein by reference)

    4.6 Fifth Amendment dated December 8, 1994 to Credit Agreement filed as
        Exhibit 4.1 hereto (filed as Exhibit 4.6 to the Company's annual report
        on Form 10-K for the year ended December 31, 1994 and incorporated
        herein by reference)

    4.7 Sixth Amendment dated May 31, 1995 to Credit Agreement filed as Exhibit
        4.1 hereto (filed as Exhibit 4.1 to the company's quarterly report on
        Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by
        reference)

  10.1* Agreement executed by and between the Company and Wm. W. McKee (filed
        as Exhibit 10.1 to the Company's annual report on Form 10-K for
        the year ended December 31, 1990 and incorporated herein by
        reference)

  10.2* Agreement executed by and between the Company and R. A. Byers (filed
        as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for
        the quarter ended June 30, 1991 and incorporated herein by
        reference)

  10.3* Agreement executed by and between the Company and T. R. Lloyd (filed
        as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for
        the quarter ended June 30, 1991 and incorporated herein by
        reference)

                                      -12-
<PAGE>
 
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(Cont'd)

    10.4*     Management Incentive Plan (filed as Exhibit 10.5 to the Company's
              annual report on Form 10-K for the year ended December 31, 1992
              and incorporated herein by reference)

    10.5*     Summary of Company's 1995 Management Incentive Plan (MIP) (filed
              herewith)

    10.6*     Retirement Plan for PDM Outside Directors as amended, effective
              May 26, 1994 (filed as Exhibit 10.7 to the Company's annual report
              on Form 10-K for the year ended December 31, 1994 and incorporated
              herein by reference)

    10.7*     Retirement Plan for PDM Outside Directors as amended on September
              14, 1995, effective May 26, 1994 (filed herewith)

    10.8*     Stock Option Plan of 1990 (filed as Exhibit 4.01 to the Company's
              Registration Statement No. 33-34787 on Form S-8 filed May 7, 1990
              and incorporated herein by reference)

    10.9*     Investment Letter and Registration Rights Agreement dated
              September 21, 1993 by and between Pitt-Des Moines, Inc. and
              William W. McKee, Jr. (filed as Exhibit 10.1 to the Company's
              quarterly report on Form 10-Q for the quarter ended September 30,
              1993 and incorporated herein by reference)

    10.10*    Investment Letter and Registration Rights Agreement dated
              September 21, 1993 by and between Pitt-Des Moines, Inc. and
              Phillip O. Elbert (filed as Exhibit 10.2 to the Company's
              quarterly report on Form 10-Q for the quarter ended September 30,
              1993 and incorporated herein by reference)

    11        Computation of Per Share Earnings (filed herewith)

    13        Those portions of the Annual Report to Stockholders for fiscal
              year ended December 31, 1995, which are incorporated herein by
              reference (filed herewith)

    21        Subsidiaries of Pitt-Des Moines, Inc. (filed herewith)

    23        Consent of Independent Auditors, Ernst & Young LLP (filed
              herewith)

    27        Financial Data Schedule

(b)           Reports on Form 8-K:

              A Form 8-K dated December 7, 1995 was filed under Item 5.
              Other Events.
------------------------
* Denotes management contract or compensatory plan or arrangement.
            

                                      -13-
<PAGE>
 
                                  Signatures

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             PITT-DES MOINES, INC.


March 27, 1996                                  By:  /s/  Wm. W. McKee      
                                              ---------------------------------
                                                         Wm. W. McKee
                                                          President
                                                    Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

   Signatures                                    Title                     Date
<S>                                      <C>                            <C>
Principal Executive Officer:

  /s/  Wm. W. McKee                        President, Chief             March 27, 1996 
------------------------------------       Executive Officer and
       Wm. W. McKee                        Director      
                      

Principal Financial and Accounting Officer:


  /s/  R. A. Byers                         Chief Financial Officer      March 27, 1996 
------------------------------------       and Chief Accounting
       R. A. Byers                         Officer                            


Other Directors:

  /s/  J. C. Bates                         Director                     March 27, 1996 
------------------------------------
       J. C. Bates


 /s/   R. W. Dean 
------------------------------------
       R. W. Dean                          Director                     March 27, 1996 

</TABLE>

                                      -14-
<PAGE>
 
<TABLE>
<CAPTION>

                                Signatures (Cont'd)

   Signatures                                  Title                        Date
<S>                                      <C>                            <C>

 /s/   P. O. Elbert                        Director                     March 27, 1996 
------------------------------------
       P. O. Elbert


 /s/   W. R. Jackson                       Director                     March 27, 1996 
------------------------------------
       W. R. Jackson


 /s/   W. R. Jackson, Jr.                  Director                     March 27, 1996 
------------------------------------
       W. R. Jackson, Jr.


 /s/   W. E. Lewellen                      Director                     March 27, 1996 
------------------------------------
       W. E. Lewellen


/s/    A. J. Paddock                       Director                     March 27, 1996 
------------------------------------
       A. J. Paddock


/s/    J. W. Robinson                      Director                     March 27, 1996 
------------------------------------
       J. W. Robinson


/s/    P. J. Townsend                      Director                     March 27, 1996 
------------------------------------
       P. J. Townsend

</TABLE>    

                                      -15-
<PAGE>
 
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             Pitt-Des Moines, Inc.

<TABLE>    
<CAPTION>    
                                                             Additions     Deductions(1)
                                                            -----------    -------------
                                            Balance at       Charged to             
                                           Beginning of      Costs and       Credited    Balance at End
Description                                   Period          Expenses       to Asset      of Period   
-----------------------------------       --------------    -----------      ---------     ---------
<S>                                       <C>                <C>             <C>         <C>
Deducted from accounts receivable
as allowance for doubtful accounts:

Year ended December 31, 1995                 $923,000          $220,000      $275,000      $868,000

Year ended December 31, 1994               $  975,000          $209,000      $261,000      $923,000

Year ended December 31, 1993               $1,011,000          $911,000      $947,000      $975,000
</TABLE>

---------------------
(1)  Write-off of accounts deemed to be uncollectible

                                      -16-
<PAGE>
 
                                 EXHIBIT INDEX
                                
     3.1  Articles of Incorporation, as amended to date (filed as Exhibit
          3.1 to the Company's quarterly report on Form 10-Q for the quarter
          ended September 30, 1989 and incorporated herein by reference)
          
     3.2  Bylaws, as amended to date (filed as Exhibit 3.2 to the Company's
          quarterly report on Form 10-Q for the quarter
          ended September 30, 1989 and incorporated herein
          by reference)
          
     4.1  Amended and Restated Credit Agreement dated as of June 30, 1992 by and
          among Pitt-Des Moines, Inc. and Pittsburgh National Bank, Wells Fargo
          Bank, N.A. and American National Bank (filed as Exhibit 4.1 to the
          Company's annual report on Form 10-K for the year ended December 31,
          1992 and incorporated herein by reference)
          
     4.2  First Amendment dated November 23, 1992 to Credit Agreement filed as
          Exhibit 4.1 hereto (filed as Exhibit 4.2 to the Company's annual
          report on Form 10-K for the year ended December 31, 1992 and
          incorporated herein by reference)
          
     4.3  Second Amendment dated June 10, 1993 to Credit Agreement filed as
          Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarterly
          report on Form 10-Q for the quarter ended June 30, 1992 and
          incorporated herein by reference)
          
     4.4  Third Amendment dated December 16, 1993 to Credit Agreement filed as
          Exhibit 4.1 hereto (filed as Exhibit 4.4 to the Company's annual
          report on Form 10-K for the year ended December 31, 1993 and
          incorporated herein by reference)
          
     4.5  Fourth Amendment dated June 14, 1994 to Credit Agreement filed as
          Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarterly
          report on Form 10-Q for the quarter ended June 30, 1994 and
          incorporated herein by reference)
          
     4.6  Fifth Amendment dated December 8, 1994 to Credit Agreement filed as
          Exhibit 4.1 hereto (filed as Exhibit 4.6 to the Company's annual
          report on Form 10-K for the year ended December 31, 1994 and
          incorporated herein by reference)
          
     4.7  Sixth Amendment dated May 31, 1995 to Credit Agreement filed as
          Exhibit 4.1 hereto (filed as Exhibit 4.1 to the company's quarterly
          report on Form 10-Q for the quarter ended June 30, 1995 and
          incorporated herein by reference)
          
     10.1 Agreement executed by and between the Company and Wm. W. McKee (filed
          as Exhibit 10.1 to the Company's annual report on Form 10-K for the
          year ended December 31, 1990 and incorporated herein by reference)
          
     10.2 Agreement executed by and between the Company and R. A. Byers (filed
          as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the
          quarter ended June 30, 1991 and incorporated herein by reference)
<PAGE>
 
                            EXHIBIT INDEX (Cont'd)

     10.3 Agreement executed by and between the Company and T. R. Lloyd (filed
          as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the
          quarter ended June 30, 1991 and incorporated herein by reference)
          
     10.4 Management Incentive Plan (filed as Exhibit 10.5 to the Company's
          annual report on Form 10-K for the year ended December 31, 1992 and
          incorporated herein by reference)
          
     10.5 Summary of Company's 1995 Management Incentive Plan (MIP) (filed
          herewith)
          
     10.6 Retirement Plan for PDM Outside Directors as amended, effective May
          26, 1994 (filed as Exhibit 10.7 to the Company's annual report on Form
          10-K for the year ended December 31, 1994 and incorporated herein by
          reference)
          
     10.7 Retirement Plan for PDM Outside Directors as amended on September 14,
          1995, effective May 26, 1994 (filed herewith)
          
     10.8 Stock Option Plan of 1990 (filed as Exhibit 4.01 to the Company's
          Registration Statement No. 33-34787 on Form S-8 filed May 7, 1990 and
          incorporated herein by reference)
          
     10.9 Investment Letter and Registration Rights Agreement dated September
          21, 1993 by and between Pitt-Des Moines, Inc. and William W. McKee,
          Jr. (filed as Exhibit 10.1 to the Company's quarterly report on Form
          10-Q for the quarter ended September 30, 1993 and incorporated herein
          by reference)
          
    10.10 Investment Letter and Registration Rights Agreement dated September
          21, 1993 by and between Pitt-Des Moines, Inc. and Phillip O. Elbert
          (filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q
          for the quarter ended September 30, 1993 and incorporated herein by
          reference)
          
     11   Computation of Per Share Earnings (filed herewith)
          
     13   Those portions of the Annual Report to Stockholders for fiscal year
          ended December 31, 1995, which are incorporated herein by reference
          (filed herewith)
          
     21   Subsidiaries of Pitt-Des Moines, Inc. (filed herewith)
          
     23   Consent of Independent Auditors, Ernst & Young LLP (filed herewith)
          
     27   Financial Data Schedule