<PAGE>

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

                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            ______________________

         [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2000

                                      OR

        [_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from _____ to _____

                         Commission file number 1-5259

                             ____________________

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

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

1450 Lake Robbins Drive, Suite 400, The Woodlands, TX      77380
     (Address of Principal Executive Offices)            (Zip Code)

                                (281) 765-4600
             (Registrant's Telephone Number, including Area Code)
                             ____________________

  Indicate by check 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X    No
    _____     _____

  On April 28, 2000,  7,386,364 shares of Common Stock were outstanding.

==============================================================================
<PAGE>

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

                                                                                               Page
<S>                                                                                            <C>
Part I - Financial Information
          Item 1.    Financial statements                                                       3

          Item 2.    Management's discussion and analysis of
                     financial condition and results of operations                             11

          Item 3.    Quantitative and qualitative disclosures about market risk                14


Part II - Other Information

          Item 1.    Legal proceedings                                                         15

          Item 6.    Exhibits and reports on Form 8-K                                          15


Signatures                                                                                     16
</TABLE>

                                      -2-
<PAGE>

                        Part I.  Financial Information

Item 1.  Financial Statements

                             PITT-DES MOINES, INC.
                       Consolidated Statements of Income
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                             For the three months ended
                                                                       March 31,
                                                          -------------------------------
  (in thousands, except per share amounts)                   2000                  1999
                                                          ---------             ---------
<S>                                                       <C>                   <C>
Earned revenue                                            $ 178,708             $ 142,846
Cost of earned revenue                                     (154,470)             (122,314)
                                                          ---------             ---------
Gross profit from operations                                 24,238                20,532

Selling, general and administrative expenses                (14,202)              (12,050)
                                                          ---------             ---------
  Income from operations                                     10,036                 8,482

Other income/(expense):
  Interest income                                               203                   177
  Interest expense                                             (335)                 (702)
  Gain on sale of assets                                       (215)                  950
  Miscellaneous, net                                           (390)                 (196)
                                                          ---------             ---------
                                                               (737)                  229
                                                          ---------             ---------
  Income before income taxes                                  9,299                 8,711
  Income taxes                                               (3,707)               (3,414)
                                                          ---------             ---------
  Net income                                              $   5,592             $   5,297
                                                          =========             =========
Per common share:
  Earnings per share                                      $    0.77             $    0.75
                                                          ---------             ---------
  Earnings per share - assuming dilution                  $    0.74             $    0.71
                                                          ---------             ---------

Cash dividend                                             $    0.20             $    0.17
                                                          ---------             ---------

Shares used to calculate:  (in thousands)

  Earnings per share                                          7,269                 7,106
                                                          ---------             ---------

  Earnings per share - assuming dilution                      7,540                 7,451
                                                          ---------             ---------

CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year                          $ 145,391             $ 126,082
    Net income                                                5,592                 5,297
    Dividends paid                                           (1,478)               (1,232)
    Other                                                      -                      (23)
                                                          ---------             ---------
Balance at end of period                                  $ 149,505             $ 130,124
                                                          =========             =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      -3-
<PAGE>

Item 1.  Financial Statements (Continued)


                             PITT-DES MOINES, INC.
                Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>

                                                                     March 31,                   December 31,
                                                                      2000                          1999
                                                                 ----------------              ----------------
(in thousands)                                                      (Unaudited)
<S>                                                              <C>                           <C>
Assets

Current Assets

     Cash and cash equivalents                                      $    2,728                    $    8,974
     Accounts receivable including retentions
     (less allowances:  2000-$1,483; 1999-$1,875)                      120,288                       102,320
     Inventories                                                        30,469                        30,741
     Costs and estimated profits in excess
      of billings                                                       57,157                        61,150
     Deferred income taxes                                               8,545                         8,545
     Prepaid expenses                                                    1,864                         1,075
                                                                     ---------                     ---------
          Total Current Assets                                         221,051                       212,805


Other Assets                                                            14,842                        14,698

Goodwill                                                                 7,127                         7,186

Property, Plant and Equipment
        Land                                                             7,538                         7,737
        Buildings                                                       48,617                        48,665
        Machinery and equipment                                         81,287                        80,753
                                                                     ---------                    ----------
                                                                       137,442                       137,155
Allowances for depreciation                                            (77,853)                      (76,800)
                                                                     ---------                    ----------
     Net Property, Plant and Equipment                                  59,589                        60,355
                                                                     ---------                    ----------
                                                                     $ 302,609                     $ 295,044
                                                                     =========                    ==========
</TABLE>


See Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>

Item 1.  Financial Statements (Continued)

                             PITT-DES MOINES, INC.
                Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>

                                                                          March 31,            December 31,
                                                                            2000                  1999
                                                                      ---------------         ---------------
(in thousands)                                                          (Unaudited)
<S>                                                                   <C>                     <C>
Liabilities

Current Liabilities
     Accounts payable                                                  $  40,272               $  61,424
     Accrued compensation, related taxes and benefits                     16,050                  17,333
     Other accrued expenses                                                3,583                   3,673
     Billings in excess of costs and estimated profits                    24,779                  18,298
     Income taxes                                                          5,238                   3,988
     Casualty and liability insurance                                     10,539                   8,754
                                                                       ---------               ---------
     Total Current Liabilities                                           100,461                 113,470

Revolving Credit Facility                                                 15,000                    -

Deferred Income Taxes                                                      8,287                   8,288

Minority Interest                                                            910                     881

Contingencies and Commitments

Stockholders' Equity

     Preferred stock - par value $.01 per share;
      authorized 3,000,000 shares; issued - none
     Common stock - no par value; authorized
      15,000,000 shares; issued 8,946,468 shares                          33,549                  33,549
     Additional paid-in capital                                            7,007                   6,305
     Retained earnings                                                   149,505                 145,391
     Accumulated other comprehensive income                                 -                       -
                                                                       ---------               ---------
                                                                         190,061                 185,245
     Treasury stock at cost
      (2000-1,551,378 shares; 1999-1,597,866 shares)                     (11,441)                (11,784)
     Unearned compensation - restricted stock                               (669)                 (1,056)
                                                                       ---------               ---------
          Total Stockholders' Equity                                     177,951                 172,405
                                                                       ---------               ---------
                                                                       $ 302,609               $ 295,044
                                                                       =========               -========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      -5-
<PAGE>

Item 1.  Financial Statements (Continued)

                            PITT-DES MOINES, INC.
                    Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                           For the three months ended
                                                                                     March 31,
                                                                       ----------------------------------
(in thousands)                                                             2000                  1999
                                                                        ----------            -----------
<S>                                                                     <C>                   <C>
Cash Flow From Operating Activities
     Net income                                                          $   5,592              $   5,297
     Adjustments to reconcile net income to net
      cash utilized by operating activities:
     Depreciation and amortization                                           2,028                  1,871
     Gain (loss) on sale of assets                                             215                   (950)
     Minority interest, net of dividends paid                                   29                     10
     Other non-cash (credits) debits, net                                    1,228                    (30)
     Change in operating assets and liabilities
      (using) providing cash:
     Accounts receivable                                                   (17,968)                (6,863)
     Inventories                                                               272                  5,968
     Prepaid expenses                                                         (789)                (2,414)
     Costs, estimated profits and billings, net                             10,474                  8,916
     Accounts payable                                                      (21,152)               (17,028)
     Accrued liabilities                                                       412                   (367)
     Income taxes                                                            1,249                  1,562
                                                                         ---------              ---------
     Net cash utilized by operating activities                             (18,410)                (4,028)

Cash Flows from Investing Activities
     Capital expenditures                                                   (1,439)                (3,476)
     Proceeds from sale of assets                                               19                  2,979
     Acquisitions, net of cash acquired                                          0                 (2,182)
     Change in investments and other assets                                      6                   (162)
                                                                         ---------              ---------
     Net cash utilized by investing activities                              (1,414)                (2,841)

Cash Flows from Financing Activities
     Proceeds from revolving credit facility                                35,000                 17,000
     Payments of revolving credit facility                                 (20,000)                     0
     Dividends paid                                                         (1,478)                (1,232)
     Other                                                                      56                     94
                                                                         ---------              ---------
     Net cash provided by financing activities                              13,578                 15,862
                                                                         ---------              ---------
     (Decrease) increase in cash and cash equivalents                       (6,246)                 8,993
     Cash and cash equivalents at beginning of year                          8,974                  8,447
                                                                         ---------              ---------
Cash and cash equivalents at end of period                               $   2,728              $  17,440
                                                                         =========              =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      -6-
<PAGE>

Item 1.                 Financial Statements (Continued)

                             PITT-DES MOINES, INC.
                  Notes to Consolidated Financial Statements
                                  (Unaudited)

Note A.  Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.  Operating results for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000.  The December 31, 1999 Consolidated Statement of
Financial Condition was derived from audited financial statements.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.


Note B.  Earnings Per Share

The following table sets forth the computation of earnings per share and
earnings per share assuming dilution:

<TABLE>
<CAPTION>

                                                                                 Three months
                                                                                ended March 31,
                                                                       -----------------------------------
(in thousands, except per share amounts)                                    2000                 1999
                                                                       -------------        --------------
<S>                                                                    <C>                  <C>
Numerator:
Net income                                                               $ 5,592               $ 5,297
                                                                         =======               =======

Denominator:
Weighted-average shares                                                    7,269                 7,106
Employee stock options and restricted stock                                  271                   345
                                                                         -------               -------
Weighted-average shares-assuming dilution                                  7,540                 7,451
                                                                         =======               =======

Earnings per share                                                       $  0.77               $  0.75
                                                                         =======               =======

Earnings per share-assuming dilution                                     $  0.74               $  0.71
                                                                         =======               =======
</TABLE>

                                      -7-
<PAGE>

Item 1.  Financial Statements (Continued)

Note C.  Costs and Estimated Profits on Uncompleted Contracts

Costs and estimated profits on uncompleted contracts are summarized as follows:

<TABLE>
<CAPTION>

                                                                    March 31,             December 31,
(in thousands)                                                        2000                   1999
                                                                ---------------         ---------------
<S>                                                             <C>                     <C>
Costs incurred on uncompleted contracts                               $ 735,668               $ 664,064
Estimated profits                                                       104,874                  94,429
                                                                ---------------         ---------------
                                                                        840,542                 758,493
Less:  Billings to date                                                (808,164)               (715,640)
                                                                ---------------         ---------------
                                                                      $  32,378               $  42,853
                                                                ===============         ===============
</TABLE>


Costs, estimated profits and billings on uncompleted contracts are included in
the accompanying Consolidated Statements of Financial Condition under the
following captions:

<TABLE>
<CAPTION>

                                                     March 31,   December 31,
(in thousands)                                        2000           1999
                                                    ----------  -------------
<S>                                                 <C>         <C>
Costs and estimated profits in excess of billings     $ 57,157       $ 61,150
Billings in excess of costs and estimated profits      (24,779)       (18,297)
                                                      --------       --------
                                                      $ 32,378       $ 42,853
                                                      ========       ========
</TABLE>


Note D.  Contingencies

As previously reported, in a decision dated February 18, 1999, the United States
Court of Appeals for the Seventh Circuit affirmed the Company's July 31, 1997
conviction for two misdemeanor violations of federal Occupational Safety and
Health Administration regulations.  As a result of that conviction, other
claims, actions, or proceedings may be instituted against the Company.  The
Company cannot predict the likelihood of such a claim, action or proceeding
being instituted against it, and cannot assess the availability of any insurance
coverage or the possibility or materiality of an adverse result in the event of
any such claim, action or proceeding in advance of a claim, action or proceeding
being instituted.

Various claims and legal proceedings are brought against the Company arising
from 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.

                                      -8-
<PAGE>

Item 1.  Financial Statements (Continued)

Note D.  Contingencies (Continued)

The Company's operations, including idle facilities and other properties, 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, and has been requested to participate as a PRP at one
additional site, 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 the cost of such future activities will not have a material effect on
the Company's financial position, results of operations or liquidity.
Additionally, amounts reflected in results of operations and in the statements
of financial condition during the three years ended December 31, 1999 and during
the three months ended March 31, 2000 for investigative and/or remedial
activities have also not been material.  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 among
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 that the ultimate outcome of any matter currently pending
against the Company will not materially affect the financial position of the
Company although such outcome could be material to the reported results of
operations for the period in which it occurs.

                                      -9-
<PAGE>

Note E.  Business Segment Information

The Company has two reportable operating segments; Heavy Construction and Steel
Distribution. The accounting policies of the reportable segments are the same as
those described in the summary of significant accounting policies in the
Company's 1999 Annual Report except that inventory is accounted for on a First-
In, First-Out basis at the segment level compared to a Last-In, First-Out (LIFO)
basis at the consolidated level, and the Company does not allocate certain items
to its segments including general corporate expenses, incentive stock plan
charges, other income (expense), income tax expense and adjustments to the LIFO
inventory reserve.

<TABLE>
<CAPTION>


                                                        Three months
                                                       ended March 31,
                                                 -------------------------
                                                    2000           1999
                                                 --------         --------
<S>                                              <C>              <C>
Earned Revenue:
  Heavy Construction                             $124,241         $ 99,512
  Steel Distribution                               55,239           44,566
  Corporate and Other                                (772)          (1,232)
                                                 --------         --------
                                                 $178,708         $142,846
                                                 ========         ========

Income (Loss) from Operations:
  Heavy Construction                             $  9,416         $  7,881
  Steel Distribution                                4,774            3,140
  Corporate and Other                              (4,154)          (2,539)
                                                 --------         --------
                                                 $ 10,036         $  8,482
                                                 ========         ========
</TABLE>

                                     -10-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

RESULTS OF OPERATIONS

Three months ended March 31, 2000 compared with three months ended March 31,
1999.

The Company reported net income of $5.6 million, or $0.74 per diluted share, on
earned revenue of $178.7 million for the quarter ended March 31, 2000.  These
results compare with net income of $5.3 million, or $0.71 per diluted share, on
earned revenue of $142.8 million for the first quarter of 1999.

HEAVY CONSTRUCTION

Heavy Construction posted earned revenue of $124.2 million, representing an
increase of $24.7 million, or 25 percent, over the prior year quarter.  All
product groups experienced growth over the first quarter of 1999, with the Steel
Building product group accounting for the majority of the increase.  The Steel
Building group benefited from a consistent order flow driven by strong demand
for office space, hotels and other developments in the Western and Southwestern
United States.  Also contributing to the earned revenue growth were the Water
Storage and Steel Bridge groups.  The Water Storage group continues to
experience strong demand from municipalities, while the Steel Bridge group
continues to benefit from solid federal and state infrastructure spending.

Income from operations rose $1.5 million to $9.4 million for the first quarter
due to the earned revenue growth and leverage of the selling, general and
administrative (S,G&A) expense line over the prior year. S,G&A expense as a
percentage of earned revenue improved 0.8 percentage points to 5.2 percent,
compared with 6.0 percent in the first quarter of 1999.

New awards increased $40.7 million, or 51 percent, to $120.5 million on the
strength of the Steel Building and Steel Bridge product groups, which
experienced active markets for the aforementioned reasons.  Backlog approximated
year-end 1999 levels, totaling $297.3 million at March 31, 2000.


STEEL DISTRIBUTION

Steel Distribution's earned revenue increased $10.6 million quarter-to-quarter,
from $44.6 million to $55.2 million, due to an increase in tonnage shipped.
Strong market activity, coupled with the favorable impact of new and expanded
steel service center operations, contributed to the growth in volume.

Income from operations increased $1.6 million, or 52 percent, to $4.8 million as
a result of the higher earned revenue and leverage of operating expenses over
the prior year.  S,G&A expense as a percentage of earned revenue improved 0.7
percentage points to 7.4 percent.

                                     -11-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Continued)

OTHER

Corporate unallocated expenses, consisting of salaries, benefits, outside
professional services, taxes and insurance, were $4.2 million in the first
quarter of 2000 compared with $2.5 million for the prior year quarter.  The
increase in 2000 relates primarily to compensation expense recognized under a
management incentive program, which historically has been recorded in the last
half of the year, and higher employee benefit costs.

Interest expense of $0.3 million in 2000 compares with $0.7 million in the prior
year.  Interest expense is directly related to the level of net borrowings the
Company maintains throughout the period.  On March 31, 2000 the Company had $15
million of outstanding debt under its revolving credit facility compared with
$52 million at March 31, 1999.

The loss on sale of assets of $0.2 million in 2000 relates to the write-down of
an idle property to the estimated net realizable value.  The gain on sale of
assets was $1.0 million in 1999, attributable to the sale of idle property.

YEAR 2000

The Company initiated a review of its software systems in 1997 in view of the
fact that certain systems may not properly recognize dates after the year 1999,
which could cause those systems to produce invalid results or fail to operate.
This is commonly referred to as "the Year 2000 problem." The Company's Year 2000
plan encompassed three main phases: Assessment, Remediation and Testing.  All
phases of the Year 2000 plan were generally conducted by the Company's
information technology personnel.  While the Company has not tracked these costs
separately, it does not believe the impact of the Year 2000 remediation efforts
has had a material impact on the Company's results of operations for the periods
presented, or that any additional costs will have a material impact on the
Company's future results of operations.

To date, we have not experienced any material Year 2000 issues.  Additionally,
we have no reason to believe that any third parties with whom we deal have had
any material Year 2000 issues.  However, there can be no assurance that we will
not experience any disruption due to Year 2000 issues in the future.  We
continue to monitor our systems and third parties for any Year 2000 problems.


LIQUIDITY AND CAPITAL RESOURCES

During the three months ended March 31, 2000, the Company's primary sources of
liquidity were proceeds from its revolving credit facility and cash flow
generated from operations, which were used to fund the growth in working
capital.  Working capital increased $21.3 million from $99.3 million at December
31, 1999 to $120.6 million at March 31, 2000.

                                     -12-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Continued)

LIQUIDITY AND CAPITAL RESOURCES (Continued)

Net cash utilized by operating activities of $18.4 million increased by $14.4
million when compared with the same period in 1999.  An increase in accounts
receivable, attributable to growth in the volume of work performed on
engineering and construction contracts and increased steel distribution sales,
accounted for a majority of the change from prior year.  The changes in
operating assets and liabilities vary from period to period and are affected by
the mix, stage of completion and commercial terms of contracts.

Net cash utilized by investing activities of $1.4 million for the three months
ended March 31, 2000, consisted of capital expenditures.  The Company
anticipates that capital expenditures for fiscal year 2000 will approximate the
level of depreciation and amortization, although there can be no assurance that
such levels will not increase or decrease.

The Company continues to evaluate and selectively pursue opportunities for
growth or expansion of its business through investment in or acquisition of
complementary businesses.  Acquisition and investment candidates are evaluated
based on various criteria in a process which includes due diligence, management
reviews and board approval.  Management anticipates that investment and / or
acquisition opportunities will be available to the Company and intends to
investigate those opportunities for future growth and expansion of its business.
The Company expects that any such acquisitions will be financed from cash on
hand or available under the Company's revolving credit facility.  In certain
cases, acquisitions may be funded using stock or pursuant to stand-alone credit
facilities.

Cash provided by financing activities consisted primarily of proceeds from the
Company's revolving credit facility.  The Company paid cash dividends of $1.5
million, or $0.20 per share, compared with $1.2 million, or $0.17 per share,
during the three months ended March 31, 2000 and 1999, respectively.

The Company has on hand and access to sufficient sources of funds to meet its
anticipated operating, expansion and capital needs.  These sources include cash
on hand and the unused portion of a $70.0 million unsecured revolving credit
facility which expires on January 31, 2002.  On May 9, 2000, $20.0 million of
borrowings and $6.9 million of stand-by letters of credit were outstanding under
this credit facility.


FORWARD-LOOKING STATEMENTS

Any of the comments in this quarterly report that refer to the Company's
estimated or future results, margins on existing or future projects, long-term
profitability, Year 2000 issues and demand and growth trends for Pitt-Des
Moines, Inc., are forward-looking and reflect the Company's current analysis of
existing trends and information.  Actual results may differ materially from
current expectations or projections based on a number of factors affecting the
Company's businesses.  The Company's estimates of future performance depend on,
among other things, the likelihood of receiving certain new awards.  While these
estimates are based on the

                                     -13-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)

FORWARD-LOOKING STATEMENTS  (Continued)

good faith judgment of management, these estimates frequently change based on
new facts which become available.  In addition, the timing of receipt of revenue
by the Company from engineering and construction projects can be affected by a
number of factors outside the control of the Company.  The Company's businesses
are also subject to fluctuations in demand and to changing global economic and
political conditions which are beyond the control of the Company and may cause
actual results to differ from the forward-looking statements contained in this
quarterly report.

These forward-looking statements represent the Company's judgment only as of the
date of this quarterly report.  As a result, the reader is cautioned not to rely
on these forward-looking statements.  The Company disclaims any intent or
obligation to update these forward-looking statements.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Due to current conditions in the credit markets and considering the favorable
terms of the Company's credit facility, management believes interest rate
exposure is minimal.

The Company has limited operations outside the United States.  As such, there is
limited exposure to the Company's future earnings due to changes in foreign
currency exchange rates.  A 10 percent appreciation of the United States dollar
against the related currencies would not have a significant effect on the future
earnings of the Company.

                                     -14-
<PAGE>

                          Part II - Other Information

Item 1.   Legal Proceedings

          Refer to Part I Item 1, Note D of the Notes to Consolidated Financial
          Statements for information, which information is incorporated herein
          by reference.


Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits

          (27)  Financial Data Schedule.

    (b)   Reports on Form 8-K.

          There were no reports on Form 8-K filed by the Company during the
          quarter ended March 31, 2000.

                                     -15-
<PAGE>

                                  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 thereunto duly authorized.



                                       Pitt-Des Moines, Inc.
                                     -------------------------------
                                           (Registrant)



                                     Principal Executive Officer:



Date:  May 12, 2000                  By: /s/ Wm. W. McKee
                                        -----------------------------
                                           Wm. W. McKee
                                           (President and
                                           Chief Executive Officer)



                                     Principal Financial Officer:



Date:  May 12, 2000                  By: /s/ R. A. Byers
                                         ----------------------------
                                           R. A. Byers
                                           (Vice President
                                           Finance and Treasurer)

                                     -16-