<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 June 30, 1997

                                      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.)

      3400 Grand Avenue, Pittsburgh, PA                    15225
(Address of Principal Executive Offices)                 (Zip Code)

                                (412) 331-3000
             (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 June 30, 1997,  3,498,706 shares of Common Stock were outstanding.

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<PAGE>
 
                                  TABLE OF CONTENTS

                                                                       Page

Part I - Financial Information

       Item 1.   Financial statements                                    3

       Item 2.   Management's discussion and analysis of
                 financial condition and results of operations          12
 
 
Part II - Other Information
 
      Item 1.    Legal proceedings                                       16
 
      Item 4.    Submission of matters to a vote of security holders     16
 
      Item 6.    Exhibits and reports on Form 8-K                     16-17
 
Signatures                                                               18


Exhibit Index                                                            19
 

                                      -2-
<PAGE>
 
                        Part I.  Financial Information

Item 1.  Financial Statements

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

<TABLE>
<CAPTION>

 
                                                    Three months ended        Six months ended
                                                         June 30,                June 30,
                                                  ---------------------  ----------------------
(in thousands, except per share amounts)             1997        1996        1997        1996
                                                  ---------   ---------   ---------   ---------
<S>                                               <C>         <C>         <C>         <C>
Earned revenue                                    $ 119,235   $ 121,649   $ 228,816   $ 237,615
Cost of earned revenue                             (101,763)   (105,971)   (197,240)   (207,006)
                                                  ---------   ---------   ---------   ---------
    Gross profit from operations                     17,472      15,678      31,576      30,609
Selling, general and administrative expenses        (11,430)    (10,133)    (22,122)    (19,752)
                                                  ---------   ---------   ---------   ---------
    Income from operations                            6,042       5,545       9,454      10,857
 
Other income/(expense):
    Interest income                                     159         203         353         443
    Interest expense                                   (160)       (314)       (232)      ( 591)
    Gain on sale of assets                               16         262          53         282
    Miscellaneous, net                                 (185)        (90)       (311)       (175)
                                                  ---------   ---------   ---------   ---------
                                                       (170)         61        (137)        (41)
                                                  ---------   ---------   ---------   ---------
    Income before income taxes                        5,872       5,606       9,317      10,816
Income taxes                                         (2,302)     (2,180)     (3,646)     (4,216)
                                                  ---------   ---------   ---------   ---------
    Net income                                    $   3,570   $   3,426   $   5,671   $   6,600
                                                  =========   =========   =========   =========
Per common share:
    Net income per common share                       $1.01        $.97       $1.61       $1.87
                                                  =========   =========   =========   =========
    Dividends paid                                    $.275        $.18        $.55        $.50
                                                  =========   =========   =========   =========
    Shares used to calculate income per share
    (in 000's)                                        3,543       3,531       3,532       3,528
                                                  =========   =========   =========   =========
 
CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year                                          $  99,344   $  89,677
    Net income                                                                5,671       6,600
    Dividends paid                                                           (1,920)     (1,743)
    Other                                                                       125          38
                                                                          ---------   ---------
Balance at end of period                                                  $ 103,220   $  94,572
                                                                          =========   =========
</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>

                                                   June 30,       December 31,
                                                     1997             1996
                                                  ---------       -------------
(in thousands)                                   (Unaudited)
Assets

Current Assets
<S>                                              <C>               <C>      
                                                                             
    Cash and cash equivalents                     $ 10,245          $ 16,815 
    Accounts receivable including retentions                                 
    (less allowances:  1997-$1,018; 1996-$868)      78,411            72,424 
    Inventories                                     18,329            18,192 
    Costs and estimated profits in excess                                    
     of billings                                    40,793            36,831 
    Deferred income taxes                            4,475             4,475 
    Prepaid expenses                                 1,931               822 
                                                  --------          -------- 
                                                                             
       Total Current Assets                        154,184           149,559 
                                                                             
                                                                             
Other Assets                                        13,192             8,300 
                                                                             
Property, Plant and Equipment                                                
    Land                                             7,274             7,274 
    Buildings                                       36,024            35,213 
    Machinery and equipment                         67,732            65,457 
                                                  --------          -------- 
                                                   111,030           107,944 
Allowances for depreciation                        (69,474)          (65,918)
                                                  --------          -------- 
    Net Property, Plant and Equipment               41,556            42,026 
                                                  --------          -------- 
                                                  $208,932          $199,885 
                                                  ========          ======== 
</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>
 
 
                                                          June 30,    December 31,
                                                            1997          1996
                                                         -----------  -------------
(in thousands)                                           (Unaudited)
<S>                                                      <C>          <C>
 
Liabilities
 
Current Liabilities
    Accounts payable                                       $ 38,630       $ 41,593
    Accrued compensation, related taxes and benefits         10,954         12,005
    Other accrued expenses                                    3,168          2,064
    Billings in excess of costs and estimated profits         7,631         10,731
    Income taxes                                                622            494
    Casualty and liability insurance                          8,521          7,133
                                                           --------       --------
       Total Current Liabilities                             69,526         74,020
 
 
Revolving Credit Facility                                     9,000              0
 
Deferred Income Taxes                                         5,745          5,699
 
Minority Interest                                             1,950          1,546
 
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 4,473,234 shares              33,549         33,549
    Retained earnings                                       103,220         99,344
                                                           --------       --------
                                                            136,769        132,893
    Treasury stock at cost
     (1997-974,528 shares; 1996-990,233 shares)             (14,058)       (14,273)
                                                           --------       --------
       Total Stockholders' Equity                           122,711        118,620
                                                           --------       --------
                                                           $208,932       $199,885
                                                           ========       ========
</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 six months ended
                                                         June 30,
                                                 ------------------------ 
(in thousands)                                      1997         1996
                                                 ---------    -----------
<S>                                              <C>             <C>      
Cash Flow From Operating Activities                                       
 Net income                                        $ 5,671       $  6,600 
 Adjustments to reconcile net income to net                               
  cash utilized by operating activities:                                  
   Depreciation                                      3,082          2,977 
   Gain on sale of assets                              (53)          (282)
   Minority interest, net of dividends paid            (46)             3 
   Other non-cash credits, net                        (120)          (120)
 Change in operating assets and liabilities                               
    (using) providing cash:                                               
   Accounts receivable                              (3,478)       (13,795)
   Inventories                                       2,777           (550)
   Prepaid expenses                                 (1,095)          (788)
   Costs, estimated profits and billings, net       (6,997)         5,347 
   Accounts payable                                 (5,295)        (7,917)
   Accrued liabilities                               1,162            180 
   Income taxes                                        (52)           745 
                                                   -------       -------- 
 Net cash utilized by operating activities          (4,444)        (7,600)
                                                                          
Cash Flows from Investing Activities                                      
 Capital expenditures                               (2,359)        (1,775)
 Proceeds from sale of assets                          137            304 
 Acquisitions, net of cash acquired                 (8,342)             0 
 Change in investments and other assets              1,018            (21)
                                                   -------       -------- 
 Net cash utilized by investing activities          (9,546)        (1,492)
                                                                          
Cash Flows from Financing Activities                                      
 Proceeds from revolving credit facility             9,000          8,000 
 Payments of revolving credit facility                   0         (3,000)
 Dividends paid                                     (1,920)        (1,743)
 Other                                                 340            124 
                                                   -------       -------- 
 Net cash provided by financing activities           7,420          3,381 
                                                   -------       -------- 
 Decrease in cash and cash equivalents              (6,570)        (5,711)
 Cash and cash equivalents at beginning of year     16,815          9,508 
                                                   -------       -------- 
Cash and cash equivalents at end of period         $10,245       $  3,797 
                                                   =======       ========  
</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.  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 six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997.  The December 31, 1996 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, 1996.

Note B.  Acquisitions

General Steel Corporation - On January 31, 1997, the Company acquired 90% of the
stock of General Steel Corporation, a steel service center, located in
Vancouver, Washington.

Candraft Detailing, Inc. - On March 10, 1997, the Company acquired the stock of
Candraft Detailing, Inc., an engineering and drafting company, located in
Vancouver, British Columbia.

These acquisitions were accounted for as purchases and, accordingly, the assets
acquired and liabilities assumed were recorded at their fair value at the date
of acquisition.  The total costs of these acquisitions were $8.3 million.

                                      -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>
 
                                            June 30,   December 31,
(in thousands)                                1997         1996
                                           ----------  -------------
<S>                                        <C>         <C>
Costs incurred on uncompleted contracts    $ 570,823      $ 646,534
Estimated profits                             67,798         88,729
                                           ---------      ---------
                                             638,621        735,263
Less:  Billings to date                     (605,459)      (709,163)
                                           ---------      ---------
                                           $  33,162      $  26,100
                                           =========      =========
</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>
 
                                                     June 30,   December 31,
(in thousands)                                         1997         1996
                                                     ---------  -------------
<S>                                                  <C>        <C>
Costs and estimated profits in excess of billings     $40,793       $ 36,831
Billings in excess of costs and estimated profits      (7,631)       (10,731)
                                                      -------       --------
                                                      $33,162       $ 26,100
                                                      =======       ========
</TABLE>

Included in costs and estimated profits in excess of billings on uncompleted
contracts was approximately $6.5 million at June 30, 1997 and December 31, 1996,
respectively, relating to an unapproved change order arising from a dispute over
design and specification changes.

On May 14, 1996, the Company filed an action in the United States District Court
for the Northern District of Illinois (Eastern Division) captioned PITT-DES
MOINES, INC. V. METROPOLITAN PIER & EXPOSITION AUTHORITY ET AL. seeking
reimbursement in excess of $15.0 million for additional work and making other
claims in connection with an unapproved change order arising from a dispute over
design and specification changes.  On June 4, 1996, certain of the defendants in
said action made counterclaims against the Company in amounts approximating $3.5
million.  While counsel believes that the Company has a basis for the claim,
neither management nor counsel is able to predict with certainty the ultimate
resolution of this matter.  As additional information becomes available, the
Company may revise its estimate of potential recovery, which could result in a
material adjustment to the results of operations in future periods.

                                      -8-
<PAGE>
 
Item 1.  Financial Statements (Continued)

Note D.  Contingencies

There are various claims and legal proceedings 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.

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.  Additionally, amounts
reflected in results of operations and in the statements of financial condition
during the three years ended December 31, 1996, 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.

As previously reported, 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 erecting the
steel structure of the building.  Two men were killed and five seriously injured
when a portion of the erected steel collapsed.  Various personal injury claims
had been asserted against the Company, and others, as a result of the accident
(the "Personal Injury Cases").  As of December 31, 1996, the Company's insurance
carriers have settled all of the claims against the Company in the Personal
Injury Cases in which the Company was a defendant without the Company incurring
any additional cost.

An investigation of the November 3, 1993 accident was conducted by the Federal
Occupational Safety and Health Administration (OSHA) and the Justice Department
as required by OSHA law.  OSHA has cited the Company for safety violations and
has assessed $147,000 in civil penalties.  The Company contested the assessment
(the "Civil Penalty Proceeding") and in an order dated April 28, 1995, an
administrative law judge dismissed OSHA's case assessing civil penalties.  OSHA
appealed that dismissal and in an order dated March 24, 1997, the Occupational
Safety and Health Review Commission reversed the dismissal and entered an order
staying any further proceedings in the Civil Penalty Proceeding pending
disposition of the OSHA Criminal Proceeding (See below.)

                                      -9-
<PAGE>
 
Item 1.  Financial Statements (Continued)

Note D.  Contingencies (Continued)

As a result of the OSHA/Justice Department investigation, on August 23, 1996,
the Company was served with an indictment issued by a grand jury for the United
States District Court for the Northern District of Illinois (the "OSHA Criminal
Proceeding").  The indictment alleges that the Company is guilty of two
misdemeanors for violations of the Occupational Safety Health Act (and
regulations promulgated thereunder) concerning the erection of structural steel
members around the time of the November 3, 1993 accident and that such
violations caused the deaths of the two men killed in the accident.  

In the OSHA Criminal Proceeding, a jury trial commenced on July 15, 1997 and on
July 31, 1997 the jury returned a verdict of guilty against the Company for two
counts of misdemeanor violations of OSHA regulations resulting in the deaths of
two men killed in the accident. The Department of Justice has reported that the
maximum criminal fines and penalties which can be assessed, as a result of the
conviction, is $1.0 million.

The Company intends to seek a new trial in this matter and/or perfect an appeal
of the jury verdict, by filing various post-trial motions which are due by
September 12, 1997.  The Department of Justice will have until October 10, 1997
to respond to the Company's motions.  If a new trial is not granted, the Company
will file an appeal with the United States Court of Appeals for the Seventh
Circuit.

Management and counsel believe that the Company has significant and meritorious
points entitling the Company to a new trial in this matter.

Any criminal fines or penalties to be assessed against the Company in this
matter will be the subject of a sentencing hearing, yet to be scheduled.
Management believes that any fines, penalties and costs of defense in this
matter, which are uninsured, will not be material to the Company's financial
condition, although they could be material to the Company's reported results of
operations for the period in which such payments are incurred. As a result of
the Justice Department's actions, other claims, actions, or proceedings may be
instituted against the Company. While the Company has no reason to believe that
any such claim, action or proceeding will be instituted against it, 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.

On June 20, 1996 the Company was served with a subpoena to appear and produce
documents before the Grand Jury of the United States District Court for the
Western District of Wisconsin in connection with the United States Department of
Justice Antitrust Division's investigation of bid rigging and other criminal
violations in the steel bridge fabrication industry.  The Company has been
informed that it is not presently the target of the investigation but that it
and other companies in the steel bridge fabrication industry are the subjects of
the investigation.

                                      -10-
<PAGE>
 
Item 1.  Financial Statements (Continued)

Note D.  Contingencies (Continued)

The Company has no reason to believe that it will become a target of the
investigation or that a criminal action will be instituted against it in these
matters.  If the Company became a target or a criminal investigation were
instituted, the Company believes that it has significant and meritorious
defenses to any such charges and intends to vigorously defend them.

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 they could be material to the reported results of operations
for the period in which they occur. 

This quarterly report on Form 10-Q contains certain forward-looking statements
as to the outcome of various claims and legal proceedings. Actual results may
differ with respect to such claims and proceedings as a result of factors over
which the Company does not have any control, including, but not limited to, new
developments, changes in the laws or regulations and the positions taken by the
opposing parties, the courts or the finders of fact.

                                      -11-
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996.

The Company reported net income of $3.6 million, or $1.01 per share, on earned
revenue of $119.2 million for the quarter ended June 30, 1997.  These results
compare with net income of $3.4 million, or 97 cents per share, on earned
revenue of $121.6 million for the same quarter last year.  Earned revenue for
the current quarter decreased $2.4 million when compared with the previous year
quarter.  The most significant impact on earned revenue was attributable to the
closure of the Melrose Park, Illinois fabrication facility.  Income from
operations increased 9% on the strong performance of the Steel Service Centers.

The Engineered Construction Division reported a 4.6 percent decrease in earned
revenue when compared with the same period in 1996.  Income from operations
remained relatively unchanged at $1.6 million while selling, general and
administrative (SG&A) expense, as a percentage of earned revenue, increased from
8.2 percent to 9.5 percent currently.  This increase was attributed to a lower
volume of earned revenue along with an increase in estimating costs due to pre-
bid engineering activity.  New awards for the quarter of $64 million increased
$3.8 million from $60.2 million for the quarter ended June 30, 1996.  This
resulted in a strong backlog level of $147 million at June 30, 1997 versus $107
million at June 30, 1996.

For the current quarter, Steel Construction reported earned revenue of $24.8
million and income from operations of $1.9 million.  These results compare with
earned revenue of $33.5 million and income from operations of $2.9 million for
the quarter ended June 30, 1996.  SG&A expense, as a percentage of earned
revenue, increased to the current level of 6.8 percent from 4.7 percent from the
previous year quarter.  The most significant impact on current results was the
closure of the Melrose Park structural steel fabricating facility.  This
facility contributed approximately 38% to Steel Construction earned revenue and
positively impacted income from operations during the second quarter of 1996.
For the current quarter, this facility reported a decrease in earned revenue and
reported an operating loss due to reduced volume and exit costs related to the
closure when compared with the same quarter in 1996.  New awards for the quarter
of $4.8 million represent a significant decrease when compared with new awards
for the same quarter in 1996.  The decrease, primarily in building contracts,
resulted in a lower but respectable backlog level of $49.5 million at June 30,
1997 versus $73.7 million at June 30, 1996.  As indicated in "Costs and
Estimated Profits on Uncompleted Contracts" in Notes to Consolidated Financial
Statements, included in costs and estimated profits in excess of billings on
uncompleted contracts at June 30, 1997 was approximately $6.5 million relating
to an unapproved change order arising from a dispute over design and
specification changes on a project currently under construction.

                                      -12-
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)

RESULTS OF OPERATIONS (Continued)

THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996.
(Continued)

Steel Service Centers earned revenue for the current quarter of $48.9 million
represents a 22 percent improvement from 1996 and also represents 41 percent of
PDM's consolidated earned revenue for the second quarter of 1997.  Additionally,
income from operations of $4.7 million increased 49 percent when compared with
the second quarter of 1996.  A significant portion of these increases,
particularly in earned revenue, can be attributed to the first quarter
acquisition of General Steel Corporation.  SG&A expense, as a percentage of
earned revenue, remained relatively unchanged.

Other expense of $170,000 for the current quarter compares with other income of
$61,000 for the same quarter in 1996.  The change was primarily the result of a
gain realized on the sale of a foreign investment during the second quarter of
1996.


SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996.

For the first half of 1997, net income totaled $5.7 million, or $1.61 per share,
on earned revenue of $228.8 million.  These results compare with net income of
$6.6 million, or $1.87 per share, on earned revenue of $237.6 million for the
same period of last year.  As previously reported, a one-time event, the closure
of our Melrose Park structural steel fabricating facility, had a negative impact
on the 1997 first half results.

For the six months ended June 30, 1997, Engineered Construction reported earned
revenue of $89 million and income from operations of $2 million.  These results
compare with earned revenue of $94.2 million and income from operations of $3.5
million for the same period in 1996.  New awards of $134.3 million increased
$25.7 million from $108.6 million for the six months ended June 30, 1996.  SG&A
expense, as a percentage of earned revenue, for the previous year's six month
period was eight percent and increased to 9.4 percent for the current six month
period.  This increase was primarily the result of an increase in sales and
estimating costs due to pre-bid engineering activity.

Steel Construction reported earned revenue of $49.8 million and income from
operations of $3.4 million for the six months ended June 30, 1997.  These
results compare with earned revenue of $67 million and income from operations of
$6.2 million for the same period in 1996.  The most significant impact on
results for the Steel Construction business segment was the previously reported
closure of the Melrose Park structural steel fabricating facility.

                                      -13-
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)

RESULTS OF OPERATIONS (Continued)

SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996.
(Continued)

Steel Service Centers earned revenue was $90.4 million in the first six months
of 1997 compared with $77.7 million for the same period in 1996.  Income from
operations of $8.0 million currently increased from $6.0 million when compared
with the first six month period in 1996.  SG&A expense, as a percentage of
earned revenue, was 7.5 percent for the current six months when compared with
7.3 percent for the previous year's six months.  A significant portion of the
increases in earned revenue and SG&A expenses was attributed to the acquisition
of General Steel Corporation during the first quarter of 1997.

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" which is required to be adopted by the Company for the
year ended December 31, 1997.  The impact of Statement 128 on the calculation of
earnings per share for the Company is not expected to be material.

As indicated in the "Contingencies" section of the Notes to Consolidated 
Financial Statements, the Company's future results of operations could be 
materially adversely affected by the Company's conviction on July 31, 1997 of 
two misdemeanors for violations of the Occupational Safety Health Act (and 
regulations promulgated thereunder)(see Note D "Contingencies" Notes to 
Consolidated Financial Statements).
                                      -14-
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June 30, 1997, the Company's primary sources of
liquidity were cash and cash equivalents and proceeds from the revolving credit
facility which were used for investing activities and to fund the growth in
working capital.  Working capital increased $9.2 million from $75.5 million on
December 31, 1996 to $84.7 million currently.  On June 30, 1997, cash and cash
equivalents were $10.2 million compared with $16.8 million on December 31, 1996.

Net cash utilized by operating activities of $4.4 million decreased by $3.2
million when compared with the same period in 1996.  Changes in operating assets
and liabilities, primarily accounts receivable and costs, estimated profits and
billings (net), accounted for the net decrease.  These components are affected
by the mix, stage of completion and commercial terms of contracts.

The acquisition of General Steel Corporation on January 31, 1997, accounted for
a substantial portion of the cash utilized by investing activities.  The Company
intends to continue to evaluate and selectively pursue opportunities for growth
or expansion of its business.  Capital expenditures, exclusive of acquisitions,
of $2.4 million for the six months ended June 30, 1997 were primarily for plant
machinery and equipment and the previously announced construction of a new
structural steel fabricating facility in Eloy, Arizona.  This facility is slated
to be operational by the first quarter of 1998.  Capital expenditures of $1.8
million were primarily for computer equipment and plant machinery and equipment
during the six months ended June 30, 1996.  Total expenditures for the year
ending December 31, 1997 should approximate $5.7 million.

Cash provided by financing activities was primarily from proceeds from the
revolving credit facility. The Company paid cash dividends of $1.9 million ($.55
per share) during the period ended June 30, 1997. Cash dividends of $1.7 million
($.50 per share) were paid during the same period in 1996. The payment of future
dividends will be evaluated based on business conditions.

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 $40.0 million unsecured revolving credit
facility which matures December 31, 1999.  This facility contains an annual
option to renew for an additional one-year period, subject to lender approval.
On June 30, 1997, $9.0 million of borrowings and $12.0 million of stand-by
letters of credit were outstanding under this credit facility.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

                                      -15-
<PAGE>
 
                          Part II - Other Information

Item 1.  Legal Proceedings

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

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

         On May 1, 1997, the Company held its annual stockholders meeting. Only
         holders of common stock of record at the close of business on March 10,
         1997 were entitled to notice of and to vote at the Annual Meeting. As
         of that date, the Company had outstanding 2,322,001 shares of common
         stock. The two matters voted upon at the Annual Meeting were the
         election of four directors and the ratification of the appointment of
         Ernst & Young LLP as auditors for the year ending December 31, 1997.

         Each of the Company's nominees for director was reelected at the Annual
         Meeting.  The total number of votes cast for the election of directors
         was 2,109,004.  Following is a separate tabulation with respect to each
         director:

<TABLE>
<CAPTION>
 
                              Votes For  Votes Withheld
                              ---------  --------------
<S>                           <C>        <C>
            J. C. Bates       2,092,967          16,037
            P. O. Elbert      2,093,807          15,197
            Wm. W. McKee      2,093,807          15,197
            J. W. Robinson    2,093,807          15,197
</TABLE>

         The total number of votes cast for the ratification of the appointment
         of Ernst & Young LLP as auditors for the year ending December 31, 1997,
         was 2,109,004 with 2,091,880 votes for, 15,420 votes against and 1,704
         votes abstained.

         There were no broker non-votes with respect to the two matters voted
         upon.

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         Exhibit 4.1 - Eighth Amendment to Amended and Restated Credit Agreement
         dated June 30, 1997.

         Exhibit 11.1 - Computation of earnings per share for the three months
         ended June 30, 1997 and 1996.

                                      -16-
<PAGE>
 
                     Part II - Other Information (Cont'd)

Item 6.  Exhibits and Reports on Form 8-K (continued)

         Exhibit 11.2 - Computation of earnings per share for the six months
         ended June 30, 1997 and 1996.

         Exhibit 27 - Financial Data Schedule.

    (b)  Reports on Form 8-K.

         There have been no reports on Form 8-K filed by the Company during the
         quarter ended June 30, 1997.

                                      -17-
<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:  August 14, 1997               By: /s/  Wm. W. McKee
                                         ----------------------------
                                              Wm. W. McKee
                                              (President and
                                              Chief Executive Officer)



                                     Principal Financial Officer:



Date:  August 14, 1997               By: /s/  R. A. Byers
                                         ----------------------------
                                              R. A. Byers
                                         (Vice President
                                         Finance and Treasurer)

                                      -18-
<PAGE>
 
                                 EXHIBIT INDEX


<TABLE> 
<CAPTION> 

Exhibit
Number
-------    
<S>       <C>
4.1       Eighth Amendment to Amended and Restated Credit Agreement dated June 30, 1997

11.1      Computation of earnings per share for the three months ended
              June 30, 1997 and 1996.

11.2      Computation of earnings per share for the six months ended
              June 30, 1997 and 1996.

27        Financial Data Schedule.

</TABLE> 

                                      -19-