<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, 2001

                                      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 July 31, 2001, 7,599,194 shares of Common Stock were outstanding.

================================================================================
<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

   Item 3. Quantitative and qualitative disclosures about market risk   15


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


Signatures                                                              17

                                      -2-
<PAGE>

                         Part I.  Financial Information

Item 1.  Financial Statements

                             PITT-DES MOINES, INC.
                       Consolidated Statements of Income
               (Prior year restated for discontinued operations)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   For the three months      For the six months
                                                      ended June 30,           ended June 30,
                                                  ----------------------   -----------------------
<S>                                               <C>          <C>         <C>          <C>
(in thousands, except per share amounts)               2001        2000         2001         2000
                                                   --------    --------     --------     --------
Earned revenue                                     $ 25,068    $ 24,192     $ 45,697     $ 52,199
Cost of earned revenue                              (17,094)    (16,055)     (32,109)     (37,407)
                                                   --------    --------     --------     --------
Gross profit from operations                          7,974       8,137       13,588       14,792

Selling, general and administrative expenses         (5,678)     (2,754)      (9,278)      (7,139)
                                                   --------    --------     --------     --------
   Income from operations                             2,296       5,383        4,310        7,653

Other income/(expense):
   Interest income                                    1,228         127        1,304          236
   Interest expense                                     (95)       (658)        (305)        (972)
   Gain (loss) on sale of assets                        - -         - -          308         (223)
   Miscellaneous, net                                  (174)         60         (229)        (151)
                                                   --------    --------     --------     --------
                                                        959        (471)       1,078       (1,110)
                                                   --------    --------     --------     --------
Income from continuing operations
   before income taxes                                3,255       4,912        5,388        6,543
Income taxes                                         (1,302)     (1,962)      (2,155)      (2,613)
                                                   --------    --------     --------     --------
Income from continuing operations                     1,953       2,950        3,233        3,930
Income from discontinued operations,
   net of taxes                                         - -       4,108       13,325        8,720
                                                   --------    --------     --------     --------
Net income                                         $  1,953    $  7,058     $ 16,558     $ 12,650
                                                   ========    ========     ========     ========

Earnings per share - basic
   Continuing operations                           $   0.26    $   0.40     $   0.43     $   0.54
   Discontinued operations                         $   0.00    $   0.57     $   1.76     $   1.20
                                                   --------    --------     --------     --------
   Earnings per share - basic                      $   0.26    $   0.97     $   2.19     $   1.74
                                                   ========    ========     ========     ========

Earnings per share - assuming dilution
   Continuing operations                           $   0.25    $   0.39     $   0.41     $   0.52
   Discontinued operations                         $   0.00    $   0.54     $   1.69     $   1.16
                                                   --------    --------     --------     --------
   Earnings per share - assuming dilution          $   0.25    $   0.93     $   2.10     $   1.68
                                                   ========    ========     ========     ========

Cash dividend                                      $   0.20    $   0.20     $   0.40     $   0.40
                                                   ========    ========     ========     ========

Shares used to calculate:  (in thousands)
   Earnings per share                                 7,559       7,300        7,544        7,285
                                                   ========    ========     ========     ========
   Earnings per share - assuming dilution             7,900       7,559        7,867        7,550
                                                   ========    ========     ========     ========

CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year                                            $159,989     $145,391
   Net income                                                                 16,558       12,650
   Dividends paid                                                             (3,040)      (2,955)
                                                                            --------     --------
Balance at end of period                                                    $173,507     $155,086
                                                                            ========     ========
</TABLE>
See Notes to Consolidated Financial Statements.

                                      -3-
<PAGE>

Item 1.  Financial Statements (Continued)


                             PITT-DES MOINES, INC.
                 Consolidated Statements of Financial Condition
               (Prior year restated for discontinued operations)

<TABLE>
<CAPTION>

                                                     June 30,      December 31,
                                                       2001            2000
                                                     --------      ------------
(in thousands)                                     (Unaudited)
<S>                                                <C>           <C>
Assets

Current Assets

     Cash and cash equivalents                       $ 91,194        $  9,927
     Accounts receivable including retentions
     (less allowances:  2001-$910; 2000-$293)          28,128          19,546
     Inventories                                        1,261             742
     Costs and estimated profits in excess
      of billings                                      20,626          15,750
     Deferred income taxes                              4,844           6,112
     Prepaid expenses                                   1,256             739
                                                     --------        --------
          Total Current Assets                        147,309          52,816

Other Assets                                           18,211          17,311

Net assets of discontinued operations                  80,009         161,310

Property, Plant and Equipment
     Land                                               1,575           2,971
     Buildings                                         14,099          16,439
     Machinery and equipment                           16,071          15,777
                                                     --------        --------
                                                       31,745          35,187
Allowances for depreciation                           (12,665)        (16,992)
                                                     --------        --------
     Net Property, Plant and Equipment                 19,080          18,195
                                                     --------        --------
                                                     $264,609        $249,632
                                                     ========        ========
</TABLE>
See Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>

Item 1.  Financial Statements (Continued)

                             PITT-DES MOINES, INC.
                 Consolidated Statements of Financial Condition
               (Prior year restated for discontinued operations)
<TABLE>
<CAPTION>

                                                             June 30,      December 31,
                                                               2001            2000
                                                             --------      -----------
(in thousands)                                              (Unaudited)
<S>                                                         <C>           <C>

Liabilities

Current Liabilities
     Accounts payable                                         $  8,756        $  9,587
     Accrued compensation, related taxes and benefits            9,768           9,958
     Other accrued expenses                                        922           1,563
     Billings in excess of costs and estimated profits           8,997           7,098
     Income taxes                                               16,039             680
     Casualty and liability insurance                            8,293           8,376
                                                              --------        --------
     Total Current Liabilities                                  52,775          37,262

Revolving Credit Facility                                          - -          15,000

Deferred Income Taxes                                            7,710           8,171

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                                 12,720          11,618
     Notes receivable from officers                             (4,746)         (4,578)
     Retained earnings                                         173,507         159,989
     Accumulated other comprehensive loss                         (360)           (360)
                                                              --------        --------
                                                               214,670         200,218
     Treasury stock at cost
      (2001-1,331,296 shares; 2000-1,349,664 shares)            (9,976)        (10,125)
     Unearned compensation - restricted stock                     (570)           (894)
                                                              --------        --------
          Total Stockholders' Equity                           204,124         189,199
                                                              --------        --------
                                                              $264,609        $249,632
                                                              ========        ========
</TABLE>
See Notes to Consolidated Financial Statements.

                                      -5-
<PAGE>

Item 1.  Financial Statements (Continued)

                             PITT-DES MOINES, INC.
                     Consolidated Statements of Cash Flows
               (Prior year restated for discontinued operations)
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                            For the six months ended
                                                                    June 30,
                                                             ------------------------
(in thousands)                                                  2001        2000
                                                              --------    --------
<S>                                                            <C>         <C>
Cash Flow From Operating Activities
     Net income                                                $ 16,558    $ 12,650
     Adjustments to reconcile net income to net
      cash provided (utilized) by operating activities:
     Depreciation and amortization                                  934         792
     Discontinued operations - net assets                        23,154     (35,905)
     (Gain) loss on sale of assets                                 (308)        223
     Gain on sales of businesses                                (34,820)        - -
     Other non-cash credits, net                                     88        (252)
     Change in operating assets and liabilities
      (using) providing cash:
     Accounts receivable                                         (8,750)        842
     Inventories                                                   (278)       (126)
     Prepaid expenses                                              (518)       (307)
     Costs, estimated profits and billings, net                  (2,978)      6,688
     Accounts payable                                              (830)     (8,318)
     Accrued liabilities                                           (914)       (549)
     Income taxes                                                16,166      (1,276)
                                                               --------    --------
     Net cash provided (utilized) by operating activities         7,504     (25,538)

Cash Flows from Investing Activities
     Capital expenditures                                        (4,394)     (1,064)
     Proceeds from sale of assets                                 1,219          25
     Proceeds from sales of businesses                           94,633         - -
     Change in investments and other assets                           0         - -
                                                               --------    --------
     Net cash provided (utilized) by investing activities        91,458      (1,039)

Cash Flows from Financing Activities
     Proceeds from revolving credit facility                        - -      60,000
     Payments of revolving credit facility                      (15,000)    (30,000)
     Dividends paid                                              (3,040)     (2,955)
     Other                                                          345          22
                                                               --------    --------
     Net cash (utilized) provided by financing activities       (17,695)     27,067
                                                               --------    --------
     (Decrease) increase in cash and cash equivalents            81,267         490
     Cash and cash equivalents at beginning of year               9,927       2,240
                                                               --------    --------
Cash and cash equivalents at end of period                     $ 91,194    $  2,730
                                                               ========    ========
</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 six months ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.  The December 31, 2000 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, 2000.

As previously reported, the Company announced a plan to evaluate strategic
alternatives to enhance shareholder value which resulted in the sale of one
business group during 2000, and two more businesses in the first quarter of
2001.  The Company also consummated the sale of another business group in the
third quarter of 2001.  These operations are being reported as discontinued
operations.  Prior year information has been restated for comparative purposes.

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current-year
presentation.  The primary cause of the reclassifications is the transfer of
several businesses to discontinued operations (Note D).

                                      -7-
<PAGE>

Item 1.  Financial Statements (Continued)

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           Six months
(in thousands, except per share amounts)            ended June 30,        ended June 30,
                                                 -----------------   ---------------------
                                                   2001      2000       2001         2000
                                                  ------    ------    -------      -------
<S>                                              <C>       <C>       <C>        <C>
Numerator:
Income from continuing operations                 $1,953    $2,950    $ 3,233      $ 3,930
Income from discontinued operations                  - -     4,108     13,325        8,720
                                                  ------    ------    -------      -------
Net Income                                        $1,953    $7,058    $16,558      $12,650

Denominator:
Weighted-average shares                            7,559     7,300      7,544        7,285
Employee stock options and restricted stock          341       259        323          265
                                                  ------    ------    -------      -------
Weighted-average shares-assuming dilution          7,900     7,559      7,867        7,550
                                                  ======    ======    =======      =======

Earnings per share - basic
    Continuing operations                         $ 0.26    $ 0.40    $  0.43      $  0.54
    Discontinued operations                       $ 0.00    $ 0.57    $  1.76      $  1.20
                                                  ------    ------    -------      -------
    Net income                                    $ 0.26    $ 0.97    $  2.19      $  1.74
                                                  ======    ======    =======      =======

Earnings per share-assuming dilution
    Continuing operations                         $ 0.25    $ 0.39    $  0.41      $  0.52
    Discontinued operations                       $ 0.00    $ 0.54    $  1.69      $  1.16
                                                  ------    ------    -------      -------
    Net income                                    $ 0.25    $ 0.93    $  2.10      $  1.68
                                                  ======    ======    =======      =======

</TABLE>
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)                                  2001            2000
                                             ---------       ---------
<S>                                          <C>          <C>
Costs incurred on uncompleted contracts      $  89,757       $ 101,744
Estimated profits                               32,983          32,460
                                             ---------       ---------
                                               122,740         134,204
Less:  Billings to date                       (111,111)       (125,552)
                                             ---------       ---------
                                             $  11,629       $   8,652
                                             =========       =========
</TABLE>

                                      -8-
<PAGE>

Item 1.  Financial Statements (Continued)

Note C.  Costs and Estimated Profits on Uncompleted Contracts (Continued)

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)                                           2001            2000
                                                        -------      -----------
<S>                                                    <C>         <C>
Costs and estimated profits in excess of billings       $20,626         $15,750
Billings in excess of costs and estimated profits        (8,997)         (7,098)
                                                        -------         -------
                                                        $11,629         $ 8,652
                                                        =======         =======
</TABLE>

Note D.  Discontinued Operations

As previously reported, the Company sold the following businesses:

 .   On November 3, 2000, the Company sold all the stock of PDM Strocal, Inc. and
    Candraft Detailing, Inc., both wholly-owned subsidiaries.

 .   On January 30, 2001, the Company sold all the stock of Oregon Culvert Co.,
    Inc., a wholly-owned subsidiary.

 .   On February 7, 2001, the Company sold certain assets and liabilities of its
    Engineered Construction and Water Storage divisions.

These transactions resulted in a $5.1 million gain on sales of businesses, net
of tax.  The gain was calculated as follows:
                                              (in millions)
                                              -------------
    Proceeds from sales of discontinued operations  $  94.6

    Less:  Net basis in assets and liabilities
         of discontinued operations                   (79.2)
    Less:  Applicable income taxes                    (10.3)
                                                   --------
    Net gain on sales of discontinued operations   $    5.1
                                                   ========

The effective tax rate on the sales of businesses is higher than the statutory
rate due to foreign operating losses during the phase-out period, for which no
tax benefit is realized.

On July 2, 2001, the Company consummated the sale of its Steel Service Centers
division to Reliance Steel & Aluminum Co.

                                      -9-
<PAGE>

Item 1.  Financial Statements (Continued)

Note D.  Discontinued Operations (Continued)

The aforementioned operations are reported as discontinued operations in the
accompanying financial statements.  Net assets from discontinued operations in
the accompanying balance sheet of $80.0 million includes $56.8 million of net
current assets and $23.2 million of net non-current assets as of June 30, 2001.
These amounts consist primarily of inventories, accounts receivable, property,
plant and equipment and related liabilities.

Revenues applicable to discontinued operations were $100.5 million and $303.0
million in the first half of 2001 and 2000, respectively.

Note E.   Subsequent Events

On July 2, 2001, the Company consummated the sale of its Service Centers
division to Reliance Steel & Aluminum Co. for $97.5 million.  The anticipated
pre-tax gain is approximately $15.8 million, subject to all post-closing
purchase price adjustments and costs directly related to the transaction.

As a result of the Service Centers sale, certain change of control agreements
related to the Company's stock option and restricted stock plans were triggered
on July 2, 2001. These agreements, as more fully described in the Company's
Proxy Statement dated March 30, 2001, generally provide for lump-sum cash
payments to certain executives and the vesting of any unexercisable stock
options and restricted stock.  The estimated expense associated with these
payments and accelerated vesting is approximately $7.3 million, which will be
recognized in the third quarter of 2001.

During July 2001, the Company merged the remaining defined benefit plans, not
transferred in any of the other discontinued operations, into one defined
benefit plan and transferred the majority of the plan assets and liabilities to
a newly formed subsidiary. On August 13, 2001, the Company sold the stock of the
subsidiary for $6.4 million dollars resulting in an estimated pre-tax loss of
$11.5 million, which will be recognized in the third quarter of 2001.

                                      -10-
<PAGE>

Item 1.  Financial Statements (Continued)

Note F.  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.

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, 2000 and during
the six months ended June 30, 2001 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.

                                      -11-
<PAGE>

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

RESULTS OF OPERATIONS

As previously reported, the Company announced a plan to evaluate strategic
alternatives to enhance shareholder value which resulted in the sale of one
business group during 2000 and two more businesses in the first quarter of 2001.
The Company also consummated the sale of another business group in the third
quarter of 2001.  These operations are being reported as discontinued
operations, therefore, the following discussion relates only to the continuing
operations of the Company, principally the Steel Bridges division.  Prior year
information has been restated for comparative purposes.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2000.

The Company reported net income of $2.0 million, or $0.25 per diluted share, for
the quarter ended June 30, 2001.  The net income consisted of $2.0 million of
income from continuing operations, on earned revenue of $25.1 million.  These
results compare with net income of $7.1 million, or $0.93 per diluted share, for
the second quarter of 2000.  The prior year net income consisted of $3.0 million
of income from continuing operations, on earned revenue of $24.2 million, and
income from discontinued operations of $4.1 million.

The Company posted earned revenue of $25.1 million compared with $24.2 million
in 2000, representing a 4 percent increase over the prior year.

Selling, general and administrative (S,G&A) expense increased $2.9 million due
primarily to charges recognized under a corporate severance program.

Income from operations decreased $3.1 million from $5.4 million in 2000.  The
impact of increased earned revenue was more than offset by higher S,G&A
expenses.

Interest income, net of $1.1 million in 2001 compares with interest expense, net
of $0.5 million in the prior-year quarter.  Interest income/expense is directly
related to the level of net investments/borrowings the Company maintains
throughout the period.  On June 30, 2001, the Company had no outstanding debt
under its revolving credit facility, compared with $30 million at June 30, 2000.

New awards were $59.3 million for the quarter ended June 30, 2001.  Backlog
increased from year-end 2000 levels, totaling $128.4 million at June 30, 2001.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000.

The Company reported net income of $16.6 million, or $2.10 per diluted share,
for the six months ended June 30, 2001.  The net income consisted of $3.3
million of income from continuing operations, on earned revenue of $45.7
million, and income from discontinued operations of $13.3 million.  These
results compare with net income of $12.7 million, or $1.68 per diluted share,
for the first half of 2000.  The prior year net income consisted of $3.9 million

                                      -12-
<PAGE>

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

RESULTS OF OPERATIONS (Continued)



of income from continuing operations, on earned revenue of $52.2 million, and
income from discontinued operations of $8.7 million.

The Company posted earned revenue of $45.7 million compared with $52.2 million
in 2000.  The decrease relates primarily to the mix of contracts.

SG&A expense increased $2.1 million over prior year due primarily to charges
recognized under a corporate severance program.

Income from operations decreased $3.3 million from $7.6 million in 2000.  Lower
earned revenue and higher SG&A expenses accounted for the majority of the
decrease.

Interest income, net of $1.0 million compares with interest expense, net of $0.7
million a year ago.

The gain on sale of assets of $0.3 million for 2001 is attributable to the sale
of idle properties, while 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.

New awards increased $47.3 million to $88.4 million for the first half of 2001.

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June 30  , 2001, the Company's primary source of
liquidity was proceeds from sales of businesses.  As a result of these sales,
working capital increased $79.0 million from $15.6 million at December 31, 2000
to $94.6 million at June 30, 2001.

Net cash provided by operating activities of $7.5 million was $33.0 million
higher than the level of the prior-year.  Activities related to discontinued
operations, higher net income and an increase in income taxes payable
contributed to the improved cash flow from operating activities.

Net cash provided by investing activities of $91.5 million for the six months
ended June 30, 2001, consisted primarily of proceeds from the sale of businesses
(see below).  The sales proceeds were partially offset by $4.4 million of
capital expenditures.  The Company anticipates that capital expenditures for
fiscal year 2001 will be considerably higher than the level of depreciation and
amortization due to expansion of the bridge fabrication plant in Palatka,
Florida.

On July 10, 2000, the Company announced it has engaged the firm of Tanner & Co.,
Inc., as the Company's financial advisor, to assist the Board of Directors'
consideration of strategic alternatives to enhance shareholder value, including
the potential sale or other disposition of part or all of the Company.

                                      -13-
<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES (Continued)

As discussed in the Discontinued Operations footnote, two businesses were sold
during the first quarter of 2001.  The Company sold Oregon Culvert Co., Inc. for
$8.3 million in cash and its Engineered Construction and Water Storage divisions
for $40 million in cash and $44 million of Chicago Bridge & Iron Company N.V.
(CB&I) common stock.  Subsequent to the initial transaction, all of the shares
were exchanged with CB&I in exchange for $44 million in cash.

Also, the Company consummated the sale of the Service Centers in the third
quarter for $97.5 million.  The anticipated pre-tax gain is approximately $15.8
million, subject to all post-closing purchase price adjustments and costs
directly related to the transaction.

The Company is currently in the process of entering into a series of
transactions for the sale of the stock of Pitt-Des Moines, Inc. and the assets
and stock of its Bridge division.  The structure of the proposed transactions,
which are conditioned upon due diligence and customary governmental approvals,
is such that the asset sale is conditional upon the completion of the tender
offer of the outstanding common stock of Pitt-Des Moines, Inc. The Company
anticipates that the tender offer will be in the mid-$30's per share, and that
it will be completed in October or November of 2001.

Cash utilized by financing activities consisted primarily of payments on the
Company's revolving credit facility.  The Company paid cash dividends of $3.0
million, or $0.40 per share, during the six months ended June 30, 2001 and 2000.

The Company has on hand and access to sufficient sources of funds to meet its
anticipated operating and capital needs.  These sources include cash on hand and
the unused portion of a $22.5 million unsecured revolving credit facility which
expires on January 31, 2002.  On August 10, 2001, $1.3 million of stand-by
letters of credit were outstanding under this credit facility.  As a result of
the aforementioned sales transactions, the Company currently believes it has
sufficient cash on hand to limit the amount of borrowings under its credit
facility in 2001.

                                      -14-
<PAGE>

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

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 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 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.

                                      -15-
<PAGE>

                          Part II - Other Information

Item 1.  Legal Proceedings

       Refer to Part I Item 1, Note F 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 3, 2001, the Company held its annual stockholders meeting. Only
       holders of record at the close of business on March 12, 2001 were
       entitled to notice of and to vote at the Annual Meeting. As of that date,
       the Company had outstanding 7,597,908 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, 2001.

       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
       6,663,989. Following is a separate tabulation with respect to each
       director:

                                    Votes For         Votes Withheld
                                    ---------         --------------
            W.L. Friend             6,616,938              47,051
            W.R. Jackson, Jr.       6,606,646              57,343
            A.J. Paddock            6,607,826              56,163
            P.J. Townsend           6,602,669              61,320

       The following directors' terms of office continued after the annual
       stockholders meeting: J.C. Bates, P.O. Elbert, Wm.W. McKee, J.W.
       Robinson, V.G. Beghini, R.W. Dean and W.R. Jackson.

       The total number of votes cast for the ratification of the appointment of
       Ernst & Young LLP as auditors for the year ending December 31, 2000, was
       6,663,989 with 6,626,223 votes for, 36,243 votes against and 1,523 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

    (b)  Reports on Form 8-K.

         There were no reports on Form 8-K filed by the Company during the
         quarter ended June 30, 2001.


                                      -16-
<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, 2001               By: /s/ Wm. W. McKee
                                         --------------------------------
                                           Wm. W. McKee
                                           (President and
                                           Chief Executive Officer)



                                     Principal Financial Officer:



Date:  August 14, 2001               By: /s/ R. A. Byers
                                         -------------------------------
                                           R. A. Byers
                                           (Vice President
                                           Finance and Treasurer)

                                      -17-