<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, 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 July 31, 2000, 7,404,266 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                                    11

  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                             17

SIGNATURES                                                              18

                                       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       For the six months
                                                      ended June 30,            ended June 30,
                                                  -----------------------   -----------------------
(in thousands, except per share amounts)             2000         1999         2000         1999
                                                  ---------    ---------    ---------    ---------
<S>                                               <C>          <C>          <C>          <C>
Earned revenue                                    $ 176,451    $ 156,455    $ 355,159    $ 299,301
Cost of earned revenue                             (150,917)    (133,430)    (305,387)    (255,744)
                                                  ---------    ---------    ---------    ---------
Gross profit from operations                         25,534       23,025       49,772       43,557

Selling, general and administrative expenses        (13,366)     (13,681)     (27,568)     (25,731)
                                                  ---------    ---------    ---------    ---------
   Income from operations                            12,168        9,344       22,204       17,826
Other income/(expense):
   Interest income                                      246          190          449          367
   Interest expense                                    (568)        (944)        (903)      (1,646)
   Gain on sale of assets                                 7            9         (208)         959
   Miscellaneous, net                                   (90)        (207)        (480)        (403)
                                                  ---------    ---------    ---------    ---------
                                                       (405)        (952)      (1,142)        (723)
                                                  ---------    ---------    ---------    ---------
Income before income taxes                           11,763        8,392       21,062       17,103
Income taxes                                         (4,705)      (3,226)      (8,412)      (6,640)
                                                  ---------    ---------    ---------    ---------
Net income                                        $   7,058    $   5,166    $  12,650    $  10,463
                                                  =========    =========    =========    =========
Per common share:
   Earnings per share                                 $0.97        $0.72    $    1.74    $    1.47
                                                  =========    =========    =========    =========
   Earnings per share - assuming dilution             $0.93        $0.69    $    1.68    $    1.40
                                                  =========    =========    =========    =========
Cash dividend                                         $0.20        $0.17    $    0.40    $    0.34
                                                  =========    =========    =========    =========
Shares used to calculate:  (in thousands)
   Earnings per share                                 7,300        7,147        7,285        7,126
                                                  =========    =========    =========    =========
   Earnings per share - assuming dilution             7,559        7,502        7,550        7,476
                                                  =========    =========    =========    =========
CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year                                            $ 145,391    $ 126,082
   Net income                                                                  12,650       10,463
   Dividends paid                                                              (2,956)      (2,468)
   Other                                                                            1            2
                                                                            ---------    ---------
Balance at end of period                                                    $ 155,086    $ 134,079
                                                                            =========    =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

Item 1.  Financial Statements (Continued)


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


                                                      June 30,     December 31,
                                                        2000           1999
                                                      --------     ------------
(in thousands)                                       (Unaudited)

Assets

Current Assets

     Cash and cash equivalents                         $  8,266        $  8,974
     Accounts receivable including retentions
     (less allowances:  2000-$995; 1999-$1,875)         137,276         102,320
     Inventories                                         36,914          30,741
     Costs and estimated profits in excess
      of billings                                        55,645          61,150
     Deferred income taxes                                8,546           8,545
     Prepaid expenses                                     2,488           1,075
                                                       --------        --------
          Total Current Assets                          249,135         212,805

Other Assets                                             16,903          14,698

Goodwill                                                  7,068           7,186

Property, Plant and Equipment
     Land                                                 7,538           7,737
     Buildings                                           48,621          48,665
     Machinery and equipment                             83,754          80,753
                                                       --------        --------
                                                        139,913         137,155
Allowances for depreciation                             (79,892)        (76,800)
                                                       --------        --------
     Net Property, Plant and Equipment                   60,021          60,355
                                                       --------        --------
                                                       $333,127        $295,044
                                                       ========        ========

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

Current Liabilities
     Accounts payable                                         $ 42,568        $ 61,424
     Accrued compensation, related taxes and benefits           16,903          17,333
     Other accrued expenses                                      4,664           3,673
     Billings in excess of costs and estimated profits          31,385          18,297
     Income taxes                                                2,295           3,988
     Casualty and liability insurance                           12,070           8,755
                                                              --------        --------
     Total Current Liabilities                                 109,885         113,470

Revolving Credit Facility                                       30,000               -

Deferred Income Taxes                                            8,288           8,288

Minority Interest                                                  934             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                                  7,863           6,305
     Retained earnings                                         155,086         145,391
     Accumulated other comprehensive income                          -               -
                                                              --------        --------
                                                               196,498         185,245
     Treasury stock at cost
      (2000-1,542,202 shares; 1999-1,597,866 shares)           (11,505)        (11,784)
     Unearned compensation - restricted stock                     (973)         (1,056)
                                                              --------        --------
          Total Stockholders' Equity                           184,020         172,405
                                                              --------        --------
                                                              $333,127        $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 six months ended
                                                                    June 30,
                                                            ------------------------
(in thousands)                                                   2000        1999
                                                               --------    --------
<S>                                                            <C>         <C>
Cash Flow From Operating Activities
     Net income                                                $ 12,650    $ 10,463
     Adjustments to reconcile net income to net
      cash provided (utilized) by operating activities:
     Depreciation and amortization                                4,336       4,274
     (Gain) loss on sale of assets                                  207        (959)
     Minority interest, net of dividends paid                        53          21
     Other non-cash credits, net                                   (252)        (26)
     Change in operating assets and liabilities
      (using) providing cash:
     Accounts receivable                                        (34,956)    (10,107)
     Inventories                                                 (6,173)      6,276
     Prepaid expenses                                            (1,413)       (794)
     Costs, estimated profits and billings, net                  17,451      18,409
     Accounts payable                                           (18,856)    (15,028)
     Accrued liabilities                                          3,876       2,896
     Income taxes                                                (1,693)     (3,817)
                                                               --------    --------
     Net cash provided (utilized) by operating activities       (24,770)     11,608

Cash Flows from Investing Activities
     Capital expenditures                                        (3,024)     (7,409)
     Proceeds from sale of assets                                    74       2,952
     Acquisitions, net                                              - -      (2,182)
     Change in investments and other assets                         (55)       (265)
                                                               --------    --------
     Net cash utilized by investing activities                   (3,005)     (6,904)

Cash Flows from Financing Activities
     Proceeds from revolving credit facility                     60,000      17,000
     Payments of revolving credit facility                      (30,000)     (5,000)
     Dividends paid                                              (2,956)     (2,468)
     Other                                                           23         436
                                                               --------    --------
     Net cash provided by financing activities                   27,067       9,968
                                                               --------    --------
     (Decrease) increase in cash and cash equivalents              (708)     14,672
     Cash and cash equivalents at beginning of year               8,974       8,447
                                                               --------    --------
Cash and cash equivalents at end of period                     $  8,266    $ 23,119
                                                               ========    ========
</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, 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          Six months
                                                  ended June 30,       ended June 30,
                                                 -----------------   -------------------
(in thousands, except per share amounts)            2000      1999      2000       1999
                                                  ------    ------    -------    -------
<S>                                              <C>       <C>       <C>        <C>
Numerator:
Net income                                        $7,058    $5,166    $12,650    $10,463
                                                  ======    ======    =======    =======
Denominator:
Weighted-average shares                            7,300     7,147      7,285      7,126
Employee stock options and restricted stock          259       355        265        350
                                                  ------    ------    -------    -------
Weighted-average shares-assuming dilution          7,559     7,502      7,550      7,476
                                                  ======    ======    =======    =======
Earnings per share                                $ 0.97    $ 0.72    $  1.74    $  1.47
                                                  ======    ======    =======    =======
Earnings per share-assuming dilution              $ 0.93    $ 0.69    $  1.68    $  1.40
                                                  ======    ======    =======    =======
</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:

                                              June 30,     December 31,
(in thousands)                                  2000           1999
                                             ---------     ------------
Costs incurred on uncompleted contracts      $ 818,780       $ 664,064
Estimated profits                              112,639          94,429
                                             ---------       ---------
                                               931,419         758,493
Less:  Billings to date                       (907,159)       (715,640)
                                             ---------       ---------
                                             $  24,260       $  42,853
                                             =========       =========

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

                                                       June 30,     December 31,
(in thousands)                                           2000            1999
                                                       --------     ------------
Costs and estimated profits in excess of billings      $ 55,645        $ 61,150
Billings in excess of costs and estimated profits       (31,385)        (18,297)
                                                       --------        --------
                                                       $ 24,260        $ 42,853
                                                       ========        ========

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 six months ended June 30, 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               Six months
                                        ended June 30,            ended June 30,
                                    -----------------------   -----------------------
                                       2000         1999         2000         1999
                                     --------     --------     --------     --------
<S>                                 <C>          <C>          <C>          <C>
Earned Revenue:
  Heavy Construction                 $116,397     $108,922     $240,638     $208,434
  Steel Distribution                   61,224       48,798      116,463       93,364
  Corporate and Other                  (1,170)      (1,265)      (1,942)      (2,497)
                                     --------     --------     --------     --------
                                     $176,451     $156,455     $355,159     $299,301
                                     ========     ========     ========     ========
Income (Loss) from Operations:
  Heavy Construction                 $ 10,085     $  6,448     $ 19,501     $ 14,334
  Steel Distribution                    4,929        3,831        9,703        6,970
  Corporate and Other                  (2,846)        (935)      (7,000)      (3,478)
                                     --------     --------     --------     --------
                                     $ 12,168     $  9,344     $ 22,204     $ 17,826
                                     ========     ========     ========     ========
</TABLE>

                                       10
<PAGE>

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1999.

The Company reported net income of $7.1 million, or $0.93 per diluted share, on
earned revenue of $176.5 million for the quarter ended June 30, 2000.  These
results compare with net income of $5.2 million, or $0.69 per diluted share, on
earned revenue of $156.5 million for the second quarter of 1999.

HEAVY CONSTRUCTION

Heavy Construction posted earned revenue of $116.4 million, representing an
increase of $7.5 million over the prior year quarter.  The majority of the
growth is attributable to the Water Storage and Steel Building groups which
reported increases of 31 percent and 20 percent, respectively.  The Water
Storage group benefited from strong market activity, while the Steel Building
group continued to experience solid demand for office space, hotels and other
developments in the Western and Southwestern United States.

Selling, general and administrative (S,G&A) expense as a percentage of earned
revenue decreased 1.3 percentage points to 5.8 percent, compared with 7.1
percent in the second quarter of 1999.  Income from operations rose $3.6 million
to $10.1 million for the second quarter, due to the earned revenue growth and
leverage of the operating expense lines over the prior year.

New awards were $124.0 million for the quarter ended June 30, 2000.  Backlog
approximated year-end 1999 levels, totaling $306.0 million at June 30, 2000.

STEEL DISTRIBUTION

Steel Distribution's earned revenue increased $12.4 million, or 25 percent,
quarter-to-quarter from $48.8 million to $61.2 million in 2000.  Strong market
activity, coupled with the favorable impact of new and expanded steel service
center operations, contributed to the growth in volume.

S,G&A expense as a percentage of earned revenue improved 0.8 percentage points
to 7.1 percent.  Income from operations increased $1.1 million, to $4.9 million,
as a result of the growth in earned revenue and leverage of the S,G&A expense
line.

                                       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 $2.8 million in the second
quarter of 2000 compared with $0.9 million for the prior year quarter.  The
increase from 1999 relates primarily to compensation expense recognized under a
management incentive program and adjustments to inventory reserves.

Interest expense of $0.6 million in 2000 compares with $0.9 million in the
prior-year quarter.  Interest expense is directly related to the level of net
borrowings the Company maintains throughout the period.  The increase in
interest expense for 2000 resulted from the higher level of borrowings to
finance general working capital needs and to fund capital expansion.  On June
30, 2000, the Company had $30 million of outstanding debt under its revolving
credit facility, compared with $47 million at June 30, 1999.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1999.

The Company reported net income of $12.7 million, or $1.68 per diluted share, on
earned revenue of $355.2 million for the six months ended June 30, 2000.  These
results compare with net income of $10.5 million, or $1.40 per diluted share, on
earned revenue of $299.3 million for the six months ended June 30, 1999.

HEAVY CONSTRUCTION

The Heavy Construction segment reported a 15 percent increase in earned revenue
from $208.4 million to $240.6 million for the first half of 2000.  The Water
Storage and Steel Building groups accounted for the majority of the growth
reporting increases of 31 percent and 55 percent, respectively.  Both product
groups experienced strong demand for the reasons noted in the quarterly
discussion.

S,G&A expense as a percentage of earned revenue dropped to 5.5 percent for the
first six months of 2000, from 6.6 percent for the period ended June 30, 1999.
Income from operations increased $5.2 million from $14.3 million a year ago to
$19.5 million for the first six months of 2000.

New awards rose $7.0 million to $244.4 million for the first half of 2000.

                                       12
<PAGE>

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

STEEL DISTRIBUTION

Steel Distribution reported earned revenue of $116.5 million, a 25 percent
increase from $93.4 million in earned revenue for the six months ended June 30,
1999, 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.

S,G&A expense as a percentage of earned revenue decreased to 7.2 percent, from
8.0 percent a year ago.  Income from operations rose $2.7 million, or 39
percent, to $9.7 million in 2000 as a result of the strong earned revenue growth
and leverage of the S,G&A expense line.

OTHER

Corporate unallocated expenses, consisting of salaries, benefits, outside
professional services, taxes and insurance, were $7.0 million in the first half
of 2000 compared with $3.5 million for the comparable period of 1999.  The
increase from 1999 relates primarily to compensation expense recognized under a
management incentive program and adjustments to inventory reserves.

Interest expense of $0.9 million for the first six months of 2000 compares with
$1.6 million in the prior year.  The increase in interest expense for the period
relates to the higher level of borrowings to finance general working capital
needs and to fund capital expansion.

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.


LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June 30, 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 $40.0 million from $99.3 million at December
31, 1999 to $139.3 million at June 30, 2000.

Net cash utilized by operating activities increased $36.4 million when compared
with the $11.6 million of cash provided in the first half of 1999.  An increase
in accounts receivable and inventories, 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 $3.0 million for the six months
ended June 30, 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.

                                       13
<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES (Continued)

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.

Cash provided by financing activities consisted primarily of proceeds from the
Company's revolving credit facility.  The Company paid cash dividends of $3.0
million, or $0.40 per share, compared with $2.5 million, or $0.34 per share,
during the six months ended June 30, 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 August 9, 2000, $30.0 million of
borrowings and $5.2 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 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.

                                       14
<PAGE>

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.

                                       15
<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 4.  Submission of Matters to a Vote of Security Holders

       On May 4, 2000, the Company held its annual stockholders meeting.  Only
       holders of common stock of record at the close of business on March 13,
       2000 were entitled to notice of and to vote at the Annual Meeting.  As of
       that date, the Company had outstanding 7,389,890 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, 2000.

       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 6,103,384.  Following is a separate tabulation with respect to each
       director:

                                   Votes For   Votes Withheld
                                   ---------   --------------
               J. C. Bates         5,953,797          149,587
               P. O. Elbert        6,055,569           47,815
               Wm. W. McKee        6,057,722           45,662
               J. W. Robinson      6,056,519           46,865

       The following directors' terms of office continued after the annual
       stockholders meeting:  W. L. Friend, W. R. Jackson, Jr., A. J. Paddock,
       P. J. Townsend, V. G. Beghini, R. W. Dean, W. R. Jackson and W. E.
       Lewellen.

       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
       6,103,384 with 6,057,384 votes for, 43,698 votes against and 2,302 votes
       abstained.

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

                                       16
<PAGE>

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 June 30, 2000.

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



                                     Principal Financial Officer:



Date:  August 14, 2000               By: /s/ R. A. Byers
                                         -------------------------------
                                           R. A. Byers
                                           (Vice President
                                           Finance and Treasurer)

                                       18