<SEC-DOCUMENT>0000930661-01-501337.txt : 20011018
<SEC-HEADER>0000930661-01-501337.hdr.sgml : 20011018
ACCESSION NUMBER:		0000930661-01-501337
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20010730

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AZZ INC
		CENTRAL INDEX KEY:			0000008947
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC LIGHTING & WIRING EQUIPMENT [3640]
		IRS NUMBER:				750948250
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-66294
		FILM NUMBER:		1693150

	BUSINESS ADDRESS:	
		STREET 1:		400 N TARRANT RD
		CITY:			CROWLEY
		STATE:			TX
		ZIP:			76036
		BUSINESS PHONE:		8172974361

	MAIL ADDRESS:	
		STREET 1:		P O BOX 668
		STREET 2:		P O BOX 668
		CITY:			CROWLEY
		STATE:			TX
		ZIP:			76036

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AZTEC MANUFACTURING CO
		DATE OF NAME CHANGE:	20000911
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>ds3.txt
<DESCRIPTION>FORM S-3
<TEXT>
<PAGE>

     As Filed with the Securities and Exchange Commission on July 30, 2001

                    Registration No. 33-__________________

--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  ----------

                                   FORM S-3

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                                  ----------

                               AZZ incorporated
            (Exact Name of Registrant as specified in its Charter)

                    Texas                               75-0948250
       (State or other jurisdiction                 (I.R.S. Employer
              of incorporation)                  Identification Number)

                            400 North Tarrant Road
                             Crowley, Texas 76036
                                (817) 297-4361
   (Address, including Zip Code, and Telephone Number, including Area Code,
                 of Registrant's Principal Executive Offices)

                                David H. Dingus
                           400 North Tarrant Street
                             Crowley, Texas 76036
                                (817) 297-4361
              (Address, including Zip Code, and Telephone Number,
                  including Area Code, of Agent for service)

                                  ----------

                       Copies of all communications to:
                           Richard A. Lowe, Esquire
                   Shannon, Gracey, Ratliff & Miller, L.L.P.
                          777 Main Street, Suite 3800
                           Fort Worth, Texas  76102
             Telephone: (817) 882-7653  Facsimile: (817) 336-3735

                                  ----------

     APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:  As soon as practicable
after this Registration Statement becomes effective.


<PAGE>

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

     If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
<PAGE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
   Title of Each                            Proposed       Proposed Maximum     Amount of
Class of Securities     Amount to be   Maximum Offering   Aggregate Offering  Registration
 To be Registered        Registered(1) price per Unit(2)          price              Fee
------------------------------------------------------------------------------------------
<S>                    <C>             <C>                <C>                 <C>
Common Stock,
$1.00 par value
                      70,000 shares     $     24.65        $   1,725,500      $    431.38
                      =============     ===========        =============      ===========
</TABLE>

_________________________________________

(1)  Includes shares of common stock of AZZ issuable upon rights to purchase
     under an option agreement with RCG Capital Markets Group, Inc.

(2)  These shares are to be offered at a price not presently determinable.
     Pursuant to Rule 457(c), the offering price is based on the average of the
     high and low prices on July 25, 2001 on the consolidated reporting system.

                                  ----------

     The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the SEC acting pursuant to said Section 8(a), may
determine.
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS

                               AZZ incorporated

                                 70,000 SHARES

                         COMMON STOCK, $1.00 PAR VALUE

     This Prospectus relates to the offer for sale from time to time of up to
70,000 shares of Common Stock, par value $1.00 per share, of AZZ incorporated, a
Texas corporation, by RCG Capital Markets Group, Inc.  We will not receive any
of the proceeds from the resale of these shares by the selling stockholder.  For
more information on the selling stockholder, please see "Selling Security
Holders" beginning on Page 10.

     AZZ's Common Stock is traded on the New York Stock Exchange under the
symbol "AZZ." The closing sale price of our Common Stock as reported by the New
York Stock Exchange on July 25, 2001 was $25.10 per share.

     PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN
FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH ANY DECISION TO PURCHASE SHARES
IN THIS OFFERING.

     The selling stockholders may sell the shares of Common Stock described in
this prospectus in public or private transactions, on or off the New York Stock
Exchange, at prevailing market prices, or at privately negotiated prices. The
selling stockholders may sell shares directly to purchasers or through brokers
or dealers. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders. For more
information on how the shares may be distributed, please see
"Plan of Distribution" beginning on Page 11.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     The date of this Prospectus is July 30, 2001.
<PAGE>

     Throughout this prospectus, "AZZ incorporated," "AZZ," "we," "us," and
"our," and other possessive and other derivations thereof, refer to AZZ
incorporated and its consolidated subsidiaries, unless the context otherwise
requires. All trademarks and trade names appearing in this prospectus are the
property of AZZ, unless otherwise indicated.

     This prospectus is part of a registration statement we filed with the SEC.
AZZ may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. Please read this entire prospectus and
any amendments or supplements carefully before making your investment decision
to purchase shares in this offering. You should rely only on the information
provided in, and incorporated by reference into, this prospectus. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of the document. We have authorized no one to provide
you with different information. We are not making an offer of these securities
in any state where the offer is not permitted.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any such documents that we have
filed. You may do so at the Commission's public reference room, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. These documents
are also available at the following Regional Office: 7 World Trade Center, Suite
1300, New York, New York 10048. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference rooms.

     Our SEC filings are also available to the public on the Commission's web
site at http://www.sec.gov. Our web site can be found at
http://www.AZZincorporated.com.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this registration
statement some of the information we have already filed with the SEC. As a
result, we can disclose important information to you by referring you to those
documents. These incorporated documents contain important business and financial
information about us that is not contained in or delivered with this prospectus.
The information incorporated by reference is considered to be part of this
prospectus. Moreover, later information filed with the SEC by us in the future
will update and supersede this information and similarly be considered to be a
part of this prospectus. We incorporate by reference the documents listed below,
all filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of the initial registration
statement, as amended, and prior to effectiveness of the registration statement,
and any future filings made by us with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:

     *    Our Annual Report on Form 10-K for the fiscal year ended February 28,
          2001.

     *    Our Quarterly Report on Form 10-Q for the quarter ended May 31, 2001.

     *    "Item 1. Description of Registrant's Securities to be Registered" in
          our Registration Statement on Form 8-A filed on February 24, 1997.

     We will provide, without charge, to each person to whom a prospectus is
delivered, a copy of these documents that are incorporated by reference into,
but not delivered with, this prospectus. You may request a copy of these filings
by writing or telephoning us at the following address:

          AZZ incorporated
          400 North Tarrant Street
          Crowley, Texas  76036
          Attention: Investor Relations
          Telephone number: 817-297-4361



                                       2
<PAGE>

                               TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS.............................   4

AN OVERVIEW OF OUR BUSINESS.................................................   5

RISK FACTORS................................................................   7

USE OF PROCEEDS.............................................................  10

SELLING SECURITY HOLDERS....................................................  10

PLAN OF DISTRIBUTION........................................................  11

DISCLOSURE OF THE SEC'S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES..................................................  12

LEGAL MATTERS...............................................................  13

EXPERTS.....................................................................  13



                                       3
<PAGE>

                FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     This prospectus contains, and from time to time we or certain of our
representatives may make, "forward-looking statements" within the meaning of the
federal securities laws. These statements are generally identified by the use of
words such as "anticipate," "expect," "estimate," "intend," "should," "may,"
"believe," and terms with similar meanings. Although the Company believes that
the current views and expectations reflected in these forward-looking statements
are reasonable, our views, expectations, and the related statements, are
inherently subject to risks, uncertainties, and other factors, many of which are
not under our control. Those risks, uncertainties, and other factors could cause
the actual results to differ materially from these in the forward-looking
statements.

     Factors that could cause actual results to differ materially include, but
are not limited to, many of the matters described in or incorporated into this
prospectus: change in demand, prices and raw material cost, including zinc which
is used in the hot dip galvanizing process; changes in the economic conditions
of the various markets we serve, foreign and domestic, including the market
price for oil and natural gas; acquisition opportunities, adequacy of financing,
and availability of experienced management employees to implement our growth
strategy; and customer demand and response to our products and services.

     We caution you not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
prospectus. We do not have any obligation to inform you if forward-looking
statements or the circumstances on which they are based change.








                                       4
<PAGE>

                          AN OVERVIEW OF OUR BUSINESS

AZZ incorporated was established in 1956 and incorporated under the laws of the
State of Texas.  We are an electrical equipment and components manufacturer
serving the global growth markets of power generation, transmission and
distribution, and industrial markets as well as a leading provider of hot dip
galvanizing services to the steel fabrication market nationwide.

We offer products through two distinct business segments, Electrical and
Industrial Products Segment, previously known as the Manufactured Products
Segment, and the Galvanizing Services Segment, previously known as the Services
Segment.

We changed our name from Aztec Manufacturing Co. to AZZ incorporated on July 10,
2000. Management believes the new name will more effectively represent the scope
of our business beyond manufacturing, reflect the changes in AZZ over the past
10 years and better enable us to cross-leverage marketing opportunities through
the use of a common name and new image.

Electrical and Industrial Products Segment

The Electrical and Industrial Products Segment produces highly engineered
specialty electrical products as well as lighting and tubular products.  We
market and sell products throughout the global market place.  The electrical
portion of this segment designs, manufactures, and configures products that
distribute electrical power to a generator, transformer, switching device or
other electrical configurations. These electrical systems are supplied to the
power generation, transmission and distribution markets. Also provided by this
segment are industrial lighting and tubular products used for petrochemical and
industrial applications.  Lighting products are provided to the petroleum, food
processing, and power generation industries, to consumer retail outlets and to
industries with unique lighting challenges.  The principal markets for tubular
products are the petroleum and automotive industries.  The markets for the
Electrical and Industrial Products Segment are highly competitive and consist of
a few large national companies, as well as numerous small independents.
Competition is based primarily on product quality, range of product line, price
and service.  While some of these companies are much larger and better financed
than us, we believe AZZ can compete favorably with them.  Copper, aluminum and
steel are the primary raw materials used in the segment and are readily
available.  This segment's products are sold through manufacturers'
representatives and its internal sales force.  This segment is not dependent on
any single customer or limited number of customers for as much as 10% of sales,
and the loss of any single customer would not have a material adverse effect on
our consolidated revenues.

Galvanizing Services Segment

The Galvanizing Services Segment provides hot dip galvanizing to the steel
fabrication industry through facilities located throughout the South and
Southwest United States.  The eleven galvanizing plants are located in Texas,
Louisiana, Alabama, Mississippi, Arkansas, and Arizona.  Hot dip galvanizing is
a metallurgical process by which molten zinc is applied to a customer's
material.  The zinc bonding provides corrosion protection of fabricated steel
for an extended period of up to 50 years.  Galvanizing is a highly competitive
business and we compete with other independent galvanizing companies, captive
galvanizing facilities operated by manufacturers, and alternate forms of
corrosion protection such as paint.  AZZ is limited, to some extent, in its
galvanizing market to areas within a close proximity of its existing locations
due to freight cost.  Zinc, the principal raw material used in the galvanizing
process, is readily available, but has volatile pricing.  We manage exposure to
commodity pricing of zinc by utilizing contracts with zinc suppliers and include
protective caps to guard against rising commodity prices.  This segment
typically serves fabricators and/or manufacturers involved in the highway
construction, electrical utility, transportation, water treatment, agriculture,
petrochemical and chemical, pulp and paper industries and numerous OEM's.  The
market in general is broken into two major categories, being large structural



                                       5
<PAGE>

steel projects and custom fabrication.  This segment is not dependent on any
single customer or limited number of customers for as much as 10% of sales, and
the loss of any customer would not have a material adverse effect on our
consolidated revenues.











                                       6
<PAGE>

                                  RISK FACTORS

     Before making an investment, you should be aware of the following risk
factors and should review carefully the financial and other information about us
provided or incorporated into this prospectus.


     OUR REVENUES ARE SUBSTANTIALLY DEPENDENT ON OUR OPERATING SUBSIDIARIES


     Our consolidated financial statements include our accounts and the accounts
of our wholly owned subsidiaries.  Consequently, our financial performance is
dependent upon the ability of our subsidiary companies to sustain their
respective businesses and be profitable.  Each subsidiary had different
customers and in many circumstances, changes in customers or supply sources
could impact business at a subsidiary level and ultimately our financial
performance.  We currently do not rely upon any customers to provide more than
10% of our business and we obtain materials from a variety of sources.

        OUR SUCCESS DEPENDS UPON OUR SENIOR MANAGEMENT AND KEY PERSONNEL

     Our success depends upon the continued employment of and performance by our
senior management, and key personnel of our subsidiary companies. It could have
a material adverse effect on us if our senior management team do not continue
their relationships with us, or if our subsidiary companies are unable to hire
and retain a sufficient number of qualified management, professional, technical
and marketing personnel.

   THE MARKET PRICE FOR OUR STOCK IS AND WILL LIKELY CONTINUE TO BE VOLATILE

     The market price for our stock has been volatile and has fluctuated
significantly to date. The trading price of our stock is likely to continue to
be highly volatile. In addition, the stock market in general and the market for
manufacturing companies in particular, have experienced extreme price and volume
fluctuations. These broad market and industry factors may materially and
adversely affect the market price of our common stock, regardless of our actual
operating performance. In the past, following periods of volatility in the
market price of a company's securities, securities class-action litigation has
often been instituted against such companies. Such litigation, if instituted,
could result in substantial costs and a diversion of management's attention and
resources, which would have a material adverse effect on our business, financial
condition and results of operations.





                                       7
<PAGE>

            FLUCTUATIONS IN OUR QUARTERLY RESULTS WILL LIKELY CAUSE
                        FLUCTUATIONS IN OUR STOCK PRICE

We expect that our quarterly results will fluctuate significantly due to many
factors, including:

     *    the operating results of our operating subsidiaries;

     *    the pace of development or a decline in growth of the markets in which
          our companies operate and competition with respect to the
          technologies, products and services offered by our companies;

     *    intense competition from other potential acquirers of prospective
          companies, which could increase our cost of acquiring interests in
          additional companies; and

     *    our ability to effectively manage our growth and the growth of our
          companies.

     If our operating results in one or more quarters do not meet securities
analysts' or your expectations, the price of our stock could decrease. In
addition, we expect that the price of our Common Stock will fluctuate in
response to announcements by us or our competitors with respect to acquisitions,
divestitures and other corporate developments.

       WE MAY BE UNABLE TO OBTAIN MAXIMUM VALUE FOR OUR COMPANY INTERESTS

     We own 100% interests in all of our subsidiary companies. While we do not
anticipate selling significant portions of our investments in our companies in
the foreseeable future, if we were to divest all or part of an investment in a
company, we may not receive maximum value for this position.




                                       8
<PAGE>

    UNANTICIPATED ENVIRONMENTAL LIABILITIES COULD RAISE COSTS OF OPERATIONS

     We are involved in the manufacturing business and as such utilize materials
and perform operations which involve regulations and oversight by state and
federal authorities.  On occasion we are subject to proceedings and regulatory
orders involving noise, air emissions and water discharges into the environment.
Historically, we have complied with these proceedings and orders without
material impact to our operations, but some unforseen event could increase our
cost of operations or prevent compliance.

        SOME ANTITAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND PLANS
                         MAY DELAY OR PREVENT TAKEOVER

     A number of provisions of our articles of incorporation and bylaws deal
with matters of corporate governance and the rights of shareholders.  Certain of
these provisions may be deemed to have an anti-takeover effect and may delay or
prevent takeover attempts not first approved by the Board of Directors
(including takeovers that certain shareholders may deem to be in their best
interests).  These provisions also could delay or frustrate the removal of
incumbent directors or the assumption of control by shareholders.  We believe
that these provisions are appropriate to protect AZZ's interests and all of our
shareholders.

     Effective January 7, 1999, we adopted a stock rights plan which authorized
and declared a dividend and distribution of one right for each share of common
stock outstanding at the close of business on February 4, 1999.  The rights are
exercisable at an initial price of $60, subject to certain adjustments.  The
plan is designed to enable all of our shareholders to realize the full value of
their investment and to provide for fair and equal treatment for all
shareholders in the event that an unsolicited attempt is made to acquire us.
The adoption of the stock rights plan was intended as a means to guard against
abusive takeover tactics and was not in response to any particular proposal.

     The rights will be exercisable only if a person or group acquires 15% or
more of our common stock or announces a tender offer for 15% or more of the
common stock.  The effect will be to discourage acquisitions of more than 15% of
our common stock without negotiations with the Board of Directors.

     The rights will trade with our common stock, unless and until they are
separated upon the occurrence of certain future events.  Our Board of Directors
may redeem the rights prior to the acquisition of more than 15% of our common
stock.

         WE ARE UNDER REVIEW BY THE NEW YORK STOCK EXCHANGE TO MAINTAIN
                          OUR LISTING ON THAT EXCHANGE

     We have been under review by the New York Stock Exchange for compliance
with changes to its listing requirements. We have submitted a plan to the SEC
which describes how we believe we comply with these new rules and we expect to
receive confirmation of compliance. A delisting of our stock from the New York
Stock Exchange would mean that we would have to list our shares on NASDAQ or
seek other markets for the sale of our shares. Although we do not expect our
stock to be delisted, if this were to happen, our stock price may be adversely
effected.

  WE FACE GENERAL RISKS RELATED TO DOING BUSINESS THAT ARE BEYOND OUR CONTROL

     Our success will depend in part on certain factors that are beyond our
control and that cannot clearly be predicted at this time. These factors
include, but are not limited to, general economic conditions, both nationally
and internationally, changes in tax laws, fluctuating operating expenses,
availability of materials and labor, changes in governmental regulations,
changes in technology and trade laws.





                                       9
<PAGE>

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of the Common Stock offered
pursuant to this prospectus by the selling stockholder.  All proceeds will go to
the selling stockholder.

                            SELLING SECURITY HOLDERS

     The following table sets forth for RCG Capital Markets Group, Inc., the
selling stockholder (a) the name of the selling stockholder, (b) the number of
shares of our Common Stock owned by the selling stockholder before the offering
as noted in the footnotes to the table (some or all shares underlie an option to
purchase Common Stock), (c) the number of shares of our Common Stock offered by
the selling stockholder under this prospectus, (d) the number of shares of our
Common Stock that will be owned by the selling stockholder assuming that all
shares of our Common Stock registered hereby on that stockholder's behalf are
sold, and (e) the percentage of our outstanding shares of Common Stock that
those remaining shares will represent. The selling stockholder is a party to an
agreement by which we agreed to register its shares of our Common Stock.
Registration of these shares enables the selling stockholder to sell the shares
from time to time in any manner described in "Plan of Distribution" below, but
does not necessarily mean that the selling stockholder will sell all or any of
the shares.

<TABLE>
<CAPTION>
                                                                                           % OF OUT-
                                                                                       STANDING
                                                                                       COMMON STOCK
                         NUMBER OF SHARES       NUMBER OF SHARES   NUMBER OF SHARES    BENEFICIALLY
NAME OF SELLING          BENEFICIALLY OWNED     TO BE SOLD IN      BENEFICIALLY OWNED  OWNED AFTER
STOCKHOLDER              BEFORE OFFERING        OFFERING           AFTER OFFERING      OFFERING (2)
---------------          ------------------     ----------------   ------------------ -------------
<S>                      <C>                    <C>                <C>                <C>
RCG Capital Markets
Group, Inc.                 70,000 (2)(3)         70,000 (2)(3)           0 (2)(3)          *%(1)
</TABLE>

---------------------------
*    Less than 1%

(1)  Percentages are based on 5,036,135 shares of Common Stock outstanding as of
May 31, 2001.
(2)  The shares of Common Stock being registered are issuable upon exercise of
an option to purchase up to 70,000 shares of Common Stock.
(3) 43,750 shares are currently vested and the remaining 26,250 shares become
vested upon the occurrence of certain events specified in the option agreement.






                                      10
<PAGE>

                              PLAN OF DISTRIBUTION

     The selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of its shares of
Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:

     *    ordinary brokerage transactions and transactions in which the broker-
          dealer solicits purchasers;

     *    block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction;

     *    purchases by a broker-dealer as principal and resale by the broker-
          dealer for its account;

     *    an exchange distribution in accordance with the rules of the
          applicable exchange;

     *    privately negotiated transactions;

     *    broker-dealers may agree with the selling stockholder to sell a
          specified number of such shares at a stipulated price per share;

     *    a combination of any such methods of sale; and

     *    any other method permitted pursuant to applicable law.

     The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     Broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser, in amounts to be negotiated.
The selling stockholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.

     The selling stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933 in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933.

     The selling stockholder agreed to pay 50% up to $5,000 in costs associated
with registration of the shares. We are required to pay all other fees and
expenses incident to the registration of the shares.





                                      11
<PAGE>

     DISCLOSURE OF THE SEC'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                  LIABILITIES

     Our bylaws provide that we will indemnify our directors, officers,
employees and agents to the fullest extent permitted by Texas law.  In addition,
our certificate of incorporation provides that, to the fullest extent permitted
by Texas law, our directors will not be liable for monetary damages for breach
of the directors' fiduciary duty to us and our stockholders. This provision of
the certificate of incorporation does not eliminate the duty of care. In
appropriate circumstances, equitable remedies such as an injunction or other
forms of non-monetary relief are available under Texas law.  This provision also
does not affect a director's responsibilities under any other laws, such as the
federal securities laws.

     Each director will continue to be subject to liability for:

     *    breach of the director's duty of loyalty to us;

     *    acts or omissions not in good faith or involving intentional
          misconduct;

     *    knowing violations of law;

     *    any transaction from which the director derived an improper personal
          benefit;

     *    improper transactions between the director and us; and

     *    improper distributions to stockholders and improper loans to directors
          and officers.

     In addition to the protections provided by our bylaws and certificate of
incorporation, we have entered into employment agreements with certain of our
executive officers that provide them with indemnity against expenses and losses
incurred in connection with certain claims brought against them. We maintain
approximately $15,000,000 of coverage under a directors' and officers' liability
insurance policy.

     There is no pending litigation or proceeding involving a director or
officer as to which indemnification is being sought. We are not aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to our directors, officers and
control persons pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act of 1933, and is, therefore,
unenforceable.





                                      12
<PAGE>

                                 LEGAL MATTERS

     The validity of the shares being offered pursuant to this prospectus will
be passed upon for us by Shannon, Gracey, Ratliff & Miller, L.L.P., Fort Worth,
Texas.  At the time we filed the registration statement with the SEC Mr. Sam
Rosen, a partner in Shannon, Gracey, Ratliff & Miller, L.L.P., was a director
and the secretary of AZZ and was the beneficial owner of 24,471 shares of Common
Stock including an option to purchase 10,000 shares of Common Stock pursuant to
the applicable vesting schedule.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual report on Form 10-K for
the year ended February 28, 2001, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our consolidated financial statements and schedule are incorporated
by reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.

                              -------------------

     No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by us or the selling shareholders.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy to any person in any jurisdiction in which such offer or
solicitation would be unlawful or to any person to whom it is unlawful.  Neither
the delivery of this prospectus nor any offer or sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
our affairs or that information contained herein is correct as of any time
subsequent to the date hereof.





                                      13

<PAGE>



                PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

             ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The expenses of the offering, which are to be borne by us and 50% (up to
$5,000) by the Selling Security Holder, are estimated as follows:

     SEC registration fee           $   431.38
     Legal services and expenses    $15,000.00
     Accounting services            $ 4,500.00
     Miscellaneous                  $ 2,500.00
                                    ----------
     Total                          $22,431.38
                                    ==========

              ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under the Texas Business Corporation Act, we have broad powers to indemnify
our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act.

     Our Certificate of Incorporation provides for the elimination of liability
for monetary damages for breach of the directors' fiduciary duty to us and our
stockholders. These provisions do not eliminate the directors' duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Texas law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to us, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Texas law. The provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

     In addition to the protections provided by our bylaws and certificate of
incorporation, we have entered into employment agreements with certain of our
executive officers that provide them with indemnity against expenses and losses
incurred in connection with certain claims brought against them. We maintain
approximately $15,000,000 of coverage under a directors' and officers' liability
insurance policy.

                                      II-1
<PAGE>

                               ITEM 16. EXHIBITS

Exhibit No.         Description
-----------         -----------

4.1*                Engagement Agreement between the Company and RCG Capital
                    Markets Group, Inc. dated February 7, 2000

4.2*                Letter Agreement between the Company and RCG Capital Markets
                    Group, Inc. dated July 12, 2000, amending the Engagement
                    Agreement of February 7, 2000

4.3*                Letter Agreement between the Company and RCG Capital Markets
                    Group, Inc. dated October 6, 2000, amending the Engagement
                    Agreement of February 7, 2000

4.4*                Stock Option Agreement between the Company and RCG Capital
                    Markets Group, Inc. dated as of February 22, 2000

5.1*                Legal Opinion and Consent of Shannon, Gracey, Ratliff &
                    Miller, L.L.P.

23.1*               Consent of Ernst & Young LLP

24.0*               Power of Attorney
-----------------
*    Filed herwith.


                             ITEM 17. UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

     PROVIDED, HOWEVER, that clauses (1)(i) and (1)(ii) above do not apply if
the information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of those securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.

     (4) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                      II-2
<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas on July 30, 2001.

                               AZZ incorporated


Date: July 30, 2001      By: /s/ David H. Dingus
                             ---------------------------------------
                             President and CEO

Date: July 30, 2001      By: /s/ Dana L. Perry
                             ---------------------------------------
                             Dana L. Perry, Vice President of Finance, CFO and
                             Assistant Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Date:                                Signature and Title

July 30, 2001           /s/ L.C. Martin
                     -------------------------------------------
                     L.C. Martin, Chairman of the Board

July 30, 2001           /s/ David H. Dingus
                     -------------------------------------------
                     David H. Dingus, President, Chief Executive
                     Officer and Director

July 30, 2001           /s/ Dana L. Perry
                     -------------------------------------------
                     Dana L.Perry, Vice President of Finance, CFO, and
                     Assistant Secretary and Director

July 30, 2001           /s/ Martin C. Bowen
                     -------------------------------------------
                     Martin C. Bowen, Director

July 30, 2001           /s/ Daniel E. Berce
                     -------------------------------------------
                     Daniel E. Berce, Director

July 30, 2001           /s/ Daniel R. Feehan
                     -------------------------------------------
                     Daniel R. Feehan, Director

July 30, 2001           /s/ R.J. Schumacher
                     -------------------------------------------
                     R.J. Schumacher, Director

July 30, 2001           /s/ Sam Rosen
                     -------------------------------------------
                     Sam Rosen, Director and Secretary

July 30, 2001           /s/ Dr. H. Kirk Downey
                     -------------------------------------------
                     Dr. H. Kirk Downey, Director

July 30, 2001           /s/ Kevern R. Joyce
                     -------------------------------------------
                     Kevern R. Joyce, Director


                                      II-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>dex41.txt
<DESCRIPTION>ENGAGEMENT AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.1

                             ENGAGEMENT AGREEMENT

February 7, 2000

Mr. David H. Dingus
President & COO
Aztec Manufacturing Co.
P.O. Box 688
400 North Tarrant
Crowley, TX 76036

1.   This letter agreement will confirm the understanding between Aztec
     Manufacturing Co. and/or its affiliates and successors (the "Company" or
     "AZZ") and RCG Capital Markets Group, Inc. and/or its affiliates and
     successors ("RCG") with respect to the matters set forth herein. RCG will
     provide consulting and other services, as more particularly described
     herein and in the attachment hereto entitled Financial Relations Services
     Attachment (the "Financial Relations Services"), to the Company and will
     represent the Company during the engagement as exclusive Financial
     Relations Consultants with respect to the Financial Relations Services, on
     the terms and conditions set forth herein and in the attachments hereto,
     all of which are incorporated herein by reference and form a part hereof.
     The period during which RCG will perform the Financial Relations Services
     for the Company will commence on February 7, 2000 (the "Commencement Date")
     and, unless otherwise terminated as provided in this paragraph or in
     paragraph nine of this letter agreement, will terminate on the date which
     is Eighteen (18) months following the commencement date (the "Termination
     Date"). The period beginning on the Commencement Date and ending on the
     Termination Date is hereafter referred to as the "Engagement Term". As more
     particularly described in paragraph 9 below, either party may terminate
     this agreement at any time after the initial Six (6) month anniversary of
     the Commencement Date upon thirty (30) days prior written notice to the
     other party. (the "Early Termination Date")

2.   During the Engagement Term, the Company agrees to furnish or cause to be
     furnished to RCG all information concerning the Company as RCG reasonably
     requests and deems appropriate for purposes of providing the Financial
     Relations Services. The Company represents that all information, with
     respect to the Company, provided to RCG will be complete and correct in all
     material respects and will not contain any untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein not misleading in light of the circumstances under which
     such statements are made. Aztec understands that in rendering the Financial
     Relations Services required hereunder, RCG will be using and relying on
     publicly available information and the information furnished to RCG by
     Aztec without independent verification thereof. RCG will treat as
     confidential any non-public information provided to it hereunder and will
     not disclose the same to third parties at any time unless required by
     applicable law. In the event disclosure has been or will be made by RCG,
     RCG will use its reasonable best efforts to cooperate as requested by the
     Company in minimizing any potential loss or injury to the Company as a
     consequence of any such necessary disclosure. In addition, RCG will use its
     reasonable best efforts to comply with all applicable state and Federal
     securities laws in the performance of this agreement.

3.   During the Engagement Term, RCG and its employees, consultants and
     contractors will be generally available to Aztec Manufacturing Co., in
     connection with its rendering of the Financial Relations Services.
     Specifically, RCG (a) will outline, develop and implement a financial
     relations program to assist the Company in creating and/or enhancing a
     positive and more visible public image, (b) may contact existing and future
     shareholders, broker/dealers, potential investors, registered
     representatives, institutions, mutual fund managers, investment banking
     sources, securities analysts, independent portfolio managers, and other
     professional investment community
<PAGE>

February 7, 2000
Page 2

     contacts including certain financial media sources for the purpose of
     enhancing the Company's public image and perceived value, (c) will assist
     the Company in the creation, production and distribution of certain
     financial markets and investor/shareholder corporate image materials,
     including corporate profiles, due diligence materials and investor
     packages, as well as all financial press releases; (d) assist the Company
     in its endeavor to secure research analyst coverage through a targeted
     securities professionals campaign and (e) otherwise perform the services
     described in the Financial Relations Services Attachment.

4.   During the Engagement Term, the Company will afford RCG the opportunity and
     reasonable time period to review and/or comment on any disclosure, prior to
     its release, which the Company plans to make to any of the sources
     described in paragraph (3) and which relates to the Financial Relations
     Services to be provided hereunder. In addition, RCG will be responsible for
     assisting the Company in writing and/or editing, producing, coordinating
     and disseminating all financial industry press releases. RCG agrees that it
     will not release or distribute any press release without the Company's
     prior consent.

5.   In consideration of RCG's services hereunder, the Company agrees to pay
     RCG, promptly when due, the Compensation as described by and in strict
     accordance with the attachment hereto entitled Financial Relations
     Compensation Attachment. Should RCG and the Company determine to extend the
     Engagement Term or change the scope of the engagement, then a mutually
     acceptable amendment or supplement to that attachment shall be promptly
     executed by RCG and Company. Absent any such amendment, all terms and
     conditions of this letter agreement shall be binding to the parties.

6.   RCG shall be entitled to such additional fees as may be mutually agreed
     upon by separate agreement between the parties hereto, for additional
     consulting services not anticipated in this agreement rendered during the
     engagement term.

7.   As more particularly set forth in the Financial Relations Compensation
     Attachment, the Company agrees to pay all of RCG's direct and certain
     indirect out-of-pocket expenses reasonably incurred, in connection with
     this engagement. As set forth in the Financial Relations Compensation
     Attachment, an expense retainer shall be utilized for this purpose.

8.   The Company and RCG agree to indemnify each other (the indemnifying party
     hereafter being referred to as the "Indemnitor", and the party entitled to
     indemnification hereafter being referred to as the "Indemnitee") as
     follows: Indemnitor agrees to defend, indemnify and hold harmless
     Indemnitee, and its officers, directors, and employees against any and all
     losses, claims, demands, suits, actions, judgments, awards, damages,
     liabilities, costs, reasonable attorneys' fees, and expenses incurred in
     investigating, preparing or defending any such action or claim, directly or
     indirectly caused by, related to, or asserted by a third party, based upon
     or arising out of (a) the indemnitor's breach of or the incorrectness of
     any of its representations, warranties, or covenants contained in this
     agreement; and/or (b) any Services rendered by RCG as defined in or
     contemplated by this agreement, as it may be amended from time to time (the
     "Agreement"). Notwithstanding the foregoing, the Indemnitor shall have no
     obligation to indemnify or hold the Indemnitee harmless with regard to
     Indemnitee's gross negligence, willful misconduct, or the material breach
     of or the incorrectness of any representation, warranty or covenant of
     Indemnitee contained in this Agreement.

9.   Either party hereto may terminate this engagement as follows:

     (a)  Either party hereto may terminate this agreement at the conclusion of
          Initial Six (6) months from the execution date of the agreement by
          providing the other party a 30-day advance written notification of
          "Intent to Terminate Agreement". Not withstanding the above, the
<PAGE>

February 7, 2000
Page 3

          Company may also terminate this Agreement after the Initial Six (6)
          months at any time "without cause", upon providing RCG Thirty (30)
          days advance written notice. In the event of a termination by the
          Company, "without cause" after the initial Six (6) months, RCG shall
          be entitled to receive Fifty (50%) percent of the remaining engagement
          term period cash compensation to the extent it is unpaid, pro-rated
          from the notice date of termination, along with reimbursement of any
          non paid, out-of-pocket expenses up to the effective date of
          termination. Additionally, RCG will be entitled to receive all
          unexercised vested, and 1/12 of the remaining non-vested warrants or
          stock options granted hereunder for each month past the initial Six
          (6) month period, up to and including the date of termination. Such
          payment is due and payable on the effective date of termination.

     (c)  WITH CAUSE: In addition, the Company may terminate this Agreement at
          any time upon written notice to RCG:

          (i)    If RCG fails to cure any material breach of any provision of
                 this Agreement within Sixty (60) days from written notice from
                 the Company (unless such breach cannot be reasonably cured
                 within the Sixty (60) days and RCG is actively pursuing to cure
                 said breach).

          (ii)   For RCG's substantial negligence, willful misconduct, fraud,
                 misappropriation, embezzlement, or other dishonesty;

          (iii)  Upon a final and conclusive judicial ruling of RCG's failure to
                 have materially complied with applicable law or regulation
                 relating to the Services it will perform;

          (iv)   Upon the filing by or against RCG of a petition to have RCG
                 adjudged as bankrupt or a petition for reorganization or
                 arrangement under any law relating to bankruptcy, and where any
                 such involuntary petition is not dismissed within 90 days.

          Upon termination under subparagraph (b) of this paragraph 9, the
          Company shall have no liability to RCG for Compensation accruing after
          such termination, and RCG shall have no further entitlement thereto.
          Upon such termination, RCG shall be entitled to receive and retain
          only accrued Compensation and vested Options to the date of such
          termination, to the extent it is unpaid, together with expenses not
          yet reimbursed.

     (c)  RCG may terminate this agreement at any time upon written notice to
          the Company.

          (i)    If the Company fails to cure any material breach of any
                 provision of this Agreement with Sixty (60) days from written
                 notice from the Company (unless such breach cannot be
                 reasonably cured within the Sixty (60) days and the Company is
                 actively pursuing to cure said breach);

          (ii)   For the Company's substantial negligence, willful misconduct,
                 fraud or misrepresentation;

          Such termination under 9(c)(i or ii) shall be deemed to be a
          termination by the Company "without cause" as provided in paragraph 9
          (a) above.

          (iii)  Upon a final and conclusive judicial ruling of Company's
                 failure to have materially complied with any applicable law or
                 regulation relating to the Services being provided;

          (iv)   Upon the filing by or against the Company of a petition to have
                 the Company adjudged as bankrupt or a petition for
                 reorganization or arrangement under any law relating to
                 bankruptcy, and where any such involuntary petition is not
                 dismissed within 90 days.
<PAGE>

February 7, 2000
Page 4

     (d)  RENEWAL. The Company agrees to notify RCG in writing Thirty (30) days
          prior to the end of the Eighteen (18) month period of its intent to
          not renew. Should the Company fail to notify RCG, the contract will
          revert to a month-to-month agreement until specifically renewed in
          writing or terminated with the advance Thirty (30) day notice. Such
          renewal or month-to-month engagement shall be on the same terms and
          conditions contained herein, unless modified and agreed in writing by
          both parties.

10.  RCG hereby fully discloses that certain associates, affiliates, officers
     and employees of RCG are:

     (a)  Licensed as Registered Securities Principals issued by the National
          Association of Securities Dealers ("NASD"); and/or

     (b)  Licensed as Registered Representatives issued by the NASD.

     All NASD registrations are carried by SWS Financial Services, Inc., which
     is a non-RCG affiliated NASD-registered broker/dealer.

     RCG further discloses and the Company specifically acknowledges that RCG is
     NOT a broker/dealer registered with the NASD or any other regulatory
     agency. Furthermore, in the performance of Services under the terms and
     conditions of this agreement, such services shall not be considered to be
     acting in any broker/dealer or underwriting capacity and therefore RCG is
     not receiving any compensation from the Company as such.

11.  The Company understands and acknowledges that RCG provides other and
     similar consulting services to companies, which may or may not conduct
     business and activities similar to those of the Company. RCG is not
     required to devote its full time and attention to the performance of its
     duties detailed in this agreement, and may devote only so much of its time
     and attention as it deems reasonable or necessary.

12.  As the services are being provided by an Arizona domiciled corporation, the
     validity and interpretation of this letter agreement shall be governed by
     the laws of the State of Arizona applicable to agreements made and to be
     fully performed therein.

13.  In the event of any controversy or dispute arising out of, or relating to
     this Agreement or breach thereof, RCG and AZZ agree to settle such
     controversy by arbitration pursuant to Arizona Revised Statutes, 12-1501 et
     seq. and in accordance with the rules, of the American Arbitration
     Association governing commercial transactions then existing, to the extent
     that such Rules are not inconsistent with said Statutes and this Agreement.
     Judgment upon the award rendered under arbitration may be entered in any
     court having jurisdiction. The cost of the arbitration procedure shall be
     borne by the losing party, or, if the decision is not clearly in favor of
     one party or the other, the costs shall be borne as determined by the
     arbitrator. The parties agree that the arbitration procedure provided
     herein shall be the sole and exclusive remedy to resolve any controversy or
     dispute arising hereunder, and that the proper venue for such arbitration
     proceeding shall be Maricopa County, Arizona.

14.  For the convenience of the parties, any number of counterparts of this
     letter agreement may be executed by the parties hereto. Each such
     counterpart shall be deemed to be an original instrument, but all such
     counterparts taken together shall constitute one and the same letter
     agreement.

15.  Miscellaneous:
<PAGE>

February 7, 2000
Page 5

(a)  Modification: This Agreement sets forth the entire understanding of the
     ------------
     parties with respect to the subject matter hereof. This Agreement may be
     amended only in writing signed by both parties.

(b)  Notices: Any notices hereunder shall be sent to the Company and RCG at
     -------
     their respective addresses set forth. Any notice shall be given by
     registered or certified mail, postage prepaid, and shall be deemed to have
     been given when received by the non-sending party. Either party may
     designate any other address to which notice shall be given, by giving
     written notice to the other of such change in address in the manner herein
     provided.

(c)  Waiver: Any waiver by either party of a breach of any provision of this
     ------
     Agreement shall not operate as or be construed to be a waiver of any other
     breach of that provision or of any breach of any other provision of this
     Agreement. The failure of a party to insist upon strict adherence to any
     term of this Agreement on one or more occasions will not be considered a
     waiver or deprive that party of the right thereafter to insist upon
     adherence to that term of any other term of this Agreement.

(d)  Relationship of the Parties: Nothing in this Agreement shall create any
     ---------------------------
     partnership or joint venture between the parties hereto, it being
     understood and agreed that the parties are independent contractors and
     neither has the authority to bind the other in any way.

(e)  Entire agreement: This Agreement contains the entire agreement between the
     ----------------
     parties and may not be altered or modified, except in writing and signed by
     the party to be charged thereby, and supersedes any and all previous
     agreements between the parties.

If the foregoing correctly sets forth our agreement, please sign the enclosed
copy of the letter in the space provided and return it to us, whereupon all
parties will be bound to the terms of this engagement.

Confirmed and agreed to February 7, 2000


RCG Capital Markets Group, Inc.         Aztec Manufacturing Co.


By:  /s/ ILLEGIBLE                      By:  /s/ ILLEGIBLE
     ------------------------------          ------------------------------

Title:  President                       Title:  President
        ---------------------------             ---------------------------
<PAGE>

February 7, 2000
Page 6

                              FINANCIAL RELATIONS
                              SERVICES ATTACHMENT


     As of February 7, 2000 and by the of execution of this agreement, RCG
Capital Markets Group, Inc. and/or affiliates, (collectively "RCG") will serve
as the exclusive Financial Relations Counsel for Aztec Manufacturing Co. ("AZZ"
or "Company"). RCG anticipates the following services will be attempted and/or
implemented within the scope of this engagement:

  .  Outline, define, establish and implement a well-coordinated "Financial
     Relations" campaign.

  .  Create, produce, enhance existing and distribute high-quality, due
     diligence and marketing materials, which specifically include, but are not
     limited to a "Corporate Profile" document and the Company's "Investor
     Package".

  .  Specifically develop, proactively execute and maintain a targeted
     securities professionals telecommunications and information campaign
     specifically directed toward retail brokers, institutional investors,
     third-party portfolio managers and small/mid-cap mutual funds, buy and sell
     side analysts and the financial media as circumstances dictate, including,
     but not limited to, preparation, clearing with the Company and
     dissemination of quarterly press releases and other news releases deemed
     appropriate by the Company. RCG will allocate and utilize its proprietary
     securities industry, small/mid cap company oriented, databases and fax-line
     communications programs. (This will include responding to all incoming
     investment community inquiries and fulfillment of information and data
     requests.)

  .  RCG will attempt to secure investment recommendations and on-going
     corporate research coverage from national or regional investment banking or
     research firms and/or an endorsement by an investment newsletter
     publication.

  .  When appropriate, plan, arrange and coordinate specific follow-on road-show
     presentations to strategically targeted primary metropolitan financial
     markets.

  .  RCG will be responsible for the origination and release of financial
     industry data and financial media information on behalf of Aztec
     Manufacturing Co. RCG will also be responsible for editing (or writing) all
     press releases and coordinating information disseminated to all media
     sources relating to the securities industry and capital markets.

  .  RCG will organize, monitor and follow-up all conference calls between the
     Company and RCG's targeted segment of the investment community, in
     conjunction with material press releases, through a teleconferencing
     service. (RCG will be responsible for faxing and/or emailing the
     invitations and will follow up with calls to the recipients in an effort to
     expand the conference call participation.)

  .  Plan, arrange and coordinate periodic registered representative,
     institutional and/or other securities professionals meetings, luncheons,
     dinners or special gatherings.

  .  Implement periodic direct mailings which may include the most recent
     statistical information reports, and any appropriate articles or press
     releases that have been released during the last reported quarter.
<PAGE>

February 7, 2000
Page 7

  .  Update all due diligence and marketing materials. RCG anticipates updating
     Company information on a regular basis as required when there are material
     changes or events that should be disseminated to the investment community.

  .  Implement an AZZ Internet Site on RCG's Internet Home Page, RCG Online. RCG
     Online will also create an Internet link to the Company's home page. The
     purpose of these inclusions will be to provide the investment community 24-
     hour access site to obtain up-to-date information about the Company. There
     will be an additional cost of $350 per month for this service

RCG intends to perform the services and accomplish the specified goals within
the scope of this engagement. However, due to the nature and type of services
being performed, RCG cannot guarantee, nor can it be assumed that certain
specific results will be realized with reference to increased market valuation
of AZZ securities.
<PAGE>

February 7, 2000
Page 8

                              F1NANCIAL RELATIONS
                            COMPENSATION ATTACHMENT

In consideration of the Financial Relations Services to be rendered pursuant
hereto Aztec Manufacturing Co. agrees to promptly pay RCG the following
compensation (the "Compensation"):

(a)  Cash Compensation. During the term of this Agreement, the Company shall pay
     -----------------
     RCG a monthly fee of $6,500 payable monthly in advance of services rendered
     and beginning upon the commencement date of this Agreement (the "Retainer
     Fees").

(b)  Expense reimbursement. In addition, RCG shall be reimbursed for all direct
     ---------------------
     and certain indirect prorated out-of-pocket incurred in connection with the
     performance of the Financial Relations Services pursuant hereto. Aztec
     Manufacturing Co., will remit $5,000 to RCG, which RCG will utilize as an
     escrow deposit for the express purpose of indemnifying RCG in the event of
     late payment of monthly expenses by the Company. RCG will provide the
     Company with a detailed breakdown of all reimbursable expenses incurred in
     the previous month by approximately the Twentieth (20th) day of the
     following month of service. Aztec Manufacturing Co. agrees to reimburse RCG
     within 15 days of receipt of detailed invoice each month. If Aztec is
     delinquent in timely reimbursement of expenses as defined above, RCG will
     have the right to withdraw from the escrow account the applicable dollar
     amount to fully reimburse RCG. If reimbursement is not received by RCG by
     the 25th day after the date of the invoice, Aztec will then be immediately
     required to remit to RCG an amount equal to the expenses in question. RCG
     will then replenish the escrow account for the amount withdrawn to cover
     the delinquency. RCG can at its discretion discontinue all representation
     activities on behalf Aztec Manufacturing Co. if RCG deems Aztec to be
     routinely delinquent in the timely payment of expenses and/or the monthly
     fees as stated above. Such discontinuance does not extinguish the Company's
     obligation for reimbursement and payment of retainer fees.

     RCG will obtain prior approval from the Company for all specific expense
     items and any single miscellaneous expense item in excess of $750. RCG
     acknowledges and understands that the Company will have specific amounts
     budgeted for these expenditures and will use it's best efforts to ensure
     those budget amounts are not exceeded.

(c)  Stock Warrants/Options. Upon execution of this and subject to Board of
     ----------------------
     Directors approval, the Company will grant RCG a non-forfeitable, non-
     cancelable warrant/option (the "Warrants/Options") to acquire 70,000 shares
     of Aztec common stock of which 30% shall vest immediately and the balance
     will be subject to the performance based vesting provisions outlined below.
     The Options issued will possess a Five year expiration term and will
     provide RCG the right, until February 7, 2005, to purchase common shares of
     the Company at a price equal to the closing price of AZZ common stock as of
     the engagement agreement execution date. The Company agrees to issue an
     options/warrants document which conforms to and delineates the terms and
     conditions contained herein, within sixty (60) days of this Agreement's
     execution date. The Warrants/options will have the following vesting
     provisions:


          25% - Upon confirmation of a 30% increase (10,400 shares) in the
                average daily trading volume of the Company's stock over any 10
                consecutive trading day period. (Baseline will be 8,000 shares.)

          l5% - Upon confirmation of corporate research coverage from Two (2)
                buy- or sell-side analysts or an endorsement by an appropriate
                investment newsletter publication with a subscriber base in
                excess of 3,000. (Vesting to be prorated at 7.5% for each
                research or recommendation event).
<PAGE>

February 7, 2000
Page 9



          20% - Upon confirmation of securing at least a 12.5 P/E ratio for a
                period of at least 45 calendar days.

          10% - Upon confirmation of two (2) positive financial (non-trade
                oriented) media events, such as articles in newspapers or
                financial magazines of recognized standing such as the Barrons,
                Wall Street Journal, Fortune, Forbes, Business Week Magazine,
                Individual Investor magazine, Investors Business Daily or such
                as source as may be mutually agreed upon in the financial and
                investment community or television or radio media coverage on
                well recognized financial, investment or business programs.
                (Vesting to be prorated at 5% for each media event).


The shares underlying the non-forfeitable, non-cancelable warrant/option issued
will be eligible for registration by demand registration rights via a form S-3
registration statement or by non-proratable piggy-back registration rights
should the Company file an applicable registration. RCG agrees to pay 50% up to
$5,000 in costs associated with such registration. Such payment by RCG is due
upon the effective date of the registration statement. In the event that RCG
provides a written request to exercise any portion or all of its option position
the Company hereby agrees to immediately effectuate such exercise and to file
such registration statement within 15 days of the request.

In the event that AZZ is merged into or a controlling interest is acquired by
any entity, which results in a material change in AZZ management, RCG will be
immediately vested in all remaining options, including those, which to that
point have not yet been vested.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>dex42.txt
<DESCRIPTION>LETTER AGREEMENT DATED JULY 12, 2000
<TEXT>
<PAGE>

                               [RCG LETTERHEAD]

                                                                     EXHIBIT 4.2

                                                5635 E. Thomas Road.
                                                Phoenix, Az. 85018
                                                (602) 675-0400
                                                (602) 675-0480
                                                mramras@regonline.com


July 12, 2000


Mr. David H. Dingus
President & COO
AZZ incorporated.
P.O. Box 668
400 North Tarrant
Crowley, TX 76036

In line with our recent discussion and verbal agreement, the original engagement
agreement between Aztec Manufacturing Co. ("AZZ") and RCG Capital Markets Group,
Inc., ("RCG") dated February 7, 2000 shall be amended to reflect the following
changes:

Referencing paragraph (c) of the Financial Relations Compensation Attachment,
the option exercise price shall be adjusted from $10.13 to $16.25 for those
particular vesting elements and related percentages which occur by securing
research and/or media events as described in that attachment. Furthermore, the
option exercise price for the vesting event which occurs upon obtaining a 12.5
P/E ratio, shall be adjusted to become the closing stock price of AZZ common
stock on the 45th day when achievement has been obtained for that vesting
element. All other option elements vested to date shall remain as per the terms
and conditions of the original attachment.

In addition, by execution of this amendment, both parties acknowledge and agree
that the July 7, 2000 termination letter tendered by AZZ is hereby withdrawn by
the Company.

All other terms, provisions and conditions of the original engagement agreement
shall remain in effect and shall continue to govern the on-going consulting
relationship between RCG and AZZ.

Sincerely,

/s/ A. Max Ramras

A. Max Ramras
President and CEO


Accepted:



AZZ incorporated
Dated:
       ------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>dex43.txt
<DESCRIPTION>LETTER AGREEMENT DATED OCTOBER 6, 2000
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.3

October 6, 2000



Mr. A. Max Ramras
President and CEO
RCG Capital Markets Group, Inc.
5635 E. Thomas Road
Phoenix, Arizona 85018

     Re:  Engagement Agreement between RCG Capital Markets Group, Inc.
          ("Optionee") and AZZ incorporated ("Company"), formerly Aztec
          Manufacturing Co., dated February 7, 2000 (the "Engagement
          Agreement") and Amendment No. 1 to the Engagement Agreement
          dated July 12, 2000

Dear Mr. Ramras:

     This letter will serve as the second amendment to the captioned Engagement
Agreement.

     As previously agreed, the exercise price of $10.13, which is applicable to
a portion of the Shares covered by the Option, was derived from the market price
on February 22, 2000, the date of approval of the Engagement Agreement by the
Board of Directors of AZZ incorporated. The Company and Optionee agreed to
pricing on that date since the Option was not effective until that date and it
was necessary to price the Option on the date it became effective.

     This letter will confirm that options to purchase 17,500 Shares, which were
contingent upon an increase in the average trading volume of AZZ stock, have
vested with an exercise price of $10.13 per Share.

     This will also confirm the agreement of Company and Optionee that the
registration of the Shares underlying the Option may be made on an appropriate
SEC registration form and that RCG has requested that such a filing be made.

     All terms in this letter which are capitalized shall have the definition
for such terms contained in the Stock Option Agreement dated as of February 22,
2000 between the Company and Optionee.
<PAGE>

Mr. A. Max Ramras
October 6, 2000
Page 2

--------------------

     Please confirm the agreement of Optionee to the matters set forth in this
letter.

                                Yours very truly,

                                /s/ Dana L. Perry

                                Dana L. Perry, Vice President and CFO


Accepted:

RCG CAPITAL MARKETS GROUP, INC.

By:  /s/ A. Max Ramras
     --------------------------------
     A. Max Ramras, President and CEO
<PAGE>

[LOGO]

                                                5635 E. Thomas Road.
                                                Phoenix, Az. 85018
                                                (602) 675-0400
                                                (602) 675-0480
                                                mramras@rcgonline.com



July 12, 2000


Mr. David H. Dingus
President & COO
AZZ incorporated.
P.O. Box 668
400 North Tarrant
Crowley, TX 76036

In line with our recent discussion and verbal agreement, the original engagement
agreement between Aztec Manufacturing Co. ("AZZ") and RCG Capital Markets Group,
Inc., ("RCG") dated February 7, 2000 shall be amended to reflect the following
changes:

Referencing paragraph (c) of the Financial Relations Compensation Attachment,
the option exercise price shall be adjusted from $10.13 to $16.25 for those
particular vesting elements and related percentages which occur by securing
research and the second media events as described in that attachment.
Notwithstanding the above, it is agreed that the option exercise price shall
remain at the $10.13 upon securing the first media vesting event. Furthermore,
the option exercise price for the vesting event which occurs upon obtaining a
12.5 P/E ratio, shall be adjusted to become the closing stock price of AZZ
common stock on the 45th consecutive calendar day when achievement has been
obtained for that vesting element. All other option elements vested to date
shall remain as per the terms and conditions of the original attachment.

In addition, by execution of this amendment, both parties acknowledge and agree
that the July 7, 2000 termination letter tendered by AZZ is hereby withdrawn by
the Company.

All other terms, provisions and conditions of the original engagement agreement
shall remain in effect and shall continue to govern the on-going consulting
relationship between RCG and AZZ.

Sincerely,

/s/ A. Max Ramras

A. Max Ramras
President and CEO


Accepted:

/s/ Dana L. Perry

AZZ incorporated
Dated:  8-1-00
       ----------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>6
<FILENAME>dex44.txt
<DESCRIPTION>STOCK OPTION AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.4

                               AZZ incorporated
                            STOCK OPTION AGREEMENT
                                     WITH
                        RCG CAPITAL MARKETS GROUP, INC.

     This Stock Option Agreement (the "Agreement") is entered into between AZZ
incorporated, a Texas corporation (the "Company") and RCG Capital Markets Group,
Inc. (the "Optionee") as of February 22, 2000, pursuant to part (c) of the
Financial Relations Compensation Attachment to the Engagement Agreement between
the Company and Optionee dated February 7, 2000 and the amendments of July 12,
2000 and October 6, 2000 to the Engagement Agreement. In consideration of the
mutual promises and covenants made herein the parties hereby agree as follows:

     1.   GRANT OF OPTION. The Company grants to the Optionee an option (the
          ---------------
"Option") to purchase from the Company all or any part of a total of 70,000
shares of the Company's $1.00 par value common stock (the "Shares").

     2.   CHARACTER OF OPTION. The Option is not an "incentive stock option"
          -------------------
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

     3.   TERM. The unexercised part of the Option will expire at 11:59 P.M.
          ----
(CST) on February 21, 2005.

     4.   VESTING AND EXERCISE PRICE. The Option shall vest, thereby giving
          --------------------------
Optionee the right to purchase shares at the following prices, in the following
numbers, upon the occurrence of the following events:

                    Event                         No. of Shares   Exercise Price
                    -----                         -------------   --------------

     (a)  Execution of this Agreement.               21,000           $10.13

     (b)  Upon confirmation of a 30%                 17,500           $10.13
          increase, to 10,400 shares in
          average daily trading volume, of
          the Company's stock over any 10
          consecutive trading day period,
          over a stipulated baseline of 8,000
          shares.

     (c)  Confirmation of corporate                  10,500           $16.25
          research coverage from two(2)
          buy or sell side analysts or an
          endorsement by an appropriate
          investment newsletter publication
          with a subscriber base in excess of
          3,000, vesting of one-half of this
          portion of the Option (the right to
          purchase 5,250 Shares) to occur
          upon the first research or
          recommendation event, and

                                      -1-
<PAGE>

          vesting of the other one-half of
          this portion of the Option (the
          right to purchase 5,250 additional
          Shares) to occur upon the second
          research or recommendation event.

     (d)  Confirmation of maintenance of at          14,000       [closing price
          least a 12.5 P/E ratio for a period                     on the NYSE on
          of at least 45 consecutive calendar                     the last
          days.                                                   trading day
                                                                  within the 45
                                                                  consecutive
                                                                  calendar days]

     (e)  Confirmation of two (2) positive            3,500           $10.13
          financial (non-trade oriented)        (1st media event)
          media events, such as articles in
          newspapers or financial
          magazines of recognized standings
          such as Barron's, Wall Street
          Journal, Fortune, Forbes,
          Business Week Magazine,
          Individual Investor Magazine,
          Investor's Business Daily or such
          other source as may be mutually             3,500           $16.25
          agreed upon, in the financial and     (2nd media event)
          investment community or
          television or radio media coverage
          on well recognized financial,
          investment or business programs,
          vesting of the first one-half of this
          portion of the Option (the right to
          purchase 3,500 Shares) to occur
          upon the first media event and
          vesting of the second one-half of
          this portion of the Option (the
          right to purchase 3,500 additional
          Shares) to occur upon the second
          media event.


     5.   PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof
          ----------------------
shall be effected by the Optionee's giving written notice of exercise to the
Company at its principal place of business and the Optionee's payment of the
purchase price prescribed in Section 4 above for the Shares to be acquired
pursuant to the exercise.

     6.   PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any
          -------------------------
Shares purchased pursuant to the Option shall be made in cash.

                                      -2-
<PAGE>

     7.   TRANSFER OF OPTION. Neither the Option nor any interest therein may be
          ------------------
assigned, pledged, hypothecated or otherwise transferred and may be exercised
only by the Optionee.

     8.   TERMINATION. The Option shall terminate on the expiration date set
          -----------
forth in Section 3 above.

     9.   RESERVATION OF SHARES. The Company shall at all times during the term
          ---------------------
of the Option reserve and keep available a sufficient number of shares of its
Common Stock to satisfy the Company's obligation to transfer to shares to the
Optionee upon exercise of the Option.

     10.  COMPLIANCE WITH SECURITIES LAWS. The Shares shall be issued pursuant
          -------------------------------
to the exercise of the Option only after registration of the securities on an
appropriate form of registration under the Securities Act of 1933. Optionee
consents to the imposition of a legend upon the certificate representing such
shares restricting their transfer until the filing with the SEC is made. The
Company agrees to file such registration form covering the Option and the Shares
underlying the Option upon receipt from Optionee of a request that such a filing
be made.

     11.  ANTI-DILUTION. If the outstanding common stock of the Company is
          -------------
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization or recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made to the number and type of shares subject to the Option.
Any adjustment in the Option shall be made without changing the aggregate
purchase price applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price of each share covered by the Option.

     12.  AMENDMENT. This Agreement may be amended only by an instrument in
          ---------
writing, signed by both the Company and the Optionee.

     13.  MISCELLANEOUS. This Agreement will be construed and enforced in
          -------------
accordance with the laws of the State of Texas and will be binding upon and
inure to the benefit of any successor or assign of the Company and to any
successor of the Optionee.

     EXECUTED as of the day first above shown.

                              AZZ incorporated

                              By:  /s/ Dana L. Perry
                                   ---------------------------------------------
                              By:  Dana L. Perry, Vice President and CFO


                              RCG CAPITAL MARKETS GROUP INC.

                              By:  /s/ A. Max Ramras
                                   ---------------------------------------------
                                    A. Max Ramras, President and CEO

                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>7
<FILENAME>dex51.txt
<DESCRIPTION>LEGAL OPINION AND CONSENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1


                   SHANNON, GRACEY, RATLIFF & MILLER, L.L.P.
                                777 MAIN STREET
                                  SUITE 3800
                           FORT WORTH, TEXAS  76102

                                 July 25, 2001

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re: AZZ incorporated REGISTRATION STATEMENT ON FORM S-3

Gentlemen:

     The opinion set forth below is given pursuant to Item 501(b) (5) of
Regulation S-K for inclusion as Exhibit 5.1 to the Registration Statement on
Form S-3 (the "Registration Statement"), of AZZ incorporated, a Texas
corporation (the "Company"), which covers 70,000 shares of the Company's $1.00
par value common stock (the "Shares") underlying options to purchase such shares
by RCG Capital Markets Group, Inc.

     In connection with this opinion, we have made the following assumptions:

     (i) all documents submitted to or reviewed by us, including all amendments
and supplements thereto, are accurate and complete and if not originals are true
and correct copies of the originals; (ii) the signatures on each of such
documents by the parties thereto are genuine; (iii) each individual who signed
such documents had the legal capacity to do so; (iv) all persons who signed such
documents on behalf of the corporation were duly authorized to do so; and (v)
the company has sufficient surplus at the time of issuance and will transfer
from surplus to the capital stock account one dollar for each Share issued.  We
have assumed that there are no amendments, modifications or supplements to such
documents other than those amendments, modifications and supplements that are
known to us.

     Based on the foregoing, and subject to the limitations and qualifications
set forth herein, we are of the opinion that the Shares have been duly
authorized and will, when issued after payment in full of the exercise price for
such Shares, be validly issued, fully paid and nonassessable.

     This opinion is further limited and qualified in all respects as follows:

     This opinion is specifically limited to matters of the laws of the State of
Texas and the federal laws of the United States of America.  We express no
opinion as to the applicability of the laws of any other particular jurisdiction
to the transactions described in this opinion.  This opinion is limited to the
specific opinions expressly stated herein, and no other opinion is implied or
may be inferred beyond the specific opinions expressly stated herein.

     This opinion is intended solely for your benefit.  It is not to be quoted
in whole or in part, disclosed, made available to or relied upon by any other
person, firm or entity without our express prior written consent.
<PAGE>

     This opinion is based upon our knowledge of the law and facts as of the
date hereof.  We assume no duty to update or supplement this opinion to reflect
any facts or circumstances that may hereafter come to our attention or to
reflect any changes in any law that may hereafter occur or become effective.

     We hereby consent to the filing of this opinion as an exhibit to the
registration statement.  In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.




                    Respectfully submitted,
                    Shannon, Gracey, Ratliff & Miller, L.L.P.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                        Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 33-____) and related Prospectus of AZZ
incorporated for the registration of 70,000 shares of its common stock and to
the incorporation by reference therein of our report dated March 30, 2001, with
respect to the consolidated financial statements and schedule of AZZ
incorporated included in its Annual Report (Form 10-K) for the year ended
February 28, 2001, filed with the Securities and Exchange Commission.



Fort Worth, Texas
July 25, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.0
<SEQUENCE>9
<FILENAME>dex240.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.0


                           SPECIAL POWER OF ATTORNEY


THE STATE OF TEXAS (S)
                   (S)       KNOW ALL MEN BY THESE PRESENTS:
COUNT OF TARRANT   (S)

     THAT WE, the undersigned, have made, constituted, and appointed, and by
these presents to make, constitute, and appointed L. C. MARTIN, and/or DAVID H.
DINGUS and/or DANA L. PERRY, and each of them severally with full power to act
alone, our true and lawful attorneys and agents to execute in our name, placed,
and stead, in our capacity as an officer or director of AZZ incorporated
("AZZ"), and file with the Securities and Exchange Commission under the
Securities Act of 1933, one or more Form S-3 Registration Statements covering
stock options to RCG Capital Markets Group, Inc., including any and all
amendments (including pre-effective and post-effective amendments to filings
theretofore or hereafter made) and exhibits to said filings and any and all
applications, instruments and other documents to be filed with the SEC or any
state regulatory agency pertaining to the registration of securities of AZZ,
with full power and authority to do and perform any and all acts and things
whatever that they or he may deem requisite or desirable in their or his sole
discretion in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and to file copies of this power of
attorney with the SEC or any such agency or body.  The power and authority
hereby granted shall continue until revoked by a written instrument of
revocation delivered to the President of AZZ.

     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              L.C. MARTIN


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              DAVID H. DINGUS


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              DANA L. PERRY


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              MARTIN C. BOWEN


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              DR. H. KIRK DOWNEY
<PAGE>

     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              DANIEL R. FEEHAN


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              SAM ROSEN


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              KEVERN R. JOYCE


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              R. J. SCHUMACHER


     WITNESS MY HAND this 23/rd/ day of July, 2001.


                              --------------------------------------------------
                              DANIEL E. BERCE

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
