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<ITEMS>2.02
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<DATE-OF-FILING-DATE-CHANGE>20060127
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<CONFORMED-NAME>AMERON INTERNATIONAL CORP
<CIK>0000790730
<ASSIGNED-SIC>3270
<IRS-NUMBER>770100596
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1130
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<FILE-NUMBER>001-09102
<FILM-NUMBER>06556530
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<BUSINESS-ADDRESS>
<STREET1>245 S LOS ROBLES AVE
<CITY>PASADENA
<STATE>CA
<ZIP>91101
<PHONE>6266834000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>245 S LOS ROBLES AVE
<CITY>PASADENA
<STATE>CA
<ZIP>91101
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5066436.txt
<DESCRIPTION>AMERON INTERNATIONAL CORPORATION 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


            DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): 1-27-06

                        AMERON INTERNATIONAL CORPORATION
             (Exact name of Registrant as Specified in its Charter)


          Delaware                    1-9102                    77-0100596
(State or other jurisdiction        (Commission               (IRS Employer
          of Incorporation)          File No.)             Identification No.)


              245 South Los Robles Ave., Pasadena, California 91101
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (626) 683-4000




Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following:

/ / Written communications pursuant to Rule 425 under the Securities Act
    (17 CFG 230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Ac
    (17 CFR 240.14a-12)

/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFT240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e4(c))

<PAGE>

Item 1.01 - Entry into a Material Definitive Agreement

On January 25, 2006, the Board of Directors of Registrant approved the following
actions of the Compensation Committee of the Board of Directors with regard to
the compensation of the executive officers who were named in the Summary
Compensation Table of Registrant's 2005 Proxy Statement and who are expected to
be named in the Summary Compensation Table of Registrant's 2006 Proxy Statement.

2006 Base Salary Increases. The Compensation Committee approved increases to the
base salaries of the named executive officers, effective February 1, 2006. The
new base salaries of the named executive officers are as follows: James S.
Marlen, Chairman, President and Chief Executive Officer ($822,000); Gary Wagner,
Executive Vice President and Chief Operating Officer ($370,000); Javier Solis,
Senior Vice President, Secretary and General Counsel ($315,000); Thomas P.
Giese, Vice President and Group President, Water Transmission Group ($255,000);
and James R. McLaughlin, Senior Vice President, Treasurer and Chief Financial
Officer ($240,000).

Management Incentive Compensation Earned in 2005. The Compensation Committee
approved annual cash bonus awards earned during fiscal year 2005 for the named
executive officers under the Registrant's Management Incentive Compensation
Plan. The bonus awards were earned based upon the achievement of performance
goals established early in 2005, which were reviewed and approved by the
Compensation Committee. The amounts of the bonus awards are as follows: Mr.
Marlen ($1,500,000); Mr. Wagner ($475,000); Mr. Solis ($450,000); Mr. Giese
($225,000); and Mr. McLaughlin ($150,000).

Key Executive Long-Term Cash Incentive Plan Awards. The Compensation Committee
approved cash awards earned during the fiscal year 2003 through 2005 performance
cycle for the named executive officers under the Registrant's Key Executive
Long-Term Cash Incentive Plan, a copy of which was filed as Exhibit 10, Item (7)
to the Registrant's Form 10-K filed February 14, 2005 and incorporated herein by
reference. The cash awards were earned based upon the achievement of performance
goals established early in 2003, which were reviewed and approved by the
Compensation Committee. The amounts of the cash awards are as follows: Mr.
Marlen ($652,273); Mr. Wagner ($199,480); Mr. Solis ($199,480); Mr. Giese
($165,132); and Mr. McLaughlin ($95,612).

Grant of Restricted Stock. The Compensation Committee approved the grant of the
following number of shares of restricted stock to the named executive officers
under the Registrant's 2004 Stock Incentive Plan: Mr. Marlen (22,500); Mr.
Wagner (10,000); Mr. Solis (7,500); and Mr. Giese (5,000). The grant of
restricted stock was made pursuant to the terms of the 2004 Stock Incentive
Plan, a copy of which was filed as Registration Statement No. 333-114534 on Form
S-8 filed on April 16, 2004 and incorporated herein by reference; and the terms
of a Form of Restricted Stock Grant document, a copy of which is filed as
Exhibit 99.1 to this Report and incorporated herein by reference.

Other Compensation Information. Registrant will provide additional information
regarding the compensation paid to the named executive officers for the 2005
fiscal year in Registrant's proxy statement for the 2006 Annual Meeting of
Stockholders, which is expected to be filed with the SEC in February 2006.

Item 2.02 - Results of Operations and Financial Condition

On January 26, 2006, Ameron International Corporation (the "Company") issued a
press release regarding the Company's results of operations for the fiscal year
ended November 30, 2005. A copy of the press release is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.


<PAGE>

         The information in this report, including the exhibit attached hereto,
is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities thereunder. The information in this
report will not be deemed an admission as to the materiality of any information
required to be disclosed solely to satisfy the requirements of Regulation FD OR
Item 12.


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Cautionary statement for purposes of the "Safe Harbor" provisions of The Private
Securities Litigation Reform Act of 1995: Any statements in this report that
refer to the exhibit attached hereto, that refer to the estimated or anticipated
future results of the Registrant are forwarded-looking and reflect the
Registrant's current analysis of existing trends and information. Actual results
may differ from current expectations based on a number of factors affecting the
Registrant's businesses, including competitive conditions and changing market
situations. Matters affecting the economy generally, including the state of
economies worldwide, can also affect the Registrant's results. Forward-looking
statements represent the Registrant's judgment only as of the date of this
report. Since actual results could differ materially from such statements, the
reader is cautioned not to rely on these forward-looking statements. Moreover,
the Registrant disclaims any intent or obligation to update these
forward-looking statements.







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    AMERON INTERNATIONAL CORPORATION


Date: January 27, 2006              By:  /s/ Javier Solis
                                         -------------------------------
                                             Javier Solis
                                             Senior Vice President & Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5066436ex991.txt
<DESCRIPTION>EXHIBIT 99.1 RESTRICTED STOCK AGREEMENT
<TEXT>
                                                                    Exhibit 99.1

                        AMERON INTERNATIONAL CORPORATION
                           RESTRICTED STOCK AGREEMENT
                                 Pursuant to the
                            2004 STOCK INCENTIVE PLAN


         This Restricted Stock Agreement (this "Agreement") is made and entered
into effective as of the Date of Grant, indicated below, by and between Ameron
International Corporation, a Delaware corporation (the "Company"), and the
person named below as Employee.

         WHEREAS, Employee is an employee of the Company; and

         WHEREAS, in order to induce Employee to continue in the employment of
the Company or its subsidiaries and to assist the Company in its future growth
and continued success, the Company wishes to grant Employee an award to purchase
shares of common stock, par value $2.50 per share, of the Company (the "Common
Stock") pursuant to the Company's 2004 Stock Incentive Plan (the "Plan") on the
terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock; Certain Terms and Conditions. The Company hereby
grants to Employee, and Employee hereby accepts, as of the Date of Grant, the
right to purchase the number of shares of Common Stock indicated below (the
"Restricted Shares") at the purchase price per share indicated below (the
"Purchase Price"). The aggregate Purchase Price must be paid to the Company on
or prior to 5:00 o'clock p.m., Los Angeles time, on the sixtieth (60th) day
following the Date of Grant. The Restricted Shares shall be subject to all of
the terms and conditions set forth in this Agreement including the restrictions
imposed pursuant to Section 3 hereof; provided, however, that on each
anniversary of the Date of Grant, the restrictions imposed pursuant to Section 3
hereof shall terminate with respect to that number of Restricted Shares (rounded
to the nearest whole share) equal to the total number of Restricted Shares
multiplied by the Annual Vesting Rate indicated below (the termination of such
restrictions with respect to any Restricted Share, for any reason, shall be
referred to herein as the "vesting" of such share).

          Employee
          Date of Grant:
          Number of shares purchasable:
          Purchase Price per share:              $
          Annual Vesting Rate:

2.       Consideration; Method of Payment.

<PAGE>

                  (a) The consideration for the issuance and sale of Restricted
Shares contemplated hereby may include, in addition to the Purchase Price per
share indicated in Section 1 hereof, consideration in the form of past services
to the Company and/or one or more of its subsidiaries. If the Purchase Price per
share is $0, the total consideration for the issuance and sale of the Restricted
Shares shall be equal to the aggregate par value thereof and such consideration
shall be deemed to have been received by the Company, on or prior to the Date of
Grant, in the form of past services.

                  (b) The aggregate Purchase Price must be paid to the Company
in cash or by check payable to the Company. Upon payment to the Company in full
of the aggregate Purchase Price as provided herein on or prior to 5:00 o'clock
p.m., Los Angeles time, on the sixtieth (60th) day following the Date of Grant,
Employee shall be deemed to have purchased the Restricted Shares effective as of
the Date of Grant.

3. Restrictions. Until a Restricted Share vests, it may not be sold, assigned,
conveyed, gifted, pledged, hypothecated, or otherwise transferred in any manner.

4. Acceleration of Vesting upon Change in Control. In the event of a Change in
Control (as defined below), all of the then unvested Restricted Shares shall
vest immediately.

         For purposes of this Agreement, a "Change in Control" shall mean one or
more of the following:

         (a) The acquisition, directly or indirectly by any person or related
group of persons (as such term is used in Sections 13(d) and 14(d) of the 1934
Act), but other than the Company or a person that directly or indirectly
controls, is controlled by, or is under control with the Company, of beneficial
ownership (as defined in Rule 13d-3 of the 1934 Act) of securities of the
Company that results in such person or related group of persons beneficially
owning securities representing 40% or more of the combined voting power of the
Company's then-outstanding securities;

         (b) A merger or consolidation to which the Company is a party, if (i)
the beneficial owners of the Company's securities immediately before the
transaction, do not, immediately after the transaction, have beneficial
ownership of securities of the surviving entity or parent thereof representing
at least 50% of the combined voting power of the then-outstanding securities of
the surviving entity or parent, and (ii) the directors of the Company
immediately prior to consummation of the transaction do not constitute at least
a majority of the board of directors of the surviving entity or parent upon
consummation of the transaction;

         (c) A change in the composition of the Board of Directors of the
Company (the "Board") over a period of thirty-six (36) consecutive months or
less such that a majority of the Board members ceases by reason of one or more
contested elections for Board membership, to be comprised of individuals who
either (i) have been Board members since the beginning of such period or (ii)
have been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (i) who were
still in office at the time the Board approved such election or nomination; or

<PAGE>

         (d) The sale, transfer or other disposition of all or substantially all
of the Company's assets in complete liquidation or dissolution of the Company
unless (i) the beneficial owners of the Company's securities immediately before
the transaction have, immediately after the transaction, beneficial ownership of
securities representing at least 50% of the combined voting power of the
then-outstanding securities of the entity acquiring the Company's assets, and
(ii) the directors of the Company immediately prior to consummation of the
transaction constitute a majority of the board of directors of the entity
acquiring the Company's assets upon consummation of the transaction.

5. Repurchase of Restricted Shares. Notwithstanding anything to the contrary in
this Agreement, if Employee shall cease to be an employee of the Company or any
of its subsidiaries for any reason other than retirement from employment with
the Company or any of its subsidiaries at age sixty-five (65) or later,
including, without limitation, death, disability, resignation, termination for
cause or termination without cause, then unless the Company shall determine
otherwise, the Company shall repurchase each then unvested Restricted Share at a
purchase price equal to the Purchase Price per share.

6.       Payment of Withholding Taxes.

         (a) Obligation. Employee shall make payment to the Company of amounts
sufficient to satisfy all applicable Federal, state, and local income and
employment tax ("Taxes") withholding requirements in connection with the sale of
the Restricted Shares to Employee pursuant to this Agreement or the termination
of the restrictions imposed upon the Restricted Shares hereunder, as and when
such Taxes become due.

         (b) Stock Withholding. The Employee may satisfy the obligation in
Section 6(a) by electing to have the Company withhold from the Restricted Shares
otherwise issuable pursuant to this grant one or more of such shares with an
aggregate fair market value equal to the Taxes. The Employee also may satisfy
the obligation in Section 6(a) by delivering previously acquired shares of
unrestricted Common Stock (held for the requisite period to avoid a charge to
the earnings of the Company) in satisfaction of such Taxes. The withheld or
delivered shares will be valued at fair market value on the applicable
determination date for such Taxes.

7.       Escrow.

         (a) Until a Restricted Share vests, the stock certificate representing
such Restricted Share shall be held in escrow in the custody of the Secretary of
the Company, duly endorsed in blank or accompanied by duly executed stock
powers. The stock certificate representing such unvested Restricted Shares shall
contain the following legend:

                           "The transfer and registration of transfer of the
                  securities represented by this certificate are subject to
                  certain restrictions as provided in a Restricted Stock
                  Agreement dated as of Date of Grant by and between the Company
                  and the Employee."

         (b) From and after the date upon which a Restricted Share vests, the
holder of record of such Restricted Share shall be entitled (provided that the
obligation set forth in Section 6 hereof has been satisfied) to receive the
stock certificate representing such Restricted Share, which stock certificate
shall not contain the legend set forth in subsection (a) above.

<PAGE>

8. Voting; Dividends; Adjustments. The Employee shall be entitled (provided that
the obligation set forth in Section 6 hereof has been satisfied) to exercise all
voting rights with respect to the Restricted Shares and to receive all regular,
quarterly cash dividends paid with respect thereto. In the event that the
outstanding securities of any class then comprising the Restricted Shares are
increased, decreased or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or securities are
distributed in respect of such outstanding securities, in either case as a
result of a recapitalization, reclassification, dividend (other than a regular,
quarterly cash dividend) or other distribution, stock split, reverse stock split
or the like, then, unless the Company shall determine otherwise, the term
"Restricted Shares" shall, from and after the date of such event, include such
cash, property and/or securities so distributed in respect of the Restricted
Shares, or into or for which the Restricted Shares are so increased, decreased,
exchanged or converted.

9. Notices. All notices and other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be deemed given
if delivered personally or five days after mailing by certified or registered
mail, postage prepaid, return receipt requested, to the Company at 245 South Los
Robles Ave., Pasadena, California 91101, Attention: Corporate Secretary, or to
Employee at the address set forth beneath his or her signature on the signature
page hereto, or at such other addresses as they may designate by written notice
in the manner aforesaid.

10. Plan. The Restricted Shares are granted pursuant to the Plan, as in effect
on the Date of Grant, and are subject to all the terms and conditions of the
Plan, as the same may be amended from time to time. In the case that the terms
and conditions of the Plan conflict with the terms and conditions of this
Agreement, the terms of the Plan shall control. Notwithstanding the foregoing,
no amendment to the Plan shall deprive Employee, without his or her consent, of
Restricted Shares granted prior to such amendment or of any of Employee's rights
under this Agreement. The Company shall, upon written request therefor, send a
copy of the Plan, in its then-current form, to Employee.

11. Employment Rights. No provision of this Agreement shall (a) confer upon
Employee any right to continue in the employ of the Company or any of its
subsidiaries; (b) affect the right of the Company and each of its subsidiaries
to terminate the employment of Employee, with or without cause; or (c) confer
upon Employee any right to participate in any employee welfare or benefit plan
or other program of the Company or any of its subsidiaries other than the Plan.
Employee hereby acknowledges and agrees that the Company and each of its
subsidiaries may terminate the employment of Employee at any time and for any
reason, or for no reason, unless Employee and the Company or such subsidiary are
parties to a written employment agreement that expressly provides otherwise.

12. Governing Law. This Agreement and the Grant granted hereunder shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.

<PAGE>

IN WITNESS WHEREOF, the Company and Employee have duly executed this Agreement
effective as of the Date of Grant.



                                   AMERON INTERNATIONAL CORPORATION


                                   By:
                                        ----------------------------------------
                                        Chairman
                                        Compensation & Stock Option Committee


                                   By:
                                        ----------------------------------------
                                        Secretary
                                        Compensation & Stock Option Committee


                                   EMPLOYEE:

                                   ----------------------------------------
                                   Name:







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a5066436ex992.txt
<DESCRIPTION>EXHIBIT 99.2 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.2

Ameron Reports Record Sales and Earnings for 2005

    PASADENA, Calif.--(BUSINESS WIRE)--Jan. 26, 2006--Ameron
International Corporation (NYSE:AMN) today reported record sales from
consolidated operations of $704.6 million and record net income of
$32.6 million or $3.80 per diluted share for the fiscal year ended
November 30, 2005. The record sales of $704.6 million compared to
sales of $605.9 million in 2004. In addition, Ameron's unconsolidated
joint-venture companies had sales of $308 million in 2005 compared to
$280 million in 2004.
    The record earnings of $3.80 per share achieved in 2005 compared
to earnings of $1.59 per share in 2004. Special charges totaling $14.9
million after taxes ($1.77 per share) related to the termination of
two executive benefit plans were recognized in 2004.
    "Ameron's performance in 2005 was outstanding, and the sales and
earnings growth was well balanced, with all segments contributing to
the increases," commented James S. Marlen, Ameron's Chairman,
President and Chief Executive Officer. "All businesses achieved
year-over-year sales improvements with the Water Transmission,
Infrastructure Products and Fiberglass-Composite Pipe Groups reaching
record results. We are pleased with the Company's overall financial
performance."
    Sales in the fourth quarter of 2005 totaled $196.5 million and
earnings totaled $1.53 per diluted share. These results compared with
sales of $170.3 million and earnings of $2.13 per share during the
fourth quarter of 2004. Earnings in the fourth quarter of 2004
included a pretax gain of $13.1 million on the sale of excess property
sold in connection with a consolidation program within the Water
Transmission Group.
    The Fiberglass-Composite Pipe Group achieved record sales and
segment income in 2005. The higher sales, compared to 2004, were due
principally to increased demand for onshore oilfield piping, primarily
in the U.S. and Canada, continued strength in the marine market, and
growth in industrial applications in the Middle East supplied from
Ameron's operations in Singapore and Malaysia. The industrial market
demand in the U.S. and Europe was soft while the U.S. fuel-handling
market showed steady growth, due primarily to new industry
requirements. Fourth-quarter 2005 sales and segment income improved
compared to the fourth quarter of 2004. Construction of Ameron's new
state-of-the-art fiberglass pipe plant in Malaysia has been completed,
and final start-up procedures are underway. Production operations are
scheduled to begin early in the second quarter of 2006. The order
backlog for the Fiberglass-Composite Pipe Group is at a high level,
and the outlook for the business is favorable, with particular
strength expected in the marine, offshore and oilfield markets
worldwide.
    The Water Transmission Group had record sales in 2005, and segment
income was up significantly compared to 2004, which had been impacted
by a short-term labor strike. The improved performance was due
primarily to a major sewer upgrade project in Northern California and
the increased demand for protective linings products. Also
contributing to the sales increase was the completion of Ameron's
initial wind tower order received from a leading wind-turbine
manufacturer. Fourth-quarter 2005 sales were slightly higher than in
the fourth quarter of 2004; however, income was lower due to a mix of
projects with lower profit margins and costs associated with some
underutilized plants. The Water Transmission Group's core water and
wastewater markets in the western U.S. have slowed, due to a cyclical
decline in the market and fiscal constraints. The Group, however, had
a solid backlog of $129 million entering 2006; and, in addition, the
Group plans to continue its diversification program and will supply
wind towers to the growing wind-energy market and will introduce a
sand-core fiberglass pipe for the national water and wastewater
market. While the Water Transmission Group is not expected to do as
well in 2006 as in 2005, the long-term outlook for the Water
Transmission business continues to be positive, based on the need for
upgraded and expanded water and energy infrastructure, both regionally
and nationally.
    The Infrastructure Products Group had significantly higher sales
and income in 2005 compared to 2004. Both Ameron's Hawaiian and Pole
Products' operations had improved performance due primarily to a
strong construction sector in Hawaii and throughout the U.S. The
construction sectors served by Ameron's Hawaiian ready-mix concrete
and aggregates operations on Oahu and Maui, including residential,
military and commercial, experienced favorable conditions. In
addition, the Hawaiian operations' sales were adversely affected by a
labor strike in the first half of 2004. The decorative concrete pole
market was strong, primarily due to the continued demand in
residential construction in California and in the Southeastern U.S.
Demand for steel poles for traffic signal and lighting applications
also improved due to increased transportation and infrastructure
spending in the U.S. Fourth-quarter 2005 sales and income were higher
than in the fourth quarter of 2004 as a result of the strong
construction markets. Looking forward, Infrastructure Products should
continue to benefit from the favorable construction climate in Hawaii,
increased infrastructure spending in the U.S., and steady demand for
residential street-lighting products, especially in Southern
California and the Southeast region.
    The Performance Coatings & Finishes Group had higher sales and
income in 2005 compared to 2004. The sales growth was concentrated in
the U.S. and Australasia, while the European market was flat. The
sales improvement in the U.S. was due to increased demand for
protective coatings in the industrial maintenance sector, while the
marine and offshore markets remained steady. The higher sales in
Australia and New Zealand were attributable principally to favorable
foreign currency exchange rates. Performance Coatings & Finishes'
sales also increased due to a worldwide selling price program aimed at
recovering the higher raw material and packaging material costs.
Income was higher in 2005, primarily as a result of a pretax gain of
$1.8 million on the sale of excess real property in the U.K. Excluding
the property sales, income was lower than in 2004 due primarily to
competitive pressures and soft-market demand in Europe. Fourth-quarter
2005 sales were up significantly compared to 2004 as all coatings
operations experienced improved sales. Income in the fourth quarter
also was higher than in 2004. There are positive indicators that key
coatings markets in the U.S. have strengthened. In addition, the
Performance Coatings & Finishes Group is expected to participate in
renewed activity from reconstruction in the offshore, chemical and
industrial infrastructure in the U.S. Gulf Coast. Overall, the outlook
for the business is improving.
    TAMCO, Ameron's 50%-owned steel mini-mill in Southern California,
had higher sales in 2005 than in 2004. Net income was lower in 2005,
although still at a historically high level. The sales increase was
attributable to continued high construction demand in the western U.S.
and to higher prices. The decline in earnings was due to higher
conversion costs, principally energy. Sales and earnings were higher
in the fourth quarter of 2005 compared to 2004. The outlook for TAMCO
continues to be positive as demand for steel rebar is forecast to
remain high.
    James Marlen concluded, "Ameron's core operations and TAMCO
performed exceptionally well in 2005. We have continued to develop
earnings momentum while successfully generating total returns for our
shareholders of nearly 200% over the past five years. Looking ahead,
although the Water Transmission Group may experience a temporary
softening in its performance, we anticipate solid results for Ameron
short-term and expect to achieve steady, long-term earnings growth."
    Ameron International Corporation is a multinational manufacturer
of highly-engineered products and materials for the chemical,
industrial, energy, transportation and infrastructure markets. Traded
on the New York Stock Exchange (AMN), Ameron is a leading producer of
water transmission lines; high-performance coatings and finishes for
the protection of metals and structures; fiberglass-composite pipe for
transporting oil, chemicals and corrosive fluids and specialized
materials and products used in infrastructure projects. The Company
operates businesses in North America, South America, Europe,
Australasia and Asia. It also participates in several joint-venture
companies in the U.S. and the Middle East.

    Cautionary statement for purposes of the "Safe Harbor" provisions
of The Private Securities Litigation Reform Act of 1995: Any
statements in this report that refer to the forecasted, estimated or
anticipated future results of Ameron International Corporation
("Ameron" or the "Company") are forward-looking and reflect the
Company's current analysis of existing trends and information. Actual
results may differ from current expectations based on a number of
factors affecting Ameron's businesses, including competitive
conditions and changing market situations. Matters affecting the
economy generally, including the state of economies worldwide, can
affect Ameron's results. Forward-looking statements represent the
Company's judgment only as of the date of this report. Since actual
results could differ materially, the reader is cautioned not to rely
on these forward-looking statements. Moreover, Ameron disclaims any
intent or obligation to update these forward-looking statements.

    CONTACT: Ameron International Corporation
             James S. Marlen, 626-683-4000
             Gary Wagner, 626-683-4000
             James R. McLaughlin, 626-683-4000
</TEXT>
</DOCUMENT>
</SUBMISSION>
