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<ITEMS>5.02
<ITEMS>5.03
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<CONFORMED-NAME>AMERON INTERNATIONAL CORP
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<STREET1>245 S LOS ROBLES AVE
<CITY>PASADENA
<STATE>CA
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<TYPE>8-K
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<FILENAME>a5109243.txt
<DESCRIPTION>AMERON INC. 8K
<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): 3-23-06

                        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 Act (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 March 22, 2006, the Registrant granted 1,200 shares of restricted stock to
each of the following non-employee Directors under the Registrant's 2004 Stock
Incentive Plan: David Davenport, J. Michael Hagan, Terry L. Haines, John E.
Peppercorn and Dennis C. Poulsen. 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.


Item 2.02 - Results of Operations and Financial Condition

On March 22, 2006, the Registrant issued a press release regarding its results
of operations for the first quarter ended March 5, 2006. A copy of the press
release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.

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.
<PAGE>
`
Item  5.02(b) -  Departure  of  Directors  or  Principal  Officers;  Election of
Directors;  Appointment of Principal  Officers

Former Director Peter K. Barker decided not to stand for re-election for
personal reasons at the 2006 Annual Meeting of Stockholders held on March 22,
2006.

Item 5.03 - Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
Year

Effective March 22, 2006, Registrant amended the By-laws to reduce the number of
directors to six (6) from (7).

<PAGE>

                                   SIGNATURES

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

                                           AMERON INTERNATIONAL CORPORATION



Date: March 23, 2006                       By: /s/ Javier Solis
                                           ---------------------
                                                   Javier Solis
                                           Senior Vice President  & Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5109243ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<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 Participant.

         WHEREAS, Participant is a member of the board of directors of the
Company (the "Board") and is not employed by the Company or any of its
subsidiaries; and

         WHEREAS, to encourage Participant to own shares of the Company's common
stock for the purposes set forth in the Company's 2004 Stock Incentive Plan (the
"Plan"), the Company wishes to grant Participant an award to purchase shares of
common stock, par value $2.50 per share, of the Company (the "Common Stock")
pursuant to 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 Participant, and Participant 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).

          Participant
          Date of Grant:
          Number of shares purchasable:
          Purchase Price per share:
          Annual Vesting Rate:
<PAGE>

2.       Consideration; Method of Payment.

                  (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. 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,
Participant 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 Participant shall cease to serve as a member of the Board for
any reason other than retirement from the Board with the written consent of the
Compensation Committee of the Board after having served as a director of the
Company for an aggregate of at least five (5) full years, 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. Participant is liable and responsible for all taxes
owed in connection with the Restricted Shares, regardless of any action the
Company takes with respect to any tax reporting or withholding obligations that
arise in connection therewith. The Company does not make any representation or
undertaking regarding the tax treatment of the grant or vesting of the
Restricted Shares or the subsequent sale of the Restricted Shares. The Company
does not commit and is under no obligation to structure the Restricted Shares to
reduce or eliminate Participant's tax liability.

         (b) Stock Withholding. Participant may satisfy any tax withholding
obligation 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 withholding obligation. Participant
also may satisfy tax withholding obligation 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 obligation. The
withheld or delivered shares will be valued at fair market value on the
applicable determination date for the tax withholding obligation.

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 Participant."
<PAGE>

         (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.

8.       Voting; Dividends; Adjustments. Participant 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 Participant 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
Participant, without his or her consent, of Restricted Shares granted prior to
such amendment or of any of Participant's rights under this Agreement. The
Company shall, upon written request therefor, send a copy of the Plan, in its
then-current form, to Participant.

11.      Employment Rights. No provision of this Agreement shall (a) confer upon
Participant any right to continue as a member of the Board; (b) affect the right
of the Company to terminate the services of Participant, with or without cause;
(c) confer upon Participant 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; or (d) be interpreted to form an employment relationship with the
Company or of its subsidiaries.

12.      Governing Law. This Agreement and the Option 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 Participant have duly executed this
Agreement effective as of the Date of Grant.


                                       AMERON INTERNATIONAL CORPORATION


                                       By:_____________________________
                                       Chairman



                                       By:_____________________________
                                       Secretary


                                       PARTICIPANT:

                                       ________________________________

                                       Name:



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a5109243ex992.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    Exhibit 99.2


                   Ameron Reports Strong First-Quarter Results

    PASADENA, Calif.--(BUSINESS WIRE)--March 22, 2006--Ameron
International Corporation (NYSE:AMN) today reported earnings of $0.41
per diluted share on sales of $175.3 million for the first quarter
ended March 5, 2006. These results compare to earnings of $0.06 per
diluted share and sales of $138.8 million in the first quarter ended
February 27, 2005.
    All business segments had higher sales and made positive
contributions to the earnings improvement with the exception of the
Water Transmission Group, which had lower income but higher sales.
TAMCO, Ameron's 50%-owned steel mini-mill in California, also had
higher income in the first quarter of 2006.
    "The first-quarter performance was well balanced, and the momentum
of 2005 with record sales and earnings continues," stated James S.
Marlen, Ameron's Chairman, President and Chief Executive Officer.
"These first-quarter results represent a solid start for 2006."
    The Fiberglass-Composite Pipe Group sales increased 38% in the
first quarter of 2006 compared to the same period of 2005, and segment
income increased commensurate with sales growth. The sales increase
was due principally to strong demand for onshore oilfield piping,
primarily in North and South America, increased volume in chemical and
industrial applications in the U.S., the Middle East and Europe, and
stronger demand in the U.S. for fuel-handling piping. The marine and
offshore markets remain steady worldwide, while the onshore oilfield
market continues to be driven by high oil prices. The outlook for the
Fiberglass-Composite Pipe Group is positive, based on a solid order
backlog and favorable conditions in key worldwide markets.
    The Performance Coatings & Finishes Group had higher sales and
incurred a slight loss of approximately $300,000 in the first quarter
of 2006, compared to a loss of $2.5 million in the first quarter of
2005. Sales improved by 18% as all worldwide operations had higher
sales, in spite of the weakened euro and Australian and New Zealand
dollars. In the U.S., the sales improvement was broad-based as selling
prices were higher on increased shipments to all key market segments,
including marine, offshore and commercial and industrial maintenance
markets. In Europe, sales of protective coatings for industrial
markets increased on higher volume and higher selling prices. Sales in
Australasia improved moderately, primarily in general industrial
markets. The improved profitability was attributable to the sales
increase and higher profit margins. Looking forward, market conditions
have been improving, and the Performance Coatings & Finishes Group
should continue to recover.
    The Infrastructure Products Group had significantly higher sales
(up 31%) and income in the first quarter of 2006, compared to the
first quarter of 2005. Ameron's Hawaiian operation and Pole Products
operation both achieved improved operating results. The construction
sector remains very active in Hawaii, and Ameron's Hawaiian ready-mix
concrete and aggregates operation on Oahu, and especially on Maui,
experienced increased demand. Pole Products continued to penetrate the
residential market in the Southeast, principally Florida, and the
residential construction market in California remains at a high demand
level. Segment income was higher due to the sales increase and
improved profit margins, which rose due to manufacturing efficiencies
and higher selling prices. The outlook for the business remains
positive as a result of the favorable construction market conditions.
    The Water Transmission Group had higher sales in the first quarter
of 2006, compared to the same period of 2005. Segment income, however,
was lower due to lower margins and start-up costs associated with
introduction of the wind-tower product line. The sales increase
included higher pipe sales in the western U.S., improved protective
linings demand, and higher sales in Colombia. Water Transmission is
not expected to reach the record levels of 2005. However, the
longer-term outlook remains positive.
    TAMCO had higher profits in the first quarter of 2006, compared to
the same period in 2005. The construction sector in Arizona, Nevada
and California remains strong, and demand for steel rebar continues
high. The outlook for TAMCO for 2006 remains favorable.
    James Marlen continued, "While the first quarter is not
necessarily representative of the full year, I am pleased with the
improved performance and balance of operations. I am optimistic that
we will achieve steady earnings growth in 2006."
    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.


                   Ameron International Corporation
              Condensed Consolidated Statements of Income
                              (Unaudited)


                                            Three Months Ended
                                     ---------------------------------
(In thousands, except share and per     March 5,        February 27,
 share data)                              2006              2005
------------------------------------ ---------------   ---------------
Sales                                $      175,292    $      138,812
Cost of Sales                              (133,377)         (105,800)
                                     ---------------   ---------------
Gross Profit                                 41,915            33,012

Selling, General and Administrative
 Expenses                                   (37,455)          (32,975)
Other Income, Net                               957             1,167
                                     ---------------   ---------------
Income before Interest, Income Taxes
 and Equity in Earnings of Joint
 Venture                                      5,417             1,204
Interest Expense, Net                          (924)           (1,378)
                                     ---------------   ---------------
Income/(Loss) before Income Taxes
 and Equity in Earnings of Joint
 Venture                                      4,493              (174)
Provision for Income Taxes                   (1,662)               61
                                     ---------------   ---------------
Income/(Loss) before Equity in
 Earnings of Joint Venture                    2,831              (113)
Equity in Earnings of Joint Venture,
 Net of Taxes                                   780               594
                                     ---------------   ---------------
Net Income                           $        3,611    $          481
                                     ===============   ===============

Net Income per Diluted Share         $          .41    $          .06
                                     ===============   ===============

Cash Dividends Paid per Share        $          .20    $          .20
                                     ===============   ===============



    CONTACT: Ameron International Corporation
             James S. Marlen, 626-683-4000
             Gary Wagner, 626-683-4000
             James R. McLaughlin, 626-683-4000

</TEXT>
</DOCUMENT>
</SUBMISSION>
