AMERON
INTERNATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT
32
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT
TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE
SARBANES-OXLEY
ACT OF 2002*
In
connection with the report of Ameron International Corporation (the "Company")
on Form 10-Q for the quarter ended August 31, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, James S. Marlen,
Chairman and Chief Executive Officer of the Company and I, James R. McLaughlin,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Act of 1934; and
2.
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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/s/
James S. Marlen
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James
S. Marlen
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Chairman
& Chief Executive Officer
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September
26, 2008
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/s/
James R. McLaughlin
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James
R. McLaughlin
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Senior
Vice President-Chief Financial Officer
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&
Treasurer
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September 26,
2008
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*
A signed original of this written statement required by Section 906 has been
provided to Ameron International Corporation and will be retained by Ameron
International Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.