8-K

                                                                 


                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):    4-9-98



                AMERON INTERNATIONAL CORPORATION                 
     (Exact name of registrant as specified in its charter)



         Delaware               1-9102           77-0100596    
(State or other jurisdiction  (Commission      (I.R.S.Employer
of Incorporation)             File Number)      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)



Item 2.   Acquisition or Disposition of Assets.

On April 9, 1998, Ameron International Corporation (the
"Company"), a Delaware corporation, through certain of its
wholly-owned subsidiaries, acquired the worldwide industrial
coatings business of U.K.-based Croda International Plc.  

The acquisition included manufacturing plants in England,
Australia and New Zealand, as well as distribution centers in
those countries.  The acquired business manufactures and markets
protective coatings and product finishes for a variety of
industrial markets, including original equipment manufacturers of
appliances, agricultural and construction equipment, wood and
plastics products and other durable goods, and generated sales of
approximately $83 million in 1997.  The Company intends to
operate the acquired business as a complement to its current
worldwide protective coatings businesses.

The total consideration paid by the Company was approximately $45
million in cash, or approximately $1.7 million above the
estimated net book value of the assets of the business, and was
negotiated after weighing various factors, including earnings,
book values, trends and other customary valuation methods.  The
total consideration for the acquisition is subject to adjustment
based on the net book value of the assets of the business
determined as of the April 9, 1998 closing date.  The acquisition
was financed with borrowings from various banks under the
Company's committed revolving credit facilities.


                              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: April 16, 1998          By: /s/ Javier Solis          
                                       Javier Solis               
                                       Senior Vice President and  
                                       Secretary 

EX-27

 

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