United States
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            FORM 10-K/A
(Mark One)

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 
   
     For the fiscal year ended November 30, 1997                 OR
               
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934   

     Commission file number 1-9102
       
                       AMERON INTERNATIONAL CORPORATION
            (Exact name of registrant as specified in its charter)

        Delaware                                     77-0100596
(State of Incorporation)                  (I.R.S. EmployerIdentification No.)

                          245 South Los Robles Avenue        
                               Pasadena, CA 91101                 
             (Address and Zip Code of principal executive offices) 
 

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

Securities Registered Pursuant to Section 12(b) of the Act:
                                                    
                                                     Name of each exchange
Title of each class                                   on which registered       
- --------------------                                 ---------------------      
Common Stock $2.50 par value                         New York Stock Exchange

Preferred Stock Purchase Rights                      New York Stock Exchange    
 
Securities Registered Pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes  x  No ___

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.      

     The Registrant estimates that as of February 20, 1998 the aggregate 
market value of the shares of its Common Stock, $2.50 par value, held by 
non-affiliates of the Registrant (that is, shares beneficially owned by other 
than executive officers and directors) was in excess of $222 million.

     On February 20, 1998 there were 4,006,362 shares of Common Stock, $2.50 
par value outstanding.  This is the only class of Common Stock outstanding.

                Documents Incorporated by Reference

1.  Portions of Ameron's 1997 Annual Report to Stockholders (Parts I, II 
    and IV).
2.  Portions of Ameron's Proxy Statement for the 1998 Annual Meeting of 
    Stockholders (Part III).                                                    



                             PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                ON FORM 8-K

(a) (3)   Exhibits                                             This Report
                                                               ----------- 
     3(i)   Certificate of Incorporation                           19

     3(ii)  Bylaws                                                 20

     4      Instrument Defining the Rights of Security Holders, 
            Including Indentures                                   21

     10     Material Contracts                                     22

     13     Annual Report                                          23

     21     Subsidiaries of the Registrant                         24

     23     Consent of Independent Public Accountants              25

Pursuant to the requirements of Section 13 or 15(d) 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


                     By:/s/ Javier Solis
                        ---------------------------------------------- 
                        Javier Solis, Senior Vice President & Secretary     

Date: April 22, 1998







INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
                                                                          


1.  Note Agreement dated September 1, 1990 re: Senior Notes due September 15,
    2000, which document is incorporated by reference to Annual Report on Form 
    10-K filed with the Commission for Registrant's fiscal year ended November
    30, 1990.

2.  Note Agreement dated November 15, 1991 re: Senior Notes due November 15, 
    1998, which document is incorporated by reference to Annual Report on Form 
    10-K filed with the Commission for Registrant's fiscal year ended November 
    30, 1991.     

3.  Note Purchase Agreement dated August 28, 1996 re: Senior Notes due 
    September 1, 2006, which document is incorporated by reference to Annual 
    Report on Form 10-K filed with the Commission for   Registrant's fiscal 
    year ended November 30, 1996.

4.  Amended and Restated Rights Agreement dated December 16, 1996, 
    which document is incorporated by reference to Form 8-A/A, Amendment No. 3 
    filed with the Commission on February 5, 1997.

The Company agrees to provide to the Securities and Exchange Commission, on 
request, copies of instruments defining the rights of security holders of 
long-term debt of the Company.























                                  

                             EXHIBIT 4