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): 1-22-04


                        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



Item 7. Financial Information, Pro Forma Financial Information and Exhibits.

     (a)  Financial Statements of Business Acquired:

          Not applicable

     (b)  Pro Forma Financial Information:

          Not applicable

     (c)  Exhibits:

          99.1 The Registrant's news release dated January 22, 2004, announcing
               its earnings for the FY 2003 ended November 30, 2003.

Item 12. Results of Operations and Financial Condition.

     The Registrant's earnings release dated January 22, 2004, regarding its
FY2003 financial results, is attached hereto as Exhibit 99.1.

     The information in this report, including the exhibit attached hereto, is
being furnished pursuant to Item 12 and shall not be deemed to be "filed" for
purposes of the Securities Exchange Act of 1934 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,
including the exhibit attached hereto, that refer to the estimated or
anticipated future results of the Registrant are forward-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 22, 2004                   By:/s/ Javier Solis
                                               -------------------
                                               Javier Solis
                                               Senior Vice President & Secretary

EX-99

                                                                    Exhibit 99.1

    Ameron Exceeds Expectations with Record Sales and Record Earnings in 2003

    PASADENA, Calif.--(BUSINESS WIRE)--Jan. 22, 2004--Ameron
International Corporation (NYSE:AMN) today reported record earnings of
$3.67 per diluted share on record sales of $600.5 million for the
fiscal year ended November 30, 2003. Ameron earned $3.49 per diluted
share on sales of $539.5 million during fiscal 2002.
    "We are pleased with Ameron's 2003 results," commented James S.
Marlen, Ameron's Chairman, President and Chief Executive Officer. "An
outstanding performance by the Fiberglass-Composite Pipe Group and
another solid year for the Water Transmission Group helped Ameron to
exceed expectations. Ameron's record performance is especially
gratifying given the dramatic increase in pension and insurance costs
of almost $11 million from 2002 to 2003."
    Earnings in the fourth quarter of 2003 totaled $1.47 per share,
compared to $1.27 per share in the same period in 2002. Fourth-quarter
sales increased from $141.9 million in 2002 to $166.9 million in 2003.
    As anticipated, the Water Transmission Group had significantly
higher sales and segment income in the fourth-quarter, compared to the
first three quarters of 2003. Likewise, fourth-quarter sales and
segment income were higher in 2003 than in 2002. The Group benefited
from strong sales of water piping for the South San Joaquin Irrigation
District project in the fourth quarter. Record full-year sales were
$20.5 million higher than in 2002, but segment income was slightly
lower, due partly to the lower margins on the large San
Francisco/Oakland Bay Bridge project. Water Transmission's year-end
backlog was lower than at the end of 2002, reflecting a recent lull in
water projects in the western U.S. The business may be unable to
sustain the unusually high level of the last several years in 2004;
however, the future outlook for the Water Transmission Group remains
positive.
    Fourth-quarter and full-year sales and segment income for the
Fiberglass-Composite Pipe Group increased in 2003, compared to the
same periods in 2002. Significant improvements in 2003 came from all
worldwide businesses, especially European and Asian operations. The
demand for piping for marine and offshore oil applications remained
solid, and markets for industrial and onshore oilfield piping
improved. The outlook for the Fiberglass-Composite Pipe Group is
positive and improving.
    Sales of the Performance Coatings & Finishes Group were higher in
the fourth quarter of 2003 than in the fourth quarter of 2002, due to
the continued impact of currency exchange rates on foreign operations.
Segment income, however, declined slightly due to higher costs. For
the full year, both sales and segment income were higher in 2003 than
in 2002. Industrial markets served primarily by operations in the U.S.
and Europe remained weak, while demand for offshore and marine
coatings improved. Future improvements by the Performance Coatings &
Finishes Group are dependent on increased spending in worldwide
industrial, marine and offshore markets, which appear to be
strengthening. The market improvement should bode well for the
Performance Coatings & Finishes Group.
    The Infrastructure Products Group had higher fourth-quarter and
full-year sales, but lower segment income due to higher costs,
compared to the same periods in 2002. Sales of aggregates, ready-mix
concrete and poles increased due to the high level of construction
activity spurred by low interest rates. The outlook for the
Infrastructure Products Group remains favorable.
    James Marlen continued, "Increased sales and close attention to
operating costs enabled the Company to excel in 2003 in spite of
higher pension and insurance costs. Ameron had another outstanding
year."
    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., Saudi Arabia, Kuwait and Egypt.

    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 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 / Gary Wagner, 626-683-4000