8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  _____________________________________________


                                   FORM 8-K/A

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


            DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): 3-23-05

                        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 Nol.)


              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))


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

1.       Director John F. King retired effective March 23, 2005.

2.       Director Thomas L. Lee did not stand for re-election.

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

Effective March 23, 2005 Ameron International Corporation (the "Company")
amended the By-laws to reduce the number of directors to seven (7) from (9).

Item 2.02 - Results of Operations and Financial Condition

On March 23, 2005, the Company issued a press release regarding the
Company's results of operations for the first quarter ended February 27, 2005. A
copy of the press release is attached hereto as Exhibit 99.1 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.

                                   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 24, 2005             By: /s/ Javier Solis
                                     ----------------
                                     Javier Solis
                                     Senior Vice President & Secretary

EX-99.1

Exhibit 99.1




                                                           N E W S R E L E A S E
                                                                  March 23, 2005

Contacts:
James S. Marlen, Chairman, President and Chief Executive Officer
Gary Wagner, Senior Vice President, Chief Financial Officer
Telephone:   626-683-4000




                    AMERON REPORTS FIRST-QUARTER IMPROVEMENT
                    ----------------------------------------



     PASADENA, Calif.-- Ameron International Corporation (NYSE: AMN) today
reported earnings of $.06 per diluted share on sales of $138.8 million for the
first quarter ended February 27, 2005. Ameron lost $.34 per diluted share on
sales of $129.7 million in the quarter ended February 29, 2004.

     Significant profit improvements by the Water Transmission and
Infrastructure Products Groups were partially offset by lower profits from the
Fiberglass-Composite Pipe Group and a larger loss from the Performance Coatings
& Finishes Group. Income from TAMCO, Ameron's 50%-owned steel mill in
California, was slightly higher in the first quarter of 2005.

     "The first quarter of 2005 was substantially improved over last year when
labor disputes disrupted operations," commented James S. Marlen, Ameron's
Chairman, President and Chief Executive Officer. "Both the Water Transmission
and Infrastructure Products Groups started the year strongly in spite of record
wet weather in Southern California. The Fiberglass-Composite Pipe Group also
continued to perform well in the first quarter."

     Although wet weather slowed operations, the Water Transmission Group
returned to a traditional level of sales and profits in the first quarter of
2005. The Group had a slight loss on lower sales in the first quarter of 2004
due to strikes at two plants in Southern California. The Water Transmission
Group entered 2005 with a relatively large backlog, and the forecast remains
positive due to the backlog of orders.




     The Fiberglass-Composite Pipe Group's sales and segment income declined in
the first quarter of 2005 due to the timing of projects and mixed market
conditions. Sales of piping for industrial and fuel- handling applications,
supplied by Ameron's operations in the U.S. and Europe, were lower. Partially
offsetting the decline were higher sales of onshore oilfield piping and marine
piping supplied by Asian operations. Profits declined due to lower sales. The
backlog is robust, and the forecast for the Fiberglass-Composite Pipe Group
remains positive, driven by high oil prices, the strength of marine and offshore
markets and the high cost of competitive steel tubing.

     The Performance Coatings & Finishes Group had a larger loss in the first
quarter of 2005 than in the first quarter of 2004, on lower sales. Sales of
industrial and marine coatings into U.S. and European markets declined due to
continued sluggish demand. Additionally, the increasing strength of the euro and
the British pound impacted the competitiveness of Ameron's operations in the
Netherlands and the U.K., reducing sales into dollar-based markets in the Middle
East, North Africa and Eastern Europe. Sales in the U.S. were down due in part
to the loss of a contract to supply coatings to the U.S. Navy. Losses increased
due to lower sales, higher raw material costs and plant inefficiencies. The
outlook for this business is uncertain as chemical and industrial markets served
by the Group have not shown signs of recovery.

     The Infrastructure Products Group had significantly higher sales and
profits in the first quarter of 2005, compared to the same period in 2004. The
improvement came from Hawaiian operations, which were disrupted by a strike in
the first quarter of 2004. Sales of poles declined in the first quarter as the
wet weather in Southern California affected construction projects and pole
installations. The forecast for the Infrastructure Products Group remains
positive due to the favorable level of residential, commercial and government
construction.

     TAMCO's first-quarter profits were similar in 2005 and 2004. Shipments of
construction rebar slowed in the fourth quarter of 2004 and the first quarter of
2005 as customers adjusted inventory levels and imports increased. In spite of
wet weather which reduced construction in the first quarter, shipments began to
increase in January as customers' inventory levels returned to traditional
levels. TAMCO is forecasting a strong performance for the remainder of 2005,
based on expected demand and current steel prices.

     James Marlen continued, "The first quarter is seasonally Ameron's slowest
quarter. We are pleased with the performance of most of our operations and are
taking steps to improve those that are underperforming. Overall, we continue to
forecast a solid improvement in 2005."




     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 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
                               Three Months Ended
                      (In thousands, except per share data)
                                   (Unaudited)



                                              February 27,    February 29,
                                                  2005            2004
                                                ---------       ---------
Sales                                          $ 138,812       $ 129,668

Net Income/(Loss)                              $     481       $  (2,753)


Net Income/(Loss) Per Diluted Share            $     .06       $    (.34)