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): 6-22-06

                        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



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
       CFR 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 CFR 240.14d-2(b))

/ /    Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e4(c))





Item 2.02  Results of Operations and Financial Condition

On June 22, 2006, the Company issued a press release regarding the Company's
results of operations for the second quarter ended June 4, 2006. 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: June 22, 2006                      By:   /s/ Javier Solis
                                               ----------------
                                               Javier Solis
                                               Senior Vice President & Secretary

EX-99.1

                                                                    Exhibit 99.1

             Ameron Reports Record Second-Quarter Results

    PASADENA, Calif.--(BUSINESS WIRE)--June 22, 2006--Ameron
International Corporation (NYSE:AMN) today reported earnings of $2.11
per diluted share on sales of $193.7 million for the quarter ended
June 4, 2006, which compares to earnings of $.62 per diluted share and
sales of $176.2 million for the second quarter ended May 29, 2005. For
the six months ended June 4, 2006, earnings per diluted share totaled
$2.53 on sales of $369.0 million, compared to earnings of $.68 per
diluted share and sales of $315.0 million for the six months ended May
29, 2005.
    The significant improvement in results was primarily attributable
to stronger year-over-year performances in all business segments, with
the exception of the Water Transmission Group, which, as expected, is
experiencing a temporary lull in major projects in its primary water
piping market in the western U.S. TAMCO, Ameron's 50%-owned steel
mini-mill, also achieved higher income due to steady market conditions
and favorable margins.
    The results for the second quarter of 2006 included a pretax gain
of $9.0 million on the sale of excess property in Brea, California,
which had been used as a research and development laboratory and a
regional warehouse for the Performance Coatings & Finishes Group. The
site was vacated as part of a continuing restructuring program to
reduce costs and improve operating efficiencies within the Group. The
second quarter of 2005 was adversely impacted by unusual legal fees
and expenses of $6.1 million before taxes.
    "The second-quarter and first-half results were outstanding with
or without the property gain. The business conditions in the
Fiberglass-Composite Pipe Group, Infrastructure Products Group,
Performance Coatings & Finishes Group and TAMCO remain favorable. This
bodes well for the second half of 2006," said James Marlen, Ameron's
Chairman, President and Chief Executive Officer.
    The Fiberglass-Composite Pipe Group had significantly higher sales
(up 43%) in the second quarter of 2006, compared to the same period of
2005, while segment income increased (up 69%) in line with the sales
growth. The sales increase was broad-based across most markets served
worldwide. The demand for onshore oilfield piping continued at a high
level, chemical and industrial demand remained steady, and
fuel-handling piping sales in the U.S. improved. The marine and
offshore markets, served primarily from Ameron's operations in
Singapore and Malaysia, remain strong, due to the continued high level
of marine construction worldwide. The outlook for the
Fiberglass-Composite Pipe Group remains positive. The business should
continue to operate at record levels, based on the current order
backlog and generally favorable market conditions throughout the
world.
    The Performance Coatings & Finishes Group had higher sales and
segment income in the second quarter of 2006, compared to the second
quarter of 2005. The improved performance was attributable to the
steady recovery of key markets served in the U.S., primarily the
marine and offshore markets and the protective coatings markets for
chemical and industrial maintenance applications. Sales increased 13%,
based primarily on the improvements in the U.S. In local currencies,
all foreign operations achieved slightly higher sales. The improvement
in segment income was attributable primarily to higher sales and
higher selling prices. The outlook for the Performance Coatings &
Finishes Group should continue to improve as long as the current
market recovery is sustained.
    The Water Transmission Group had lower sales and segment income in
the second quarter of 2006, compared to the same period of 2005. The
soft market conditions in water piping projects in the western U.S.
had been anticipated. To counterbalance the cyclical lull of major
pipe projects, the Group has entered the wind-energy market by
fabricating large-diameter towers for wind-turbine manufacturers. This
rapidly growing market in the western U.S. provides an excellent
growth and diversification opportunity for the Water Transmission
Group. The outlook for the business is for the soft pipe market
conditions to continue beyond 2006. Longer term, the outlook is
positive, based on the projected timing of pipe projects and the need
to expand and upgrade the water infrastructure system in the western
U.S.
    The Infrastructure Products Group had higher sales (up 12%) and
segment income in the second quarter of 2006, compared to the same
period in 2005. Both Ameron's Hawaiian operation and the Pole Products
operation had improved results. The Hawaiian operation continued to
benefit from solid construction market conditions, primarily
residential construction, on Oahu and Maui. The residential
construction market drivers include increased demand for housing
subdivisions, high-rise condominiums and timeshare resorts. Pole
Products continued to achieve market penetration gains in the
southeastern U.S., while sales in the western U.S., primarily
California, remained strong due to residential demand for decorative
concrete lighting poles. The concrete pole plant in Anniston, Alabama,
which serves the southeastern U.S., is operating at capacity, and
expansion plans are being evaluated in order to continue to serve this
growing region. The increase in segment income was attributable to the
higher sales and improved margins boosted by higher selling prices.
The outlook for the Infrastructure Products Group is positive as a
result of continuing strong construction market conditions.
    TAMCO had higher net income in the second quarter of 2006,
compared to the same period of 2005. Demand for steel rebar continues
high in the western states served by TAMCO. The outlook for TAMCO
remains favorable.
    James Marlen continued, "The record earnings performance is a good
indicator that our businesses are operating efficiently and
capitalizing on growth opportunities and generally favorable market
conditions. The businesses are well positioned to have a solid second
half."
    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. and the Middle East.

    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.

    CONTACT: Ameron International Corporation
             James S. Marlen, Gary Wagner or James R. McLaughlin
             626-683-4000