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): June 28, 2006

                        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

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report.)


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 provisions:

[ ]  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 240.13e-4(c))





Item 1.01.  Entry into a Material Definitive Agreement.

On June 28, 2006, Ameron International Corporation ("Ameron" or the
"Registrant") and certain of its subsidiaries entered into an asset purchase
agreement (the "Agreement") to sell substantially all of the assets and certain
specified liabilities of its worldwide Performance Coatings & Finishes business
(the "Coatings Business") to PPG Industries, Inc. ("PPG"). The total
consideration to be received by Ameron upon the closing of the transaction is
$115 million in cash. In addition, the Agreement includes a post-closing
purchase price adjustment, which based on Ameron's current estimate of net
assets would result in approximately $5 million of additional consideration.

Certain assets are excluded from the sale, including cash and cash equivalents
and certain real properties that are currently used in the Coatings Business.
Ameron intends to sell those retained properties in the next 12 to 18 months and
expects to generate additional proceeds of approximately $15 million, based on
current estimates of market values.

Pursuant to the Agreement, PPG will assume certain liabilities related to the
Coatings Business, including, without limitation, (i) warranty and guaranty
obligations and liabilities for products sold or manufactured by Ameron, (ii)
all environmental liabilities associated with the real properties that PPG is
acquiring and (iii) general tort liability. PPG also agreed to a cost-sharing
arrangement with respect to any product liability claims relating to Ameron's
operation of the Coatings Business prior to the closing of the transaction.

Pursuant to the Agreement, PPG will not assume certain other liabilities related
to Ameron's operation of the Coatings Business prior to the closing of the
transaction, including, without limitation, (i) any liability of the Coatings
Business arising out of asbestos, silica or lead and (ii) any pre-closing
environmental liabilities related to the real properties that Ameron will be
retaining. Additionally, PPG will not be assuming any liabilities related to
Ameron's lawsuits with Dominion Exploration and Production, Inc. and Pioneer
Natural Resources USA, Inc. and with Sable Offshore Energy Inc. (as those
lawsuits are more particularly described in Ameron's Annual Report on Form 10-K
for the year ended November 30, 2005).

The transaction is expected to close within 30 to 45 days, subject to the
conditions to closing in the Agreement and following regulatory review in
Europe. Pursuant to the Agreement, in the event the transaction does not close
by October 31, 2006 and either party terminates the Agreement, PPG is obligated
to pay Ameron a $7.5 million termination fee and reimburse Ameron for its costs
and expenses incurred in connection with the transaction.

A copy of the press release announcing the transaction is attached to this Form
8-K and is hereby incorporated by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

    Exhibit Number               Description of Exhibit
    --------------               ----------------------
         99.1                    Press Release dated June 29, 2006





                                   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 30, 2006                By: /s/ Javier Solis
                                          ------------------------------------
                                              Javier Solis
                                              Senior Vice President & Secretary





                                  EXHIBIT INDEX

    Exhibit Number               Description of Exhibit
    --------------               ----------------------
         99.1                    Press Release dated June 29, 2006

EX-99.1

                                                                    Exhibit 99.1

           Ameron Makes Strategic Decision to Sell Coatings Business


    PASADENA, Calif.--(BUSINESS WIRE)--June 29, 2006--Ameron
International Corporation (NYSE:AMN) announced today that the Company
has agreed to sell its worldwide Performance Coatings & Finishes
business ("Coatings") to PPG Industries. The transaction is expected
to be completed within 30 to 45 days, subject to the terms of the
agreement and following regulatory review in Europe.
    "We are pleased with the anticipated sale of Coatings," stated
James Marlen, Ameron's Chairman, President and Chief Executive
Officer. "The exit from Coatings will allow us to redeploy resources
to Ameron's three remaining consolidated businesses, where we have
leadership positions. Ameron will remain a solid, focused company with
enhanced growth opportunities in the infrastructure, water and energy
sectors, through its Fiberglass-Composite Pipe, Water Transmission and
Infrastructure Products businesses and TAMCO, Ameron's 50%-owned
venture, which is the largest manufacturer of steel rebar in
California.
    "Coatings no longer fits our strategic objectives. In recent
years, the financial performance of Ameron's coatings business did not
meet expectations, partly due to difficult conditions in global
markets. Also, consolidations within the coatings industry provided
larger companies with greater economies of scale and constrained
Ameron's ability to grow." Coatings had sales of $210 million in 2005.
    Ameron will sell the worldwide coatings business, while retaining
certain real properties currently used by Coatings. Ameron will
receive $115 million, plus working capital adjustments, for the
business acquired by PPG. Additionally, Ameron plans to sell the
retained real properties in the next 12 to 18 months and expects to
generate additional proceeds of $15 million, based on current
estimates of market value. In May 2006, the Company sold property in
Brea, California, formerly used by Coatings, for $9.7 million. If the
retained properties are sold as expected, Ameron's sale of the
business and the sale of the properties, including Brea, should
generate cash of approximately $140 million after taxes.
    "The Water Transmission Group, through a product and geographic
expansion program, recently entered the growing wind-energy market as
a supplier of fabricated steel towers; and the Group is currently
expanding into Northern Mexico. We are pursuing an aggressive capital
plan to upgrade the Water Transmission Group's capabilities to
efficiently fabricate and paint large-diameter wind towers.
Demographic shifts in Northern Mexico demand new supplies of water and
present an opportunity for the Water Transmission Group to expand its
core pipe business.
    "New investment opportunities for fiberglass pipe are being
pursued throughout the world, such as the new Malaysian operation,
which came on line in 2006. Current demand for Ameron's fiberglass,
oil-field tubing exceeds capacity. The Fiberglass-Composite Pipe Group
is actively pursuing the placement of new capacity in South America in
2007 and is reviewing opportunities in the Middle East and North
Africa to serve oil-field and marine markets. Aside from growth caused
by a substantial increase in demand for its traditional products, the
Fiberglass-Composite Pipe Group is deploying new fiberglass products
into the water and wastewater markets in the U.S.
    "The Infrastructure Products Group is likewise evaluating major
expansion plans, as plants in Alabama and elsewhere operate near
capacity, serving the growing West Coast and Southeast markets in the
U.S. Lastly, the aggregate and ready-mix operations in Hawaii continue
to grow as construction in Hawaii remains strong.
    "The sale proceeds will enhance the Company's already strong
financial position. Ameron has the cash and debt capacity to grow. We
plan to reinvest a portion of the proceeds to grow both internally and
through related acquisitions. As we stated in the past, we are
selective about making acquisitions and will only acquire companies
that create value and are priced to provide superior returns.
Additionally, we are actively evaluating alternative uses of capital,
such as purchasing Ameron stock, that balance the long-term health of
the Company and maximize the return for our shareholders.
    "We have consistently improved the quality and repeatability of
earnings over the years. The new Ameron will be a streamlined, more
focused company, with growth potential, and will be in an enhanced
position to continue to create shareholder value," concluded James
Marlen.

    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