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): 9-20-06

                        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
     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 2.02 Results of Operations and Financial Condition

On September 22, 2006, the Company issued a press release regarding the
Company's results of operations for the third quarter ended September 3, 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: September 22, 2006


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

EX-99.1

                                                                    Exhibit 99.1
                        Ameron's Record 2006 Performance
                  Continues with Higher Third-Quarter Results


    PASADENA, Calif.--(BUSINESS WIRE)--Sept. 22, 2006--Ameron
International Corporation (NYSE:AMN) reported earnings of $2.02 per
diluted share in the third quarter ended September 3, 2006, compared
to $1.58 per diluted share in the third quarter ended August 28, 2005.
As previously reported, on August 1, 2006, the Company completed the
divestiture of its worldwide coatings and finishes business. Diluted
earnings per share from continuing operations, excluding results of
the coatings and finishes business, were $1.91 in the third quarter of
2006, compared to $1.35 in the third quarter of 2005. Without coatings
and finishes, sales totaled $139.9 million in the third quarter of
2006, compared to $136.6 million in the same period of 2005.
    Sales of continuing operations totaled $398.6 million in the first
nine months of 2006. Comparable sales totaled $355.6 million in 2005.
Earnings per diluted share were $4.55 and earnings per diluted share
from continuing operations were $4.29 for the first nine months of
2006, compared to $2.26 and $2.16, respectively, in 2005.
    Earnings from discontinued operations, which consisted of the
coatings and finishes business, were $.11 per diluted share in the
third quarter and $.26 per diluted share in the first nine months of
2006, compared to $.23 and $.10, respectively, in 2005. Included in
the 2006 results from discontinued operations was a pretax gain on the
sale of the coatings and finishes business of $1.2 million.
    The third-quarter results of Ameron's ongoing operations were
consistent with the first half of 2006, as the Fiberglass-Composite
Pipe and Infrastructure Products Groups and TAMCO, Ameron's 50%-owned
steel mini-mill, generated record sales and profits. The Water
Transmission Group continued to experience weak market conditions,
and, as a result, sales and earnings declined compared to 2005.
    "We remain very pleased with the outstanding third-quarter and
nine-month performances of Fiberglass-Composite Pipe, Infrastructure
Products and TAMCO," stated James Marlen, Ameron's Chairman, President
and Chief Executive Officer. "Business and market conditions were
favorable for most of our operations."
    The Fiberglass-Composite Pipe Group's sales rose 30% in the third
quarter of 2006, compared to the same period of 2005, while segment
income increased 76% due to the sales growth and higher productivity.
The sales increase was broad-based across most markets served
worldwide. The demand for onshore oilfield piping remained robust,
chemical and industrial demand remained steady, and fuel-handling
piping sales in the U.S. improved. The marine and offshore market,
served primarily from Ameron's operations in Singapore and Malaysia,
remained strong. 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, high oil prices and
generally favorable market conditions throughout the world.
    The Water Transmission Group had significantly lower sales and
segment income in the third quarter of 2006, compared to the same
period of 2005. The anticipated decline was caused by soft market
conditions and the lack of new water piping projects in the western
U.S. The Water Transmission Group entered the wind-energy market by
fabricating large towers for wind-turbine manufacturers. This rapidly
growing market in the Southwest and western U.S. provides an excellent
growth and diversification opportunity for the Water Transmission
Group, and it will counterbalance the cyclical lull in the water
infrastructure market. The soft pipe market is expected to continue
through late 2007. Longer term, the outlook is positive, based on the
projected timing of pipe projects and the need to expand and upgrade
water infrastructure throughout the western U.S.
    The Infrastructure Products Group's sales rose 25%, and segment
income rose 46%, in the third quarter of 2006, compared to the same
period in 2005. Ameron's Hawaiian and Pole Products operations both
had improved results. The increase in segment income resulted from
higher sales and improved selling prices. The Hawaiian operation
continued to benefit from a solid construction market, primarily
residential construction, on Oahu and Maui. Pole Products continued to
achieve market penetration gains in the southeastern U.S., while sales
in the western U.S., primarily California, remained solid due to
demand for decorative concrete lighting poles. While residential
construction is slowing somewhat, the outlook for the Infrastructure
Products Group remains positive due to demand from commercial and
governmental construction sectors.
    TAMCO had higher net income in the third quarter of 2006, compared
to the same period of 2005. Demand for steel rebar is strong in the
western states served by TAMCO, and steel prices are firm. The outlook
for TAMCO remains favorable.
    James Marlen continued, "The year-to-date record performance was
achieved as our businesses operated efficiently and benefited from
favorable market conditions. We expect this performance to continue
into 2007. With the divestiture of the coatings business, the Company
has become more streamlined with a solid focus on energy and
infrastructure-related products. We are optimistic about the future
and foresee strong growth opportunities for the Company."

    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; 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 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