8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________


FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)June 25, 2009

AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware	1-9102	77-0100596
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

245 South Los Robles Avenue	91101
Pasadena, California	(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code  (626) 683-4000

Not Applicable
(Former Name or Former Address, 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 (see General Instruction A.2. below):

⃞ 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 2.02     Results of Operations and Financial Condition.

On June 25, 2009, the Company issued a press release regarding the Company’s results of operations for the second quarter ended May 31, 2009.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 8.01     Other Events.

On June 26, 2009, the Company issued a press release announcing its quarterly dividend.  A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.



Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	News Release dated June 25, 2009
99.2	News Release dated June 26, 2009

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 thereto duly authorized.

		AMERON INTERNATIONAL CORPORATION
Dated:	June 26, 2009	By:	/s/ Stephen E. Johnson
			Stephen E. Johnson
			Senior Vice President, Secretary and General Counsel

2

EXHIBIT INDEX

Exhibit
99.1	News Release dated June 25, 2009
99.2	News Release dated June 26, 2009

3

EX-99.1

Exhibit 99.1

Ameron Reports Solid Second-Quarter Results

PASADENA, Calif.--(BUSINESS WIRE)--June 25, 2009--Ameron International Corporation (NYSE: AMN) today reported net income of $9.4 million, or $1.03 per diluted share, in the second quarter ended May 31, 2009, compared to net income of $16.3 million, or $1.78, in the second quarter ended June 1, 2008. Sales totaled $132.9 million in the second quarter of 2009, compared to $159.8 million in 2008, a decrease of 17%.

Earnings per diluted share totaled $1.44 for the six months ended May 31, 2009, compared to $2.85 per diluted share for the six months ended June 1, 2008. Sales totaled $278.9 million in the first half of 2009, compared to $309.6 million in the first half of 2008, a decline of 10%. The decrease in earnings for both the second quarter and the first half of 2009 was principally due to the significant decline in earnings from TAMCO, Ameron’s 50%-owned steel mini-mill, as a result of the collapse of infrastructure spending in California, Arizona and Nevada. Income before equity in TAMCO’s results increased in both the second quarter and first half of 2009, compared to similar periods in 2008, due partly to lower income taxes.

In the second quarter of 2009, Ameron’s after-tax equity in TAMCO’s earnings declined $8.3 million, compared to the second quarter of 2008. The Fiberglass-Composite Pipe Group and Infrastructure Products Group had lower sales and income, while the Water Transmission Group had higher income on slightly lower sales.

James S. Marlen, Ameron’s Chairman and Chief Executive Officer, stated, “Despite very difficult economic conditions worldwide, our consolidated operations, in total, had a solid performance in the second quarter. The significant decline in the Company’s earnings was due primarily to the continued decline in steel rebar demand and the lack of infrastructure spending in the western U.S. Going forward, there remains considerable pressure on all of the Company’s operations due to the recessionary economy.”

The Fiberglass-Composite Pipe Group had lower sales and segment income in the second quarter of 2009 as a result of soft industrial market conditions in Brazil, Europe and the U.S. In addition, onshore oilfield demand in the U.S., served by the Company’s wholly-owned subsidiary, Centron International, Inc., also weakened. Asian operations were essentially even with last year on the strength of marine and offshore market demand which offset lower sales in the downstream energy markets in the Middle East. Fiberglass-Composite Pipe’s sales decreased $13.9 million, or 20%, in the second quarter of 2009. Foreign currencies accounted for $4.6 million of the decline. Segment income declined $1.4 million, primarily due to lower sales. The Fiberglass-Composite Pipe Group is expected to remain steady for the balance of 2009 due to the overall economic climate, the effect of oil prices and energy demand on oil production and the impact of tight credit markets.

The Infrastructure Products Group had lower sales and segment income in the second quarter of 2009 as both the Pole Products Division and the Hawaiian Division continued to be confronted with soft residential and commercial construction market conditions. Second-quarter sales were down $11.6 million, compared to last year; while segment income declined $3.6 million. The Hawaiian Division had lower aggregates and ready-mix sales on both Oahu and Maui as construction spending was curtailed due to the economic condition in Hawaii and tight credit markets. Military and governmental construction spending remained steady; but private residential and commercial construction, including timeshares, resorts and high-rise condominium projects, declined. The Pole Products Division continued to be impacted by the significant weakness in the U.S. residential housing market which lowered the demand for decorative concrete lighting poles. Recovery of the residential housing market, particularly new construction, is not expected in the near term. Given the condition of the U.S. economy and the tight credit markets, an improvement of the Infrastructure Products Group is not expected during 2009.

The Water Transmission Group had lower sales but higher segment income in the second quarter of 2009. Second-quarter sales decreased $1.8 million; while segment income improved $4.0 million, as both the water pipe and wind tower businesses had higher profitability. The improvement in segment income was attributed to improved manufacturing efficiencies, cost reductions and completion of low-margin projects in 2008. The wind tower business had higher sales as existing orders in the backlog were manufactured. The wind energy market remains soft due to the lack of project financing. While financing incentives have been announced, the industry has yet to recover. While there is a lack of incoming orders, some previously postponed orders are proceeding. The water infrastructure market in the western U.S. continues to be weak with bid activity slow. Order backlogs are well below historical levels. The timing of bid activity has been negatively affected by the economy, municipal budgets and the availability of financing. The business has not experienced any increase in water infrastructure spending associated with the economic stimulus program. Near term, the water pipe business is expected to continue to experience soft market demand. Longer term, the demand for new and upgraded water transmission pipelines and water and wastewater systems is expected to strengthen as the market addresses the need for water infrastructure investments.

TAMCO had significantly lower sales in the second quarter of 2009, compared to last year. Sales declined 83% due to the lack of infrastructure spending and lower selling prices for steel rebar. The business incurred a net loss of $3.4 million, compared to net income of $14.9 million in the second quarter of 2008. Ameron’s share of TAMCO’s net loss totaled $1.6 million, after taxes, in the second quarter of 2009, compared to $6.7 million of net income in 2008. Demand for steel rebar remained extremely low, and TAMCO adjusted operations accordingly by idling production from December 2008 through April 2009. The business began production in May and will operate intermittently to support rebar demand. Demand for steel rebar in TAMCO’s key markets in the western U.S. is not expected to recover in the short term.

James S. Marlen concluded, “At the beginning of the year, we indicated that the Company was expected to earn between $3.00 and $3.50 per share in 2009, less than in 2008. Our earlier expectation was based on the assumption that steel markets would improve sufficiently throughout the first half of 2009 so that TAMCO would break even for all of 2009. However, the market for steel rebar remains depressed; and TAMCO is currently forecasted to remain unprofitable in the second half of 2009, although the second-half losses are not expected to be as high as in the first half. Overall, the Company’s businesses other than TAMCO are meeting expectations. Our expectations for the balance of 2009 could change if there is further deterioration in the overall economy or our markets.

“Economic uncertainty and difficult market conditions are affecting all of the Company’s businesses, and 2009 remains challenging. The Company will continue to strive to reduce costs to support profitability on lower sales. Ameron’s businesses remain well-positioned to benefit from higher infrastructure spending, both private and public, when conditions improve. Lastly, the Company’s cash flow and cash position remain solid.”

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 and fabricated steel products, such as wind towers; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials and products used in infrastructure projects. The Company’s businesses operate in North America, South America, Europe and Asia. It also participates in several joint-venture companies in the U.S. and the Middle East.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the intentions, plans, expectations and beliefs of Ameron International Corporation (the “Company” or “Ameron”), and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2008. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise except as required by law.

AMERON INTERNATIONAL AND SUBSIDIARIES
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
	Three Months Ended						Six Months Ended
	May 31,			June 1,			May 31,			June 1,
(Dollars in thousands, except per share data)	2009			2008			2009			2008
Sales	$	132,920		$	159,793		$	278,922		$	309,562
Cost of sales		(96,370	)		(120,047	)		(207,451	)		(236,364	)
Gross profit		36,550			39,746			71,471			73,198
Selling, general and administrative expenses		(25,877	)		(25,865	)		(52,285	)		(51,667	)
Other income, net		2,431			575			2,902			3,550
Income before interest, income taxes and equity in (loss)/earnings of joint venture		13,104			14,456			22,088			25,081
Interest (expense)/income, net		(148	)		142			(319	)		431
Income before income taxes and equity in (loss)/earnings of joint venture		12,956			14,598			21,769			25,512
Provision for income taxes		(1,975	)		(5,000	)		(4,619	)		(8,929	)
Income before equity in (loss)/earnings of joint venture		10,981			9,598			17,150			16,583
Equity in (loss)/earnings of joint venture, net of taxes		(1,555	)		6,735			(3,898	)		9,487
Net income	$	9,426		$	16,333		$	13,252		$	26,070
Basic net income per share	$	1.03		$	1.79		$	1.45		$	2.86
Diluted net income per share	$	1.03		$	1.78		$	1.44		$	2.85
Weighted-average shares (basic)		9,171,645			9,132,172			9,159,161			9,110,712
Weighted-average shares (diluted)		9,185,143			9,186,649			9,172,470			9,151,897
Cash dividends per share	$	.30		$	.30		$	.60		$	.55

AMERON INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – ASSETS (UNAUDITED)
	May 31,			November 30,
(Dollars in thousands)	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	185,580		$	143,561
Receivables, less allowances of $6,343 in 2009 and $7,009 in 2008		138,689			181,961
Inventories		81,543			95,645
Deferred income taxes		26,605			25,582
Prepaid expenses and other current assets		10,572			10,053
Total current assets		442,989			456,802
Investments in joint ventures
Equity method		20,115			14,428
Cost method		3,784			3,784
Property, plant and equipment
Land		42,479			38,679
Buildings		94,089			85,555
Machinery and equipment		317,666			306,177
Construction in progress		43,319			37,386
Total property, plant and equipment at cost		497,553			467,797
Accumulated depreciation		(270,850	)		(261,635	)
Total property, plant and equipment, net		226,703			206,162
Deferred income taxes		4,763			4,763
Goodwill and intangible assets, net of accumulated amortization of $1,228 in 2009 and $1,197 in 2008		2,098			2,108
Other assets		38,512			38,275
Total assets	$	738,964		$	726,322

AMERON INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
	May 31,			November 30,
(Dollars in thousands, except per share data)	2009			2008
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt	$	17,056		$	16,763
Trade payables		46,037			52,613
Accrued liabilities		75,454			79,538
Income taxes payable		12,355			10,443
Total current liabilities		150,902			159,357
Long-term debt, less current portion		37,334			35,989
Other long-term liabilities		53,207			53,856
Total liabilities		241,443			249,202
Commitments and contingencies
Stockholders' equity
Common Stock, par value $2.50 per share, authorized 24,000,000 shares, outstanding 9,215,491 shares in 2009 and 9,188,692 shares in 2008, net of treasury shares		29,920			29,805
Additional paid-in capital		57,512			54,447
Retained earnings		486,699			478,968
Accumulated other comprehensive loss		(20,993	)		(31,475	)
Treasury Stock (2,752,701 shares in 2009 and 2,733,300 shares in 2008)		(55,617	)		(54,625	)
Total stockholders' equity		497,521			477,120
Total liabilities and stockholders' equity	$	738,964		$	726,322

CONTACT:
Ameron International Corporation
James S. Marlen, Chairman and Chief Executive Officer
Gary Wagner, President and Chief Operating Officer
James R. McLaughlin, Senior Vice President, Chief Financial Officer
626-683-4000

EX-99.2

Exhibit 99.2

Ameron Announces Quarterly Dividend

PASADENA, Calif.--(BUSINESS WIRE)--June 26, 2009--Ameron International Corporation (NYSE: AMN) today announced that its Board of Directors declared a quarterly dividend of 30 cents per share of common stock, payable August 18, 2009 to stockholders of record on July 23, 2009.

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 and fabricated steel products, such as wind towers; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials and products used in infrastructure projects. The Company’s businesses operate in North America, South America, Europe and Asia. It also participates in several joint-venture companies in the U.S. and the Middle East.

CONTACT:
Ameron International Corporation
James S. Marlen, Chairman and Chief Executive Officer
Gary Wagner, President and Chief Operating Officer
James R. McLaughlin, Senior Vice President, Chief Financial Officer
626-683-4000