10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1 TO

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: February 28, 2003

Commission File Number: 1-12777

AZZ incorporated

(Exact name of registrant as specified in its charter)

Texas	75-0948250
(State of incorporation)	(I.R.S. Employer Identification Number)

University Centre I, Suite 200 1300 South University Dr. Fort Worth, Texas	76107
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code: (817) 810-0095

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Exchange on Which Registered
Common Stock $1.00 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

C. Exhibits Required by Item 601 of Regulation S-K

Exhibit No. 23, Consent of Ernst & Young, LLP filed with Form 10-K on May 27, 2003, is revised and is attached as Exhibit 23 to this Form 10-K/A.

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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 hereunto duly authorized.

	AZZ incorporated (Registrant)
DATE: 9/26/03	By:	/s/ David H. Dingus
		David H. Dingus Principal Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the dates indicated.

/s/ David H. Dingus David H. Dingus, Principal Executive Officer and Director /s/ Dana L. Perry Dana L. Perry, Principal Accounting Officer, Principal Financial Officer, and Director

Daniel E. Berce* Daniel E. Berce, Director Martin C. Bowen* Martin C. Bowen, Director

Dr. H. Kirk Downey* Dr. H. Kirk Downey, Chairman of the Board and Director Daniel R. Feehan* Daniel R. Feehan, Director

Robert H. Johnson, Director Kevern R. Joyce* Kevern R. Joyce, Director

/s/ Sam Rosen Sam Rosen, Director R. J. Schumacher* R. J. Schumacher, Director

W. C. Walker, Director /s/ Dana L. Perry Dana L. Perry, Attorney-in-Fact Under Power of Attorney filed as Exhibit 24 to Form 10-K

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EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements (Form S-3 No. 333-66294) of AZZ incorporated and in the related Prospectus, (Form S-8 No. 33-49164) pertaining to the 1991 Nonstatutory Stock Option Plan of AZZ incorporated, (Form S-8 No. 33-49158) pertaining to the 1991 Incentive Stock Option Plan of AZZ incorporated, (Form S-8 No. 333-92377) pertaining to the Employee Benefit Plan and Trust of AZZ incorporated, (Form S-8 No. 333-31716) pertaining to the Independent Director Share Ownership Plan of AZZ incorporated, (Form S-8 No. 333-38470) pertaining to the 1998 Incentive Stock Option Plan, 1998 Nonstatutory Stock Option Plan and 1997 Nonstatutory Stock Option Grants of AZZ incorporated, (Form S-8 No. 333-48886) pertaining to the 2000 Advisory Director Share Ownership Plan of AZZ incorporated and (Form S-8 No. 333-90968) pertaining to the AZZ incorporated 2001 Long-Term Incentive Plan of our report dated March 28, 2003, with respect to the consolidated financial statements and schedule of AZZ incorporated, included in the Annual Report (Form 10-K) for the year ended February 28, 2003.

/s/ Ernst & Young, LLP

Fort Worth, Texas

September 22, 2003