8-K

UNITED STATES

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):

October 30, 2007

AZZ incorporated

(Exact name of registrant as specified in its charter)

Texas	1-12777	75-0948250
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

University Centre I, Suite 200

1300 South University Drive

Fort Worth, Texas 76107

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 810-0095

None

(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))

Section 7-Regulation FD

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 are materials to be used by representatives of AZZ incorporated, a Texas corporation (the “Company”), in future presentations to the financial community.

Pursuant to General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Form 8-K, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

The information contained herein is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time.

The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although the Company may do so from time to time as management of the Company believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

In connection with such future presentations to the financial community, reconciliations between EBITDA (as defined below) and net income and between Free Cash Flow (as define below) to cash provided by operating activities are provided as follows. As used by the Company, these terms may differ from similarly captioned measures used by other companies.

“EBITDA”, a non-GAAP financial measure, is defined as net income before interest, taxes, depreciation and amortization. The Company presents EBITDA because it considers such information an important supplemental measure of its performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with comparable market capitalization, many of which present EBITDA when reporting their results. The Company also uses EBITDA for the following purposes: (1) the Company’s credit agreement uses EBITDA to measure compliance with covenants, such as fixed charge coverage and debt incurrence; (2) EBITDA is also used by potential lenders to evaluate potential transactions with the Company; and (3) EBITDA is also used by the Company to evaluate and price potential acquisition candidates.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Some of these limitations are: (a) EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital needs, (b) EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on the Company’s debts; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of the Company’s performance. The Company compensates for these limitations by relying primarily on the Company’s GAAP results and using EBITDA only on a supplemental basis.

Free Cash Flow (“FCF”), also a non-GAAP financial measure, is defined as cash provided by operating activities less cash disbursed for capital expenditures. The Company presents FCF because it considers such information an important supplemental measure of performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with comparable market capitalization to the Company, many of which present FCF when reporting their results.

FCF has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. These limitations include that FCF excludes significant cash flows, such as principal payments on debt. Because of these limitations, FCF should not be considered as a principal indicator of the Company’s performance. The Company compensates for these limitations by relying primarily on the Company’s GAAP results and using FCF only on a supplemental basis.

(Financial tables follow.)

2

EBITDA Reconciliation

The reconciliation of EBITDA with net income is as follows (in thousands):

	2/28/03		2/29/04		Actual Year Ended 2/28/05		2/28/06		2/28/07		Projected Year Ended 2/29/08 (Range)
Net Income	$	8,615	$	4,263	$	4,812	$	7,827	$	21,604		$23,800    to    $25,000
Plus:
Income Tax Expense	$	5,280	$	2,614	$	2,594	$	4,204	$	12,910	$	14,300    to    $15,000
Interest Expense	$	3,945	$	2,407	$	1,637	$	1,689	$	1,495	$	1,600    to    $  1,600
Depreciation and Amortization	$	6 ,556	$	5,730	$	5,653	$	5,720	$	6,660	$	8,000    to    $  8,000
EBITDA	$	24,396	$	15,014	$	14,696	$	19,440	$	42,669		$47,700    to    $49,600

Free Cash Flow Reconciliation

The reconciliation of cash flows provided by (used in) operations with free cash flow is as follows (in thousands):

	2/28/03		2/29/04		Actual Year Ended 2/28/05			2/28/06		2/28/07			Projected Year Ended 2/29/08 (Range)
Cash Provided by Operating Activities	$	22,927	$	14,963	$	6,471		$	12,794	$	6,928			$27,500    to     $33,600
Less:
Fixed Asset Purchases for Cash	$	3,959	$	3,645	$	6,649		$	6,602	$	10,659		$	10,500    to    $10,500
Free Cash Flow	$	18,968	$	11,318	$	(178	)	$	6,192	$	(3,371	)		$17,000    to    $23,100

Section 9- Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this Form 8-K.

99.1 AZZ incorporated Presentation*

* Each document marked with an asterisk is filed herewith.

3

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.

Date: October 30, 2007	AZZ incorporated       (Registrant)
		By:	/s/ Dana L. Perry
		Dana L. Perry Senior Vice President Finance Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	AZZ incorporated Presentation*

* Each document marked with an asterisk is filed herewith.

4

EX-99.1

October 2007

NYSE: AZZ

Exhibit 99.1

BUILDING ON SUCCESS

2

Except for the statements of historical fact, this presentation may

contain forward-looking statements that involve risks and uncertainties

some of which are detailed from time to time in documents filed by the

Company with the SEC.  Those risks and uncertainties include, but are

not limited to: changes in demand, prices and raw material costs,

including zinc and natural gas which are used in the hot dip galvanizing

process; changes in the economic conditions of the various markets the

Company serves, foreign and domestic, customer requested delays of

shipments, acquisition opportunities, adequacy of financing, and

availability of experienced management employees to implement the

Company’s growth strategy; and customer demand and response to

products and services offered by the Company.  The Company can give

no assurance that such forward-looking statements will prove to be

correct.  We undertake no obligation to affirm, publicly update or revise

any forward-looking statements, whether as a result of new information,

future events or otherwise.

Forward Looking Statement

BUILDING ON SUCCESS

3

AZZ is a specialty electrical

equipment manufacturer serving the

global markets of power generation,

transmission, distribution and

industrial as well as a leading

provider of hot dip galvanizing

services to the steel fabrication

market nationwide.

Company Overview

BUILDING ON SUCCESS

4

Galvanizing

42%

Galvanizing

42%

Electrical

and

Industrial

58%

Electrical

and

Industrial

58%

FY2007

$260.3

(in millions)

Projected

FY2008

$315 to $325

(in millions)

Total Company

Sales By Segment

BUILDING ON SUCCESS

5

66%

6%

28%

59%

12%

29%

Industrial

Transmission

& Distribution

Power

Generation

FY2007

$260.3

(in millions)

Projected

FY2008

$315 to $325

(in millions)

Total Company

Sales By Market Segment

Industrial Utilization

Federal Reserve Statistical Release

76.0

76.6

77.2

77.4

78.6

78.7

79.0

79.7

79.9

80.3

81.1

79.8

79.6

80.1

80.7

73

74

75

76

77

78

79

80

81

82

Quarter Ending

BUILDING ON SUCCESS

6

Electrical and Industrial Products

BUILDING ON SUCCESS

7

BUILDING ON SUCCESS

8

Electrical and Industrial Products

40%

11%

49%

32%

20%

48%

Industrial

Transmission

& Distribution

Power

Generation

FY2007

$150.3

(in millions)

Projected

FY2008

$185 to $190

(in millions)

Power Generation

BUILDING ON SUCCESS

9

Power Transmission

BUILDING ON SUCCESS

10

Power Distribution

BUILDING ON SUCCESS

11

Industrial / Commercial

BUILDING ON SUCCESS

12

$0

$20

$40

$60

$80

$100

$120

$140

$160

BUILDING ON SUCCESS

Backlog

($ In Millions)

13

BUILDING ON SUCCESS

14

132%

$144.8

$75.4

$99.5

$120.7

1st

Qtr

2008

105%

$149.2

$81.6

$86.0

$144.8

2

nd

Qtr

2008

118%

$120.7

$260.3

$307.2

$73.8

Fiscal

2007

105%

$73.8

$187.2

$196.2

$64.8

Fiscal

2006

Book to

Ship Ratio

Ending

Backlog

Shipments

Bookings

Beginning

Backlog

Backlog

($ In Millions)

BUILDING ON SUCCESS

15

Galvanizing Services

Application:

“After-fabrication”

steel corrosion protection

Locations:

11 14 facilities

in 6 8 states

BUILDING ON SUCCESS

Galvanizing Services

16

BUILDING ON SUCCESS

17

9%

34%

19%

17%

21%

Electrical &

Telecommunications

OEM's

Industrial

Bridge & Highway

Petrochemical

Galvanizing Services

October 2007

NYSE: AZZ

Consolidated Net Sales

($ In Millions)

$152.4

$187.2

$260.3

$315 to $325

$0.0

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2005

2006

2007

2008

Fiscal Year

Actual

Projected

BUILDING ON SUCCESS

19

BUILDING ON SUCCESS

20

Consolidated Net Sales

First Six Months FY08

($ In Millions)

$115.3

$157.0

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

$160.0

$180.0

YTD 8/31/06

YTD 8/31/07

BUILDING ON SUCCESS

$0.44

$0.69

$1.83

$1.95 to

$2.05

$0.00

$0.50

$1.00

$1.50

$2.00

2005

2006

2007

2008

Fiscal year

Actual

Projected

BUILDING ON SUCCESS

Earnings Per Share

(Fully Diluted)

21

BUILDING ON SUCCESS

22

Earnings Per Share

First Six Months FY08

(Fully Diluted)

$0.80

$1.01

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

YTD 8/31/06

YTD 8/31/07

BUILDING ON SUCCESS

Electrical and Industrial

Products

9.2%

14.2%

16.0%

7.2%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

2005

2006

2007

2008

Actual

Projected

Galvanizing Services

20%

29%

23.0%

18.4%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

2005

2006

2007

2008

Actual

Projected

BUILDING ON SUCCESS

Operating Margins

23

BUILDING ON SUCCESS

24

Operating Margins

First Six Months FY08

Electrical and Industrial

Products

13.6%

16.6%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

YTD 8/31/06

YTD 8/31/07

Galvanizing Services

31.8%

25.1%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

YTD 8/31/06

YTD 8/31/07

BUILDING ON SUCCESS

Cash Provided By Operations/

EBITDA/Free Cash Flow

($ In Millions)

($5.0)

$5.0

$15.0

$25.0

$35.0

$45.0

$55.0

2003

2004

2005

2006

2007

2008

Fiscal Year

Cash Pro.  By Oper.

Free Cash Flow

EBITDA

Projected

BUILDING ON SUCCESS

Total Bank Debt/Long Term

Debt to Equity

($ In Millions)

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

2002

2003

2004

2005

2006

2007

2008

0

0.2

0.4

0.6

0.8

1

1.2

Debt

Debt to Equity Ratio

BUILDING ON SUCCESS

26

Projected

Fiscal Year

Capital Expenditures/

Depreciation

$6.6

$6.6

$11.4

$10.0

$5.7

$5.6

$6.7

$8.0

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

2005

2006

2007

Projected

2008

Capital Expenditures

Depreciation

Projected CE

Projected Depr.

BUILDING ON SUCCESS

($ In Millions)

Return On Assets

Electrical and Industrial

Products

9%

14%

22%

0%

5%

10%

15%

20%

25%

2005

2006

2007

Galvanizing Services

21.0%

27%

49%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

2005

2006

2007

BUILDING ON SUCCESS

28

NYSE: AZZ