<PAGE>

                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended November 30, 1999            OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     Commission file number 1-9102

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

        Delaware                                        77-0100596
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                           245 South Los Robles Avenue
                               Pasadena, CA 91101
              (Address and Zip Code of principal executive offices)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                         Name of each exchange
    Title of each class                                   on which registered
----------------------------                            -----------------------
Common Stock $2.50 par value                            New York Stock Exchange


SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  None


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No ___
                                              ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  X
                             ---

         The Registrant estimates that as of February 14, 2000 the aggregate
market value of the shares of its Common Stock, $2.50 par value, held by
non-affiliates of the Registrant (that is, shares beneficially owned by other
than executive officers and directors) was in excess of $138 million.

         On February 14, 2000 there were 3,991,912 shares of Common Stock, $2.50
par value outstanding. This is the only class of Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

1. PORTIONS OF AMERON'S 1999 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND IV).

2. PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 2000 ANNUAL MEETING OF
   STOCKHOLDERS (PART III).


<PAGE>

                                     PART I
                        AMERON INTERNATIONAL CORPORATION

AMERON INTERNATIONAL CORPORATION, a Delaware corporation, and its consolidated
subsidiaries are collectively referred to herein as "Ameron", the "Company", the
"Registrant" or the "Corporation" unless the context clearly indicates
otherwise. The business of the Company has been divided into business segments
in Item 1(c)(1). Substantially all activities relate to the manufacture of
highly engineered products for sale to the industrial, chemical, energy and
construction markets. All references to "the year" or "the fiscal year" pertain
to the twelve months ended November 30, 1999. All references to the "Annual
Report" pertain to the Company's 1999 Annual Report to Stockholders.


ITEM 1 - BUSINESS

(a)       GENERAL DEVELOPMENT OF BUSINESS.

          Although the Company's antecedents date back to 1907, it evolved
          directly from the merger of two separate firms in 1929, resulting in
          the incorporation of American Concrete Pipe Co. on April 22, 1929.
          Various name changes occurred between that time and 1942, at which
          time the Company's name became American Pipe and Construction Co. By
          the late 1960s the Company was almost exclusively engaged in
          manufacturing and had expanded its product lines to include not only
          concrete and steel pipe but also high-performance protective coatings,
          ready-mix concrete, aggregates and reinforced thermosetting resin pipe
          and fittings.

          At the beginning of 1970, the Company's name was changed to Ameron,
          Inc. In the meantime, other manufactured products had been added to
          its product lines. These included concrete and steel poles for street
          and area lighting, and steel poles for traffic signals.

          In 1996, the Company's name was changed to Ameron International
          Corporation in order to better reflect its expanded, global focus.
          Also in 1996, the Company acquired assets of Centron, a leading
          manufacturer of fiberglass pipe for the worldwide oil field market, as
          well as the worldwide Devoe marine coatings business of Imperial
          Chemical Industries Plc ("ICI"). In 1998, the Company acquired the
          protective coatings and light industrial product finishes businesses
          of Croda International Plc in the United Kingdom, Australia and New
          Zealand.

          Further details or commentary on the year's operations can be found in
          the Annual Report, which is Exhibit 13 to this report on Form 10-K,
          and which should be read in conjunction with this report.

(b)       FINANCIAL INFORMATION AS TO INDUSTRY SEGMENTS.

          The information contained in Notes (1), (6) and (18) of Notes to
          Consolidated Financial Statements on pages 30, 31, 32, 33, 40 and 41
          of the Annual Report is incorporated herein by reference.

(c)       NARRATIVE DESCRIPTION OF BUSINESS.

          (1)      For geographical and operational convenience, the Company is
                   organized into divisions. These divisions are combined into
                   the following groups serving the following-described industry
                   segments.


                                        1

<PAGE>

       a)     The Coatings Group develops, manufactures and markets
              high-performance coatings and surfacer systems on a world-wide
              basis. These products are utilized for the preservation of
              structures, such as metallic and concrete facilities and
              equipment, to prevent their degradation by corrosion, abrasion,
              marine fouling and other forms of chemical and physical attack.
              The primary markets served include marine, offshore,
              petrochemical, power generation, petroleum, chemical, steel, pulp
              and paper, railroad, bridges, mining, metal processing and
              original equipment manufacturing. These products are marketed by
              direct sales, as well as through manufacturers' representatives,
              distributors and licensees. Competition is based upon quality,
              price and service. Manufacture of these products is carried out in
              the Company's plant in Arkansas, by wholly-owned subsidiaries in
              The Netherlands, the United Kingdom, Australia and New Zealand, by
              jointly-owned operations in Mexico and Saudi Arabia and by various
              third-party licensees.

       b)     The Fiberglass - Composite Pipe Group develops, manufactures and
              markets filament-wound and molded fiberglass pipe and fittings.
              These products are used by a wide range of process industries,
              including industrial, petroleum, chemical processing and
              petrochemical industries, for service station replacement piping
              systems, aboard marine vessels and on offshore oil platforms, and
              are marketed as an alternative to metallic piping systems which
              ultimately fail under corrosive operating conditions. These
              products are marketed by direct sales, as well as through
              manufacturers' representatives, distributors and licensees.
              Competition is based upon quality, price and service. Manufacture
              of these products is carried out in the Company's plants in Texas
              and Georgia, by its wholly-owned domestic subsidiary, Centron
              International Inc. ("Centron"), at its plant in Texas, by
              wholly-owned subsidiaries in The Netherlands, Singapore, and
              Malaysia, by a jointly-owned affiliate in Saudi Arabia and by
              third-party licensees.

       c)     The Concrete & Steel Pipe Group supplies products and services
              used in the construction of water pipelines. Five plants are
              located in Arizona and California. Also included within this
              group is American Pipe & Construction International, a
              wholly-owned subsidiary, with two plants in Colombia. These
              plants manufacture concrete cylinder pipe, prestressed concrete
              cylinder pipe, steel pipe and reinforced concrete pipe for
              water transmission, storm and industrial waste water and sewage
              collection. These products are marketed by direct selling using
              the Company's own personnel and by competitive bidding.
              Customers include local, state and federal agencies, developers
              and general contractors. Normally no one customer or group of
              customers will account for sales equal to or greater than 10
              percent of the Company's consolidated revenue. However,
              occasionally, when more than one unusually large project is in
              progress, combined sales to all U.S. government agencies and/or
              general contractors for those agencies can reach those
              proportions. Besides competing with several other welded steel
              pipe and concrete pipe manufacturers located in the market
              area, alternative products such as ductile iron, asbestos
              cement, and clay pipe compete with the Company's concrete and
              steel pipe products, but ordinarily these other materials do
              not offer the full diameter range produced by the Company.
              Principal methods of competition are price, delivery schedule
              and service. The Company's technology is used in the Middle
              East through affiliated companies. This segment also includes
              the manufacturing and marketing on a world-wide basis through
              direct sales and manufacturing representatives of polyvinyl
              chloride and polyethylene sheet lining for the protection of
              concrete pipe and cast-in-place concrete structures from the
              corrosive effects of sewer gases, acids and industrial
              chemicals. Competition is based upon quality, price and
              service. Manufacture of this product is carried out in the
              Company's plant in California. This segment also includes
              engineered design, fabrication and direct sale of specialized
              proprietary equipment which is outside the regular business of
              the other segments of the Company's businesses. Competition for
              such work is based upon quality, price and service. Manufacture
              of such equipment is carried out in the Company's plant in
              California.

                                        2

<PAGE>

       d)     The Construction & Allied Products Group includes the Ameron
              Hawaii Division, which supplies ready-mix concrete, crushed and
              sized basaltic aggregates, dune sand, concrete pipe and box
              culverts, primarily to the construction industry in Hawaii.
              These products are marketed through direct sales. Ample raw
              materials are available locally in Hawaii. As to rock products,
              the Company has exclusive rights to a quarry containing many
              years' reserves. There is only one major source of supply for
              cement in Hawaii. Within the market area there are competitors
              for each of the segment's products. No single competitor offers
              the full range of products sold by the Company in Hawaii. The
              principal methods of competition are based upon quality, price
              and service. An appreciable portion of the segment's business
              is obtained through competitive bidding. This segment also
              includes the operations of the Pole Products Division, which
              manufactures and markets concrete and steel poles for highway,
              street and outdoor area lighting and for traffic signals. Sales
              are nationwide, but with a stronger concentration in the western
              states. Marketing is handled by the Company's own sales force
              and by outside sales agents. Competition for such products is
              mainly based on price and quality, but with some consideration
              for service and delivery. Manufacture of these products is
              carried out in two plants in California, as well as plants in
              Washington and Oklahoma.

       e)     Except as individually shown in the above descriptions of industry
              segments, the following comments or situations apply to all
              segments:

              (i)    Because of the number of manufacturing locations and the
                     variety of raw materials essential to the business, no
                     critical situations exist with respect to supply of
                     materials. The Company has multiple sources for raw
                     materials. The effects of increases in costs of energy are
                     being mitigated to the extent practical through
                     conservation and through addition or substitution of
                     equipment to manage the use and reduce consumption of
                     energy.

              (ii)   The Company owns certain patents and trademarks, both U.S.
                     and foreign, related to its products. The Company licenses
                     its patents, trademarks, know-how and technical assistance
                     to various of its subsidiary and affiliated companies and
                     to various third-party licensees. It licenses these
                     proprietary items to some extent in the U.S., and to a
                     greater degree abroad. These patents, trademarks, and
                     licenses do not constitute a material portion of the
                     Company's total business. No franchises or concessions
                     exist.

              (iii)  Many of the Company's products are used in connection with
                     capital goods, water and sewage transmission and
                     construction of capital facilities. Favorable or adverse
                     effects on general sales volume and earnings can result
                     from weather conditions. Normally, sales volume and
                     earnings will be lowest in the first fiscal quarter.
                     Seasonal effects simply accelerate or slow the business
                     volume and normally do not bring about severe changes in
                     full-year activity.

              (iv)   With respect to working capital items, the Company does not
                     encounter any requirements which are not common to other
                     companies engaged in the same industries. No unusual
                     amounts of inventory are required to meet seasonal delivery
                     requirements. All of the Company's industry segments turn
                     their inventory between three and eight times annually.
                     Average days' sales in accounts receivable range between 41
                     and 108 for all segments.

              (v)    The value of backlog orders at November 30, 1999 and 1998
                     by industry segment is shown below. A substantial portion
                     of the November 30, 1999 backlog is expected to be billed
                     and recorded as sales during the fiscal year 2000.


                                        3

<PAGE>

<TABLE>
<CAPTION>

          INDUSTRY SEGMENT                                   1999                1998
          ----------------                                 ---------           --------
                                                                  (in thousands)
<S>                                                        <C>                 <C>
Coatings Group                                             $  4,599            $  5,355
Fiberglass - Composite Pipe Group                            29,924              25,721
Concrete & Steel Pipe Group                                  84,264             135,152
Construction & Allied Products Group                         18,167              20,623
                                                           --------            --------

         Total                                             $136,954            $186,851
                                                           ========            ========
</TABLE>

         (vi)     There was no significant change in competitive conditions or
                  the competitive position of the Company in the industries and
                  localities in which it operates. There is no knowledge of any
                  competitive situation which would be material to an
                  understanding of the business.

         (vii)    Sales contracts in all of the Company's business segments
                  normally consist of purchase orders, which in some cases are
                  issued pursuant to master purchase agreements. Longer term
                  contracts seldom involve commitments of more than one year by
                  the Company, and exceptions are not deemed material by
                  management. Payment is normally due from 30 to 60 days after
                  shipment, with progress payments prior to shipment in some
                  circumstances. It is the Company's practice to require letters
                  of credit prior to shipment of foreign orders, subject to
                  limited exceptions. The Company does not typically extend
                  long-term credit to purchasers of its products.

(2)  a)   Approximate expense during each of the last three fiscal years for
          Research and Development costs is shown under the caption in Note (1)
          of Notes to Consolidated Financial Statements on page 30 of the Annual
          Report, which information is incorporated herein by reference.

     b)   The Company's business is not dependent on any single customer or few
          customers, the loss of any one or more of whom would have a material
          adverse effect on its business.

     c)   For many years the Company has been consistently installing or
          improving devices to control or eliminate the discharge of pollutants
          into the environment. Accordingly, compliance with federal, state, and
          locally enacted provisions relating to protection of the environment
          is not having, and is not expected to have, a material effect upon the
          Company's capital expenditures, earnings, or competitive position.

     d)   At year-end the Company and its consolidated subsidiaries employed
          approximately 3,100 persons. Of those, approximately 1,000 covered by
          labor union contracts. There are five separate bargaining agreements
          subject to renegotiation in 2000.

(d)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
     SALES.

     The information contained in Notes (1), (6) and (18) of Notes to
     Consolidated Financial Statements on pages 30, 31, 32, 33, 40 and 41 of the
     Annual Report is incorporated herein by reference.


                                        4

<PAGE>

     Export sales in the aggregate from U.S. operations during the last three
fiscal years were:

<TABLE>
<CAPTION>
                                                   IN THOUSANDS
                                                   ------------
                           <S>                     <C>
                           1999                       $ 22,697
                           1998                         34,350
                           1997                         38,815
</TABLE>


ITEM 2 - DESCRIPTION OF PROPERTY

(a)      The location and general character of principal plants and other
         materially important physical properties used in the Company's
         operations are tabulated below. Property is owned in fee simple
         except where otherwise indicated by footnote. In addition to the
         property shown, the Company owns vacant land adjacent to or in the
         proximity of some of its operating locations and holds this property
         available for use when it may be needed to accommodate expanded or
         new operations. Property listed does not include any temporary
         project sites which are generally leased for the duration of the
         respective projects. With the exception of the Kailua, Oahu
         property, shown under the Construction & Allied Products industry
         segment, there are no material leases with respect to which
         expiration or inability to renew would have any material adverse
         effect on the Company's operations. The lease term on the Kailua
         property extends to the year 2052. Kailua is the principal source of
         quarried rock and aggregates for the Company's operations on Oahu,
         Hawaii and, in management's opinion, reserves are adequate for its
         requirements during the term of the lease.

(b)      The Company believes that its existing facilities are adequate for
         current and presently foreseeable operations. Because of the cyclical
         nature of certain of the Company's operations, and the substantial
         amounts involved in some individual orders, the level of utilization of
         particular facilities may vary significantly from time to time in the
         normal course of operations.

INDUSTRY SEGMENT - GROUP

     DIVISION - LOCATION                                         DESCRIPTION
     -------------------                                         -----------
COATINGS GROUP

     Coatings division - USA
         Brea, CA                                         Office, Laboratory
         Little Rock, AR                                       Office, Plant

     Ameron B.V.
         Geldermalsen, The Netherlands                         Office, Plant
         Huthwaite, UK                                         Office, Plant

     Ameron (UK) Limited
         Hull, UK                                              Office, Plant

     Ameron (Australia) Pty. Limited
         Sydney, Australia                                     Office, Plant
         Adelaide, Australia                                           Plant


                                        5

<PAGE>

     Ameron (New Zealand) Limited
         Auckland, New Zealand                                 Office, Plant

FIBERGLASS - COMPOSITE PIPE GROUP

     Fiberglass Pipe division - USA
         Houston, TX                                                 *Office
         Burkburnett, TX                                       Office, Plant

     Ameron Composites Inc.
         Newnan, GA                                            Office, Plant

     Centron International, Inc.
         Mineral Wells, TX                                     Office, Plant

     Ameron B.V.
         Geldermalsen, The Netherlands                         Office, Plant

     Ameron (Pte) Ltd.
         Singapore                                             *Office, Plant

     Ameron Malaysia Sdn. Bhd.
         Malaysia                                              *Office, Plant

CONCRETE AND STEEL PIPE GROUP

         Rancho Cucamonga, CA                                         *Office
         Etiwanda, CA                                           Office, Plant
         Fontana, CA                                            Office, Plant
         Lakeside, CA                                           Office, Plant
         Phoenix, AZ                                            Office, Plant
         Tracy, CA                                              Office, Plant

     Protective Linings division
         Brea, CA                                               Office, Plant

     Fabrication Plant
         South Gate, CA                                         Office, Plant

     American Pipe & Construction International
         Bogota, Colombia                                       Office, Plant
         Cali, Colombia                                                 Plant

CONSTRUCTION & ALLIED PRODUCTS GROUP

     Hawaii division
         Honolulu, Oahu, HI                                    *Office, Plant
         Kailua, Oahu, HI                                      *Plant, Quarry
         Barbers Point, Oahu, HI                                Office, Plant
         Puunene, Maui, HI                             *Office, Plant, Quarry


                                        6

<PAGE>

     Pole Products division

         Ventura, CA                                                  *Office
         Fillmore, CA                                           Office, Plant
         Oakland, CA                                                   *Plant
         Everett, WA                                           *Office, Plant
         Tulsa, OK                                             *Office, Plant

CORPORATE

     Corporate Headquarters
     Pasadena, CA                                                     *Office

     Corporate Research & Engineering
         South Gate, CA                                    Office, Laboratory

*Leased


ITEM 3 - LEGAL PROCEEDINGS

An action was filed in 1992 in the U.S. District for the District of Arizona by
the Central Arizona Water Conservation District ("CAWCD") seeking damages
against several parties, including the Company and the Company's customer, Peter
Kiewit Sons' Company ("Kiewit"), in connection with six prestressed concrete
pipe siphons furnished and installed in the 1970's as part of the Central
Arizona Project ("CAP"), a federal project to bring water from the Colorado
River to Arizona. The CAWCD also filed separate actions against the U.S. Bureau
of Reclamation ("USBR") in the U.S. Court of Claims and with the Arizona
Projects Office of the USBR in connection with the CAP siphons. The CAWCD
alleged that the six CAP siphons were defective and that the USBR and the
defendants in the U.S. District Court action were liable for the repair or
replacement of those siphons at a claimed estimated cost of $146.7 million. On
September 14, 1994 the U.S. District granted the Company's motion to dismiss the
CAWCD action and entered judgment against the CAWCD and in favor of the Company
and its co-defendants. CAWCD has filed a notice of appeal with the Ninth Circuit
Court of Appeals.

Separately, on September 28, 1995 the Contracting Officer for the USBR issued a
final decision claiming for the USBR approximately $40 million in damages
against Kiewit, based in part on the Contracting Officer's finding that the
siphons supplied by the Company were defective. That claim amount is considered
by the Company to be duplicative of the damages sought by the CAWCD for the
repair or replacement of the siphons in its aforementioned action in the U.S.
District for the District of Arizona. The Contracting Officer's final decision
has been appealed by Kiewit to the U.S. Department of the Interior Board of
Contract Appeals ("IBCA"). The Company is actively cooperating with, and
assisting, Kiewit in the administrative appeal of that final decision before the
IBCA.

The Company internally, as well as through independent third party
consultants, has conducted engineering analyses regarding the allegations
that the CAP siphons were defective and believes that the siphons were
manufactured in accordance with the project specifications and other contract
requirements, and therefore it is not liable for any claims relating to the
siphons, whether by the CAWCD or by the USBR. The Company believes that it
has meritorious defenses to these actions and that resultant liability, if
any, should not have a material effect on the financial position of the
Company or its results of operations.

                                        7

<PAGE>

In addition, certain other claims, suits and complaints, which arise in the
ordinary course of business, have been filed or are pending against the
Company. Management believes that these matters, and the matters discussed
above, are either adequately reserved, covered by insurance, or would not
have a material effect on the financial position of the Company and its
results of operations if disposed of unfavorably. It is difficult to estimate
with any certainty the total cost of remediation, the timing and extent of
remedial actions required by governmental authorities, and the amount of the
Company's liability, if any, in proportion to that of other potentially
responsible parties. The Company is also subject to federal, state and local
laws and regulations concerning the environment and is currently
participating in administrative proceedings at several sites under these
laws. While the Company finds it difficult to estimate with any certainty the
total cost of remediation at the several sites, on the basis of currently
available information and reserves provided, the Company believes that the
outcome of such environmental regulatory proceedings will not have a material
effect on the Company's financial position or its results of operations.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(Not Applicable)

ITEM 4A - EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth information with respect to individuals who served as
executive officers as of November 30, 1999 and who are not directors of the
Company. All executive officers are appointed by the Board of Directors to serve
at the discretion of the Board of Directors.

<TABLE>
<CAPTION>

     NAME                      AGE             TITLE AND YEAR ELECTED AS OFFICER
------------------             ---          -------------------------------------
<S>                            <C>          <C>                                                <C>
Thomas P. Giese                55           Vice President; Group President Concrete
                                            & Steel Pipe Group                                 1997

James R. McLaughlin            52           Vice President & Treasurer                         1997

Gordon G. Robertson            60           Vice President; Group President
                                            Fiberglass - Composite Pipe Group                  1997

Dennis L. Shogren              46           Vice President, Controller                         1999

Javier Solis                   53           Senior Vice President of Administration,
                                            Secretary & General Counsel                        1984

Gary Wagner                    48           Senior Vice President & Chief Financial
                                            Officer                                            1990

Robert F. Wilkinson            60           Vice President; President Ameron Hawaii
                                            & Pole Products Division                           1997
</TABLE>

                                        8

<PAGE>

All of the executive officers named above have held high level managerial or
executive positions with the Company for more than the past five years except
Messrs. Shogren and Wilkinson.

Mr. Shogren joined the Company in 1997 as Director of Finance and Administration
for the Concrete & Steel Pipe Group. In 1999 he was named Vice President,
Controller. Prior to joining the Company, he served in senior accounting and
finance positions with Corning, Inc. and Manufacturing Technology, Inc.

Mr. Wilkinson joined the Company in 1996 and was named President of Ameron
Hawaii in December of that year. In 1998, he was also named President of the
Pole Products Division. Prior to that time he served as President and Chief
Executive Officer of Sinclair Paint Company and as President and Chief Operating
Officer of Frazee Paint Company.


                                     PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

The Common Stock, $2.50 Par Value, of the Company, its only outstanding class of
common equity, is traded on the New York Stock Exchange, the only exchange on
which it is presently listed. On February 8, 2000, there were 1,420 stockholders
of record of such stock.

Dividends have been paid each quarter during the prior two years and for many
years in the past. Information as to the amount of dividends paid during the
reporting period and the high and low prices of the Company's Common Stock
during that period are set out under the caption Quarterly Financial Data shown
on page 40 of the Annual Report, which information is incorporated herein by
reference.

Terms of lending agreements which place restrictions on cash dividends are
discussed in Note (11) of Notes to Consolidated Financial Statements on pages 34
and 35 of the Annual Report, which are incorporated herein by reference.


ITEM 6 - SELECTED FINANCIAL DATA

The information required by this item is contained in the Selected Consolidated
Financial Information shown on page 20 of the Annual Report, which information
is incorporated herein by reference.


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The information required by this item is contained in the Ameron
International 1999 Financial Overview on pages 21-24 of the Annual Report,
which information is incorporated herein by reference.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information required by this Item is contained on page 24 of the Annual
Report under the caption Market Risks and is incorporated herein by reference.


                                        9

<PAGE>


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements for the year ended November 30, 1999,
the report thereon of Deloitte & Touche LLP dated January 24, 2000 and Notes
to Consolidated Financial Statements comprising pages 25 through 42 of the
Annual Report, are incorporated herein by reference.  The Consolidated
Financial Statements for the years ended November 30, 1998 and 1997 and the
Notes to such financial statements are also included on pages 25 through 42
of the Annual Report and are incorporated herein by reference.  The report
of Arthur Andersen LLP dated January 21, 1999, on such 1998 and 1997
financial statements, is included herein as Exhibit 99.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Effective June 23, 1999, the Company replaced Arthur Andersen LLP ("AA") as its
independent accountants.

The reports of AA on the Company's financial statements for fiscal years 1998
and 1997 did not contain an adverse opinion or a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.

The decision to replace AA was recommended by the Company's Audit Committee and
approved by its Board of Directors.

During fiscal years 1998 and 1997 and the subsequent interim periods, there were
no disagreements with AA on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of AA would have caused it to
make reference to the subject matter of the disagreement(s) in connection with
its report.

During fiscal years 1998 and 1997 there were no reportable events (as defined in
Item 304(a)(1)(v) of Securities and Exchange Commission Regulation S-K).

Effective, June 23, 1999, the Board of Directors of the Company engaged Deloitte
& Touche LLP as the principal accountants to audit the Company's financial
statements for the fiscal year ended November 30, 1999. No other event requiring
disclosure has occurred.


                                       10

<PAGE>

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to the directors is contained under the section
entitled, "Election of Directors" in the Company's Proxy Statement which was
filed on February 22, 2000 in connection with the Annual Meeting of Stockholders
to be held on March 22, 2000. Such information is incorporated herein by
reference.

Information with respect to the executive officers who are not directors of the
Company is located in Part I, Item 4A of this report.


ITEM 11 - EXECUTIVE COMPENSATION*


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT*


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*

*The information required by Items 11, 12 and 13 is contained in the Company's
Proxy Statement which was filed on February 22, 2000 in connection with the 2000
Annual Meeting of Stockholders to be held on March 22, 2000. Such information is
incorporated herein by reference.


                                       11

<PAGE>

                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A)  (1)  FINANCIAL STATEMENTS:

          The financial statements to be filed hereunder are cross-referenced,
          in the index immediately following, to the Annual Report, as to
          sections incorporated herein by reference.


                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                          Page Reference
                            Statement                                    to Annual Report
                            ---------                                    ----------------
<S>                                                                      <C>
         Consolidated Statements of Operations for the years
         ended November 30, 1999, 1998 and 1997                                 25

         Consolidated Balance Sheets at November 30, 1999
         and 1998                                                             26-27

         Consolidated Statements of Cash Flows for the years
         ended November 30, 1999, 1998 and 1997                                 28

         Consolidated Statements of Stockholders' Equity
         for the years ended November 30, 1999, 1998 and 1997                   29

         Consolidated Statements of Comprehensive Income
         for the years ended November 30, 1999, 1998 and 1997                   29

         Notes to Consolidated Financial Statements                           30-41
</TABLE>

         (i)      Summarized information as to the financial condition and
                  results of operations for Ameron Saudi Arabia, Ltd.,
                  Bondstrand, Ltd, Oasis-Ameron, Ltd. and TAMCO are presented in
                  Note (6) of Notes to Consolidated Financial Statements on
                  pages 32-33 of the Annual Report, which information is
                  incorporated herein by reference.

(a)(2)   FINANCIAL STATEMENT SCHEDULES:

         The following additional financial data should be read in conjunction
         with the consolidated financial statements in the 1999 Annual Report.
         Schedules not included with this additional financial data have been
         omitted because they are either not applicable, not required, not
         significant, or the required information is provided in the
         consolidated financial statements or notes thereto.


                                       12

<PAGE>

<TABLE>
<CAPTION>

     Schedule     Schedules of Ameron International and Subsidiaries
     --------     --------------------------------------------------
<S>               <C>
                  Report of Independent Public Accountants
        II        Valuation and Qualifying Accounts and Reserves


(a)(3) EXHIBITS

         3(i)     Certificate of Incorporation
         3(ii)    Bylaws
         4        Instruments Defining the Rights of Security Holders,
                  Including Indentures
         10       Material Contracts
         13       Annual Report
         21       Subsidiaries of the Registrant
         23       Consent of Independent Public Accountants
         99       Report of Previous Independent Public Accountants
</TABLE>

(b)  REPORTS ON FORM 8-K

     One report on Form 8-K was filed by the Company during the last quarter of
     the fiscal year ending November 30, 1999 as follows:

         September 29, 1999 reporting under Item 5, the financial results for
         the Company's third quarter ended August 31, 1999



                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Ameron International Corporation:

We have audited the consolidated financial statements of Ameron International
Corporation and subsidiaries (the "Company") as of November 30, 1999, and for
the year then ended, and have issued our report thereon dated January 24,
2000.  Such financial statements and report are included in your 1999 Annual
Report to Shareholders and are incorporated herein by reference.  Our audit
also included the financial statement schedule for the year ended November
30, 1999 listed in Item 14(a)2.  This financial statement schedule is the
responsibility of the Company's management.  Our responsibility is to express
an opinion based on our audit.  In our opinion, such financial statement
schedule, when considered in relation to the basic 1999 financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.

Deloitte & Touche LLP
Los Angeles, California
January 24, 2000


                                       13

<PAGE>

                AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      FOR THE YEAR ENDED NOVEMBER 30, 1999
                                 (In thousands)


<TABLE>
<CAPTION>
                                                        Addi-            Deduc-
                                                        tions            tions,
                                      Balance          Charged            Pay-           Reclas-
                                         at               to             ments           sifica-          Balance
                                       Begin-           Costs             and             tions              at
                                        ning             and             Write-            and              End
   Classification                     of Year          Expense            offs            Others          of Year
---------------------------------    ---------        ---------        ---------         --------        ----------
<S>                                  <C>              <C>              <C>               <C>             <C>

                                        DEDUCTED FROM ASSET ACCOUNTS

Allowance for
  doubtful accounts                   $ 5,106           $4,628          $(2,490)          $ (307)         $ 6,937

Reserve for realization
  of investments in
  affiliates                           18,986            5,702                -                -           24,688

Reserve for write-down
  of assets related to
  certain foreign
  affiliates                            2,968                -             (270)               -            2,698


                                      INCLUDED IN CURRENT LIABILITIES

Reserve for pending
  claims and litigation               $ 4,413           $1,609          $(1,873)          $  159          $ 4,308

Severance reserve                       1,322                -           (1,318)              (4)               -

Reserve associated with
  acquisition                           2,259              334           (1,723)            (740)             130

Other reserves                            243              778              795             (104)             122

Reserve for self-insured
  programs                              3,843            2,831           (1,785)            (650)           4,239


                                     INCLUDED IN LONG-TERM LIABILITIES

Reserve for pending
  claims and litigation               $11,724           $4,910          $(4,572)               -          $12,062

Other reserves                            560              238             (161)              13              650

Reserve for self-insured
  programs                              7,171                -                -             (171)           7,000
</TABLE>

                                       14

<PAGE>

                AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      FOR THE YEAR ENDED NOVEMBER 30, 1998
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Addi-            Deduc-
                                                        tions            tions,
                                      Balance          Charged            Pay-           Reclas-
                                         at               to             ments           sifica-          Balance
                                       Begin-           Costs             and             tions              at
                                        ning             and             Write-            and              End
   Classification                     of Year          Expense            offs            Others          of Year
---------------------------------    ---------        ---------        ---------         --------        ----------
<S>                                  <C>              <C>              <C>               <C>             <C>

                                                 DEDUCTED FROM ASSET ACCOUNTS
Allowance for
  doubtful accounts                   $ 5,402          $ 2,169          $(2,590)           $ 125          $ 5,106

Reserve for realization
  of investments in
  affiliates                           11,295           13,164           (5,473)               -           18,986

Reserve for write-down
  of assets related to
  certain foreign
  affiliates                            3,853                -             (885)               -            2,968


                                               INCLUDED IN CURRENT LIABILITIES
Reserve for pending
  claims and litigation               $ 3,342          $ 2,314          $(1,244)           $   1          $ 4,413

Severance reserve                           -            2,500           (1,178)               -            1,322

Reserve associated with
  acquisition                               -            4,594           (2,359)              24            2,259

Other reserves                            376              495             (594)             (34)             243

Reserve for self-insured
  programs                              2,053            5,341           (4,139)             588            3,843


                                              INCLUDED IN LONG-TERM LIABILITIES
Reserve for pending
  claims and litigation               $15,887          $   304          $(4,467)           $   -          $11,724

Other reserves                             41              767             (256)               8              560

Reserve for self-insured
  programs                              7,671                -                -             (500)           7,171

</TABLE>
                                       15


<PAGE>

                AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      FOR THE YEAR ENDED NOVEMBER 30, 1997
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Addi-            Deduc-
                                                        tions            tions,
                                      Balance          Charged            Pay-           Reclas-
                                         at               to             ments           sifica-          Balance
                                       Begin-           Costs             and             tions              at
                                        ning             and             Write-            and              End
   Classification                     of Year          Expense            offs            Others          of Year
---------------------------------    ---------        ---------        ---------         --------        ----------
<S>                                  <C>              <C>              <C>               <C>             <C>

                                                 DEDUCTED FROM ASSET ACCOUNTS
Allowance for
  doubtful accounts                   $ 5,939          $1,798           $(1,692)          $(643)          $ 5,402

Reserve for realization
  of investments in
  affiliates                            9,595           1,700                 -               -            11,295

Reserve for write-down
  of assets related to
  certain foreign
  affiliates                            3,853               -                 -               -             3,853


                                               INCLUDED IN CURRENT LIABILITIES
Reserve for pending
  claims and litigation               $ 5,188          $1,409           $(3,140)          $(115)          $ 3,342

Restructuring reserve                     346              62              (410)              2                 -

Other reserves                            679             620              (938)             15               376

Reserve for self-insured
  programs                              6,317             443            (4,010)           (697)            2,053


                                              INCLUDED IN LONG-TERM LIABILITIES
Reserve for pending
  claims and litigation               $14,927          $1,850           $  (947)          $  57           $15,887

Other reserves                              -             125               (84)              -                41

Reserve for self-insured
  programs                              6,771               -                 -             900             7,671
</TABLE>

                                       16

<PAGE>

Pursuant to the requirements of Section 13 or 15(d) 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


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

Date:  February 25, 2000

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

<TABLE>

<S>                               <C>                                                  <C>
/s/ JAMES S. MARLEN               Director, Chairman of the Board,                     February 25, 2000
----------------------------      President and Chief Executive Officer
James S. Marlen                   (Principal Executive Officer)


/s/ GARY WAGNER                   Senior Vice President & Chief                        February 25, 2000
-----------------------------     Financial Officer, (Principal Financial
Gary Wagner                       & Accounting Officer)


/s/ PETER K. BARKER               Director                                             February 25, 2000
-----------------------------
Peter K. Barker


/s/ STEPHEN W. FOSS               Director                                             February 28, 2000
-----------------------------
Stephen W. Foss


/s/ J. MICHAEL HAGAN              Director                                             February 25, 2000
-----------------------------
J. Michael Hagan


/s/ TERRY L. HAINES               Director                                             February 25, 2000
------------------------------
Terry L. Haines


/s/ JOHN F. KING                  Director                                             February 25, 2000
------------------------------
John F. King


/s/ ALAN L. OCKENE                Director                                             February 25, 2000
------------------------------
Alan L. Ockene


/s/ RICHARD J. PEARSON            Director                                             February 25, 2000
------------------------------
Richard J. Pearson


/s/ JOHN E. PEPPERCORN            Director                                             February 26, 2000
------------------------------
John E. Peppercorn
</TABLE>

                                       17