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United States
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                  |                                                                                         
|------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended November 30, 2002
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-9102

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

|Delaware(State of Incorporation)                                                                    |  | 77-0100596(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|245 South Los Robles Avenue
Pasadena, CA 91101(Address and Zip Code of principal executive offices)

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

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

|Title of each classCommon Stock $2.50 par value |  | Name of each exchange on which registeredNew 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 ý    No o

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. o

The
Registrant estimates that as of February 11, 2003 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 $197 million.

On
February 11, 2003 there were 3,950,312 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 2002 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND IV).

2.    PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 2003 ANNUAL MEETING OF STOCKHOLDERS (PART III).

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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
12 months ended November 30, 2002. All references to the "Annual Report" pertain to the Company's 2002 Annual Report to Stockholders.

ITEM 1BUSINESS





1

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2

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Segment

2002

2001(in thousands)Performance Coatings & Finishes Group

$
5,461

$
3,593Fiberglass-Composite Pipe Group


32,687


25,334Water Transmission Group


151,523


92,194Infrastructure Products Group


26,495


22,815Total

$
216,166

$
143,936




3

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|(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 32 of the Annual Report,
and 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 2,800 persons. Of those, approximately 700 were covered by labor union contracts. There are four separate bargaining agreements subject to renegotiation in
2003.                                                                                                                                                                        



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

In thousands2002

$
26,3722001


35,9522000


30,665


ITEM 2PROPERTIES

4

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|Industry SegmentGroupDivision
            Location |                                            | Description                  
|--------------------------------------------------- | ------------------------------------------ | -----------------------------
|PERFORMANCE COATINGS & FINISHES GROUP               |                                            |                              
|                                                    | Coatings DivisionUSA                      |                              
|                                                    |                                            | Alpharetta, GA               
|                                                    |                                            | Brea, CA                     
|                                                    |                                            | Little Rock, AR              
|                                                    |                                            | Houston, TX                  
|                                                    | Ameron B.V.                                |                              
|                                                    |                                            | Geldermalsen, The Netherlands
|                                                    |                                            | Huthwaite, UK                
|                                                    | Ameron (UK) Limited                        |                              
|                                                    |                                            | Hull, UK                     
|                                                    | Ameron (Australia) Pty. Limited            |                              
|                                                    |                                            | Sydney, Australia            
|                                                    |                                            | Adelaide, Australia          
|                                                    | Ameron (New Zealand) Limited               |                              
|                                                    |                                            | Auckland, New Zealand        
|FIBERGLASS-COMPOSITE PIPE GROUP                     |                                            |                              
|                                                    | Fiberglass Pipe DivisionUSA               |                              
|                                                    |                                            | Houston, TX                  
|                                                    |                                            | Burkburnett, TX              
|                                                    | Centron International, Inc.                |                              
|                                                    |                                            | Mineral Wells, TX            
|                                                    | Ameron B.V.                                |                              
|                                                    |                                            | Geldermalsen, The Netherlands
|                                                    | Ameron (Pte) Ltd.                          |                              
|                                                    |                                            | Singapore                    
|                                                    | Ameron Malaysia Sdn. Bhd.                  |                              
|                                                    |                                            | Malaysia                     
|WATER TRANSMISSION GROUP                            |                                            |                              
|                                                    |                                            | Rancho Cucamonga, CA         
|                                                    |                                            | Etiwanda, CA                 
|                                                    |                                            | Fontana, CA                  
|                                                    |                                            | Lakeside, CA                 
|                                                    |                                            | Phoenix, AZ                  
|                                                    |                                            | Tracy, CA                    
|                                                    | Protective Linings Division                |                              
|                                                    |                                            | Brea, CA                     
|                                                    | Fabrication Plant                          |                              
|                                                    |                                            | South Gate, CA               
|                                                    | American Pipe & Construction International |                              

5

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|                              |                                  | Bogota, Colombia        |  | Office, Plant         
|----------------------------- | -------------------------------- | ----------------------- |  | ----------------------
|INFRASTRUCTURE 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
|                              | Pole Products Division           |                         | 
|                              |                                  | Ventura, CA             |  | *Office               
|                              |                                  | Fillmore, CA            |  | Office, Plant         
|                              |                                  | Oakland, CA             |  | *Plant                
|                              |                                  | Everett, WA             |  | *Office, Plant        
|                              |                                  | Tulsa, OK               |  | *Office, Plant        
|                              |                                  | Anniston, AL            |  | *Office, Plant        
|CORPORATE                     |                                  |                        
|                              | Corporate Headquarters           |                         | 
|                              |                                  | Pasadena, CA            |  | *Office               
|                              | Corporate Research & Engineering |                         | 
|                              |                                  | South Gate, CA          |  | Office, Laboratory    

ITEM 3LEGAL PROCEEDINGS

An action was filed in 1992 in the U.S. District Court 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 damages for the repair or replacement of those siphons. On September 14, 1994, the U.S. District Court 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.

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 was considered by the Company to be duplicative of the damages sought by
the CAWCD for the repair or replacement of the siphons in the aforementioned action in the U.S. District Court for the District of Arizona. The Contracting Officer's final decision was appealed by
Kiewit to the U.S. Department of the Interior Board of Contract Appeals ("IBCA"). The Company actively cooperated with and assisted Kiewit in the administrative appeal of that final decision before
the IBCA. Trial on that appeal commenced in November 2000, however the proceeding was stayed with the concurrence of

6

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the parties pending efforts aimed at settlement of the entire matter. Settlement efforts were then undertaken, during which the IBCA appeal was suspended.

As
of November 30, 2002, tentative settlements had been reached among the USBR, Kiewit, the Company and various insurance carriers. Since November 30, 2002, those
settlements have been finalized and the entire matter, including the aforementioned CAWCD claim, has been resolved on economic terms that did not result in an adverse material effect on the financial
position of the Company or its results of operations. The Company will receive sufficient reimbursement from its own and a supplier's insurance companies to fully cover the settlement.

The
Company is one of numerous defendants in various pending lawsuits involving, as of November 30, 2002, some 8,382 individuals or their representatives alleging personal injury
from exposure to asbestos-containing products. None of such lawsuits specifies any dollar amount sought as damages by such individuals or their representatives, and at this time the Company is not
aware of the extent of injuries allegedly suffered by the individuals or the facts supporting the claim that such injuries were caused by the Company's products. Based upon the information available
to it at this time, the Company is not in a position to evaluate its potential exposure, if any, as a result of these claims. The Company intends to vigorously defend all asbestos-related lawsuits.

In
addition to the above, certain other claims, suits and complaints that arise in the ordinary course of business, have been filed or are pending against the Company. Management
believes that these matters are either adequately reserved, covered by insurance, or would not have a material effect on the Company's financial position or its results of operations if disposed of
unfavorably.

The
Company is 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)

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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, 2002 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.

|Name                |  | Age |  | Title and Year Elected as Officer                                    |  |     
|------------------- |  | --- |  | -------------------------------------------------------------------- |  | ----
|Thomas P. Giese     |  | 58  |  | Vice President; Group President Water Transmission Group             |  | 1997
|James R. McLaughlin |  | 55  |  | Vice President-Treasurer & Controller                                |  | 1997
|Gordon G. Robertson |  | 63  |  | Vice President; Group President Fiberglass-Composite Pipe Group      |  | 1997
|Javier Solis        |  | 56  |  | Senior Vice President of Administration, Secretary & General Counsel |  | 1984
|Gary Wagner         |  | 51  |  | Senior Vice President & Chief Financial Officer                      |  | 1990

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. Gordon Robertson retired in
December 2002.

8

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PART II

ITEM 5MARKET FOR 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 11, 2003, there were 1,172 stockholders of record of such stock. Information regarding stock compensation plans is contained in Note (12) on
page 37 and 38 of the Annual Report, and is incorporated herein by reference.

Dividends
have been paid each quarter during the prior two years. 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 in Note (16) on page 42 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 (10) on pages 36 and 37 of the Annual Report, and is 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, and 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 Management's Discussion and Analysis of Financial Condition and Results of Operations section shown on pages
21 through 26 and Note (1) pages 32, 33 and 34 of the Annual Report, and is incorporated herein by reference.

ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this Item is contained on page 25 of the Annual Report under the caption Market Risks, and is incorporated herein by reference. At
November 30, 2002, the Company had foreign currency forward contracts with an aggregate face value of $6,623,000. In January 2003, the Company finalized a three-year,
floating rate, revolving credit facility which permits borrowings up to

9

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$100,000,000, and issued seven-year notes payable totaling $50,000,000 at a fixed rate of 5.36%. Future debt maturities are as follows, adjusted to reflect the refinancing that occurred
in January 2003:

|                                                               |  |   |       |   |   |       |   |   |        |   |   |        |   | Total Outstanding
As of November 30, 2002
|-------------------------------------------------------------- |  | - | ----- | - | - | ----- | - | - | ------ | - | - | ------ | - | -----------------------------------------
|
|
|
|Liabilities
(US$ in thousands)                                 |  |   |       |   |   |       |   |   |        |   |   |        |   |                                          
|Long Term Debt:                                                |  |   |       |   |   |       |   |   |        |   |   |        |   |                                          
|Fixed-rate notes, payable in US$                               |  | $ | 8,333 |   | $ | 8,333 |   | $ | 8,333  |   | $ | 8,334  |   | $                                        
|Average interest rate                                          |  |   | 7.92  | % |   | 7.92  | % |   | 7.92   | % |   | 7.92   | % |                                          
|Fixed-rate notes, payable in US$                               |  |   |      |   |   |      |   |   | 10,000 |   |   | 10,000 |   |                                          
|Average interest rate                                          |  |   |      |   |   |      |   |   | 5.36   | % |   | 5.36   | % |                                          
|Variable-rate bank revolving credit facilities, payable in US$ |  |   |      |   |   |      |   |   |       |   |   | 12,123 |   |                                          
|Average interest rate                                          |  |   |       |   |   |       |   |   |        |   |   |        |   |                                          
|Variable-rate industrial development bonds, payable in US$     |  |   |      |   |   |      |   |   |       |   |   |       |   |                                          
|Average interest rate                                          |  |   |       |   |   |       |   |   |        |   |   |        |   |                                          
|Variable-rate industrial development bonds, payable in US$     |  |   |      |   |   |      |   |   |       |   |   |       |   |                                          
|Average interest rate                                          |  |   |       |   |   |       |   |   |        |   |   |        |   |                                          

ITEM 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements as of November 30, 2002 and 2001 and for each of the three years in the period ended November 30, 2002 and the
report thereon of Deloitte & Touche LLP dated February 3, 2003, comprising pages 27 through 44 of the Annual Report, are incorporated herein by reference.

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

(Not applicable)

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 21, 2003 in connection with the Annual Meeting of Stockholders to be held on March 26, 2003. 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.

10

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ITEM 11EXECUTIVE COMPENSATION*

ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*

ITEM 13CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*

11

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PART IV

ITEM 14CONTROLS AND PROCEDURES

The consolidated financial statements included in the Annual Report and incorporated by reference herein were prepared by management, which is responsible for
their fairness, integrity, and objectivity. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and
include amounts based on management's reasonable estimates and judgments. The other financial information contained in this report has been prepared in a manner consistent with the preparation of the
consolidated financial statements.

Management
has established, maintains and necessarily relies on the Company's system of internal controls and disclosure controls. This system is designed to provide reasonable, but not
absolute, assurance that a) the Company's transactions are properly authorized, b) the Company's assets are safeguarded against unauthorized or improper use, and c) the Company's
transactions are properly recorded and reported. The concept of reasonable assurance is based on the recognition that in any system of controls there are certain inherent limitations and that the cost
of such systems should not exceed the benefits to be derived.

A
control system, no matter how well conceived and operated, cannot provide absolute assurance that the objectives of the control system will be met. No evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if any, within the Company will be detected. Judgments in decision-making can be faulty, and breakdowns can occur because of
simple error or mistake. Additionally, any control can be circumvented by the individual acts of some persons, by collusion, or by management override of the control. Any system of controls is based
in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any system of controls will succeed under all potential future conditions. Controls may
become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.

The
Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company's periodic filings made in accordance with the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the "Commission") is (a) recorded, processed, accumulated and summarized within the time periods specified by the
Commission, (b) communicated to the Company's management, including its chief executive and financial officers, as appropriate to allow timely decisions regarding required disclosure, and
(c) presented in the Company's periodic filings in a manner that fairly portrays the information being presented (i) in light of all available facts and circumstances relating to the
matters disclosed, and (ii) in conformity with the disclosure requirements promulgated by the Commission.

Within
90 days prior to the filing of the Annual Report and this Form 10-K, an evaluation of the Company's disclosure controls and procedures was performed
under the supervision and with the participation of the Company's management, including the chief executive and financial officers. Based on that evaluation, management, including the Company's chief
executive and financial officers, concluded that (a) the Company's disclosure controls and procedures were effective in timely alerting management to material information relating to the
Company that is required to be included in the Company's periodic filings and (b) the Company's system of internal controls was effective in providing reasonable assurance that the Company's
financial statements are fairly presented in conformity with accounting principles generally accepted in the United States of America. Since the date of the evaluation, there have been no significant
changes in the Company's system of disclosure or internal controls or in other factors that could significantly affect those controls.

12

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ITEM 15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

Statement

Page Reference
To Annual ReportConsolidated Statements of Income for the years ended November 30, 2002, 2001 and 2000

27Consolidated Balance Sheets as of November 30, 2002 and 2001

28-29Consolidated Statements of Cash Flows for the years ended November 30, 2002, 2001 and 2000

30Consolidated Statements of Stockholders' Equity for the years ended November 30, 2002, 2001 and 2000

31Consolidated Statements of Comprehensive Income for the years ended November 30, 2002, 2001 and 2000

31Notes to Consolidated Financial Statements

32-43


(i)
Summarized information as to the financial condition and results of operations for Ameron Saudi Arabia, Ltd., Bondstrand, Ltd, Oasis-Ameron, Ltd. and TAMCO is presented in
Note (5) of Notes to Consolidated Financial Statements on page 34 and 35 of the Annual Report, and 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 Annual Report. Schedules not included with this additional
financial data

13

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have been omitted because they are either not applicable, not required, not significant, or the required information is provided in the consolidated financial statements in the Annual Report.

|    |  | Schedule                                                                                                                                                          |  | Schedules of Ameron
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------
|    |  |                                                                                                                                                                   |  | II                 
|(a) |  | (3)                                                                                                                                                               |  | Exhibits           
|    |  |                                                                                                                                                                   |  |                    
|    |  |                                                                                                                                                                   |  |                    
|    |  |                                                                                                                                                                   |  | 3(i)               
|    |  |                                                                                                                                                                   |  | 3(ii)              
|    |  |                                                                                                                                                                   |  | 4                  
|    |  |                                                                                                                                                                   |  | 10                 
|    |  |                                                                                                                                                                   |  | 13                 
|    |  |                                                                                                                                                                   |  | 21                 
|    |  |                                                                                                                                                                   |  | 23                 
|(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 ended November 30, 2002 as follows:                                   
|    |  | September 27, 2002 reporting under Item 9, Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14

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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, 2002 and 2001, and for each of the
three years in the period ended November 30, 2002, and have issued our report thereon dated February 3, 2003. Such financial statements and report are included in your 2002 Annual Report
to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedule listed in Item 15(a)2. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/
Deloitte & Touche LLP
Los Angeles, California
February 3, 2003

15

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AMERON INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES  SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVES  FOR THE YEAR ENDED NOVEMBER 30, 2002  (In thousands)

|Classification                                                             |  | Balance at
Beginning
of Year |        | Additions
Charged
to Costs
and
Expense |   | Deductions,
Payments
and
Write-offs |   | Reclassifications
and Other |        | Balance at
End
of Year
|-------------------------------------------------------------------------- |  | ---------------------------- | ------ | -------------------------------------- | - | ----------------------------------- | - | --------------------------- | ------ | ----------------------
|DEDUCTED FROM ASSET ACCOUNTS                                               |  |                              |        |                                        |   |                                     |   |                             |        |                       
|Allowance for doubtful accounts                                            |  | $                            | 6,699  |                                        | $ | 1,300                               |   | $                           | (1,496 | )                     
|Reserve for realization of investments in joint ventures                   |  |                              | 18,190 |                                        |   | (1,282                              | ) |                             |       |                       
|Reserve for write-down of assets related to certain foreign joint ventures |  |                              | 2,360  |                                        |   |                                    |   |                             |       |                       
|INCLUDED IN CURRENT LIABILITIES                                            |  |                              |        |                                        |   |                                     |   |                             |        |                       
|Reserve for pending claims and litigation                                  |  | $                            | 8,227  |                                        | $ | 210                                 |   | $                           | (3,170 | )                     
|Other reserves                                                             |  |                              | 292    |                                        |   |                                    |   |                             | (66    | )                     
|Reserve for self-insured programs                                          |  |                              | 14,223 |                                        |   | 3,833                               |   |                             | (3,834 | )                     

16

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AMERON INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEAR ENDED NOVEMBER 30, 2001
(In thousands)

|Classification                                                             |  | Balance at
Beginning
of Year |        | Additions
Charged
to Costs
and
Expense |   | Deductions,
Payments
and
Write-offs |  | Reclassifications
and Other |        | Balance at
End
of Year
|-------------------------------------------------------------------------- |  | ---------------------------- | ------ | -------------------------------------- | - | ----------------------------------- |  | --------------------------- | ------ | ----------------------
|DEDUCTED FROM ASSET ACCOUNTS                                               |  |                              |        |                                        |   |                                     |  |                             |        |                       
|Allowance for doubtful accounts                                            |  | $                            | 6,616  |                                        | $ | 1,738                               |  | $                           | (1,649 | )                     
|Reserve for realization of investments in joint ventures                   |  |                              | 16,358 |                                        |   | 1,832                               |  |                             |       |                       
|Reserve for write-down of assets related to certain foreign joint ventures |  |                              | 2,649  |                                        |   |                                    |  |                             | (289   | )                     
|INCLUDED IN CURRENT LIABILITIES                                            |  |                              |        |                                        |   |                                     |  |                             |        |                       
|Reserve for pending claims and litigation                                  |  | $                            | 13,744 |                                        | $ | 1,362                               |  | $                           | (6,864 | )                     
|Other reserves                                                             |  |                              | 217    |                                        |   | 151                                 |  |                             | (75    | )                     
|Reserve for self-insured programs                                          |  |                              | 12,620 |                                        |   | 5,047                               |  |                             | (3,438 | )                     

17

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AMERON INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEAR ENDED NOVEMBER 30, 2000
(In thousands)

|Classification                                                             |  | Balance at
Beginning
of Year |        | Additions
Charged
to Costs
and
Expense |   | Deductions,
Payments
and
Write-offs |  | Reclassifications
and Other |         | Balance at
End
of Year
|-------------------------------------------------------------------------- |  | ---------------------------- | ------ | -------------------------------------- | - | ----------------------------------- |  | --------------------------- | ------- | ----------------------
|DEDUCTED FROM ASSET ACCOUNTS                                               |  |                              |        |                                        |   |                                     |  |                             |         |                       
|Allowance for doubtful accounts                                            |  | $                            | 6,937  |                                        | $ | 1,953                               |  | $                           | (2,143  | )                     
|Reserve for realization of investments in joint ventures                   |  |                              | 14,183 |                                        |   | 2,175                               |  |                             |        |                       
|Reserve for write-down of assets related to certain foreign joint ventures |  |                              | 2,698  |                                        |   |                                    |  |                             | (49     | )                     
|INCLUDED IN CURRENT LIABILITIES                                            |  |                              |        |                                        |   |                                     |  |                             |         |                       
|Reserve for pending claims and litigation                                  |  | $                            | 16,370 |                                        | $ | 8,259                               |  | $                           | (10,745 | )                     
|Other reserves                                                             |  |                              | 252    |                                        |   | 89                                  |  |                             | (97     | )                     
|Reserve for self-insured programs                                          |  |                              | 11,239 |                                        |   | 4,256                               |  |                             | (2,694  | )                     
|INCLUDED IN LONG-TERM LIABILITIES                                          |  |                              |        |                                        |   |                                     |  |                             |         |                       
|Other reserves                                                             |  | $                            | 650    |                                        | $ | 126                                 |  | $                           | (47     | )                     

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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 SOLISJavier Solis, Senior Vice President & Secretary | 

Date: February 24, 2003

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.

|Date: February 18, 2003 |  | /s/JAMES MARLENJames Marlen          |  | Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|----------------------- |  | ------------------------------------ |  | ----------------------------------------------------------------------------------------------------
|Date: February 18, 2003 |  | /s/GARY WAGNERGary Wagner            |  | Senior Vice President & Chief Financial Officer (Principal Financial & Accounting Officer)          
|Date: February 19, 2003 |  | /s/PETER BARKERPeter K. Barker       |  | Director                                                                                            
|Date: February 16, 2003 |  | /s/DAVID DAVENPORTDavid Davenport    |  | Director                                                                                            
|Date: February 17, 2003 |  | /s/MICHAEL HAGANJ. Michael Hagan     |  | Director                                                                                            
|Date: February 19, 2003 |  | /s/TERRY HAINESTerry L. Haines       |  | Director                                                                                            
|Date: February 18, 2003 |  | /s/JOHN KINGJohn F. King             |  | Director                                                                                            
|Date: February 18, 2003 |  | /s/THOMAS LEEThomas L. Lee           |  | Director                                                                                            
|Date: February 17, 2003 |  | /s/JOHN PEPPERCORNJohn E. Peppercorn |  | Director                                                                                            
|Date:                   |  | Dennis C. Poulsen                    |  | Director                                                                                            
|                        |  |                                      |  |                                                                                                     

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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I,
James S. Marlen, certify that:





|February 24, 2003 |  | /s/JAMES S. MARLENJames S. Marlen Director, Chairman of the Board,
President & Chief Executive Officer
|----------------- |  | ------------------------------------------------------------------------------------------------------

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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I,
Gary Wagner, certify that:





|February 24, 2003 |  | /s/GARY WAGNERGary Wagner Senior Vice President & Chief
Financial Officer
|----------------- |  | -------------------------------------------------------------------------

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