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

   
                                 AMENDMENT NO. 2
                                  FORM 10-K/A-2
    
(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, 1995                 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:  (818) 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 9, 1996 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 $141 million.

     On February 9, 1996 there were 3,956,497 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 1995 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND IV).
2. PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF
   STOCKHOLDERS (PART III)

                                 Amendment No. 2
                                  Form 10-K/A-2

The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended November 30, 1995 as set forth in the pages attached hereto:


            ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              AMERON INTERNATIONAL CORPORATION




                              By /s/ Gary Wagner
                                 -----------------------------------------------
                                 Gary Wagner,
                                 Senior Vice President & 
                                 Chief Financial Officer, Treasurer
                                 November 27, 1996




ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The Consolidated Financial Statements, the report thereon of Arthur Andersen LLP
dated January 19, 1996 and Notes to Consolidated Financial Statements comprising
pages 39 through 51 of the Annual Report, are incorporated herein by reference.


                       Report of Independent Auditors

Shareholders and Board of Directors
Gifford-Hill-American Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Gifford-Hill-
American Holdings, Inc. and subsidiary (the Company) as of June 30, 1995 and 
1994, and the related consolidated statements of operations and retained
earnings and cash flows for the years then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Gifford-Hill-
American Holdings, Inc. and subsidiary at June 30, 1995 and 1994, and the
consolidated results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.




                                             	Ernst & Young LLP


August 21, 1995