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                                                                   EXHIBIT 3(i)


                           CERTIFICATE OF INCORPORATION OF
                           AMERON INTERNATIONAL CORPORATION
                         (As amended through April 16, 1996)



         FIRST:  The name of this corporation is:


                           AMERON INTERNATIONAL CORPORATION

         SECOND:  The name and address of the registered agent of the
corporation in the State of Delaware is:

                   Corporation Trust Company
                   Wilmington, Delaware  19801
                   County of New Castle      

         THIRD:  The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         FOURTH:   1.  The total number of shares of stock which the
Corporation shall have authority to issue is Thirteen Million (13,000,000),
consisting of Twelve  Million (12,000,000) shares of Common Stock, par value Two
Dollars and 50/100 ($2.50) per share (the "Common Stock"), and One Million
(1,000,000) shares of Preferred Stock, par value One Dollar ($1.00) per share
(the "Preferred Stock").

                   2.  Shares of Preferred Stock may be issued from time to
time in one or more classes or series, each of which class or series shall have
such distinctive designation or title as shall be fixed by resolution of the
Board of Directors of the Corporation (the "Board of Directors") prior to the
issuance of any shares thereof.  Each such class or series of Preferred Stock
shall have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated in
such resolution providing for the issuance of such class or series of Preferred
Stock as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof pursuant to the authority hereby expressly vested
in it, all in accordance with the laws of the State of Delaware.  The Board of
Directors is further authorized to increase or decrease (but not below the
number of shares of such class or series then outstanding) the number of shares
of any class or series subsequent to the issuance of shares of that class or
series.

         FIFTH:  The name and mailing address of the incorporator of the
corporation is as follows:

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    Name                Mailing Address
    ----                ---------------
    R. H. Jenner        4700 Ramona Boulevard
                        Monterey Park, California  91754

         SIXTH:  New bylaws may be adopted or the bylaws may be amended or
repealed by a vote of eighty percent (80%) of the outstanding stock of the
corporation entitled to vote thereon.  Bylaws may also be adopted, amended or
repealed by the Board of Directors as provided or permitted by law; however, any
bylaw amendment adopted by the Board of Directors increasing or reducing the
authorized number of directors shall require a resolution adopted by the
affirmative vote of not less than two-thirds of the directors.

         SEVENTH:  The number of directors which shall constitute the whole
Board of Directors of the corporation shall be specified in the bylaws of the
corporation, subject to the provisions of Article SIXTH hereof and this Article
SEVENTH.  The board is divided into three classes, Class I, Class II and
Class III.  Such classes shall be as nearly equal in number of directors as
possible.  Each director shall serve for a term ending on the third annual
meeting following the annual meeting at which such director was elected;
provided, however, that the directors first elected to Class I shall serve for a
term ending at the annual meeting to be held in 1987, the directors first
elected to Class II shall serve for a term ending at the annual meeting to be
held in 1988, and the directors first elected to Class III shall serve for a
term ending at the annual meeting to be held in 1989.  The foregoing
notwithstanding, each director shall serve until his successor shall have been
duly elected and qualified, unless he shall resign, become disqualified,
disabled or shall otherwise be removed.

         At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they succeed,
unless, by reason of any intervening changes in the authorized number of
directors the Board shall designate one or more directorships whose term then
expires as directorships of another class in order more nearly to achieve
equality of number of directors among the classes.

         Notwithstanding the rule that the three classes shall be as nearly
equal in number of directors as possible, in the event of any change in the
authorized number of directors each director then continuing to serve as such
shall nevertheless continue as a director of the class of which he is a member
until the expiration of his current term, or his prior death, resignation or
removal.

         In any election of directors of the Corporation, a holder of any class
or series of stock then entitled to vote in such election shall be entitled to
as many votes as shall equal (i) the number of votes which (except for this
provision as to cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by (ii) the number
of directors to be elected in the election in which his class or series of
shares is entitled to vote, and each stockholder may cast all of such votes for
a single director or for any two or more of them as he may see fit.


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         EIGHTH:  Notwithstanding any other vote which may be required under
applicable law, and in addition thereto, the affirmative vote of holders of not
less than eighty percent (80%) of the total voting power of all outstanding
shares of voting stock of this corporation shall be required to approve: 
(a) any merger (other than a merger with a 90% stockholder of this Corporation
effected in accordance with Section 253 of the Delaware General Corporation
Law), consolidation, combination or reorganization of this corporation or any of
its subsidiaries with any other corporation if such other corporation is a
Substantial Stockholder (as defined below) or an Associate (as defined below) of
a Substantial Stockholder, or (b) the sale, lease or exchange by this
corporation or any of its subsidiaries of all or a Substantial Part (as defined
below) of its assets to or with a Substantial Stockholder or an Associate
thereof, or (c) the issuance or delivery of any stock or other securities of
this corporation or any of its subsidiaries in exchange or payment for any cash
or other properties or assets of such Substantial Stockholder or Associate
thereof or securities of such Substantial Stockholder or Associate thereof, or
(d) any reverse stock split of, or exchange of securities, cash or other
properties or assets for, any outstanding securities of this corporation or any
of its subsidiaries or liquidation or dissolution of this Corporation or any of
its subsidiaries, in any such case in which a Substantial Stockholder or an
Associate thereof receives or retains any securities, cash or other properties
or assets whether or not different from those received or retained by any holder
of securities of the same class as held by such Substantial Stockholder or
Associate thereof; provided, however, that the foregoing shall not apply to any
such merger, consolidation, combination, reorganization, sale, lease or
exchange, or for issuance or delivery of stock or other securities, or reverse
stock split, exchange, liquidation or dissolution which is approved by
resolution adopted by a majority of the Continuing Directors (as defined below)
of this corporation, nor shall it apply to any such transaction solely between
this corporation and another corporation controlled by this corporation and none
of the securities of which is owned before or after such transaction directly or
indirectly by a Substantial Stockholder or Associate thereof.

         As used in this Certificate of Incorporation, the following terms
shall have the respective meanings set forth below.

         (i)  "Substantial Stockholder" shall mean any person or group of two
    or more persons who have agreed to act together for the purpose of
    acquiring, holding, voting or disposing of securities who singly or
    together with its or their Associates own or owns beneficially, in the
    aggregate, directly or indirectly, securities representing ten percent
    (10%) or more of the voting power of all shares of voting stock of this
    corporation; provided, however, that the term "Substantial Stockholder"
    shall not include any benefit plan or trust established by this corporation
    or any of its subsidiaries for the benefit of the employees of this
    corporation and/or any of its subsidiaries or any trustee, agent or other
    representative of any such plan or trust;

         (ii)  An "Affiliate" of any specified person is any person (other than
    this corporation and any corporation controlled by this corporation and
    none of the 


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    voting securities of which is owned directly or indirectly by a Substantial
    Stockholder or any Associate thereof) who directly, or indirectly through
    one or more intermediaries, controls, or is controlled by, or is under
    common control with, the person specified;

         (iii)  The term "control" shall mean the possession, directly or
    indirectly, of the power to direct or cause the direction of the management
    and policies of a person, whether through the ownership of voting
    securities, by contract or otherwise;

         (iv)  "Substantial Part" of the assets shall mean assets of this
    corporation or any of its subsidiaries comprising more than ten percent
    (10%) of the book value or fair market value of the total assets of this
    corporation and its subsidiaries taken as a whole;

         (v)  An "Associate" of a Substantial Stockholder is any person who is,
    or was within a period of five years prior to the time of determination, an
    officer, director, employee, partner, trustee, agent, member of the
    immediate family or Affiliate of the Substantial Stockholder or of an
    Affiliate thereof.

         (vi)  The term "person" shall include a corporation, partnership,
    trust or government or political subdivision thereof, an individual, an
    estate, an association or any unincorporated organization;

         (vii)  The term "member of the immediate family" shall mean any of a
    person's spouse, parents, children, siblings, mothers- and fathers-in-law,
    sons- and daughters-in-law, and brothers- and sisters-in-law.

         (viii)  The term "Continuing Director" shall mean, as to any
    Substantial Stockholder, any member of the Board of Directors of this
    corporation who (a) is unaffiliated with and is not the Substantial
    Stockholder and (b) was a member of the Board of Directors of this
    corporation prior to April 1, 1986 or thereafter became a member of the
    Board of Directors of this corporation prior to the time the Substantial
    Stockholder became a Substantial Stockholder, and any successor of a
    Continuing Director who is recommended to succeed a Continuing Director by
    a majority of the Continuing Directors then on the Board.

         In the context of any transaction described in this Article EIGHTH,
the Board of Directors acting by majority vote shall have the exclusive power
and duty to determine, on the basis of information known to them after
reasonable inquiry, (i) whether a person is a Substantial Stockholder,
(ii) whether a person is an Affiliate or Associate of a Substantial Stockholder
and (iii) whether a portion of the assets of this corporation constitutes a
Substantial Part of such assets.  Any such determination of the Directors shall
be final and binding in the absence of bad faith, fraud or gross negligence by
such Directors.


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         NINTH:  No action shall be taken by the stockholders except at an
annual or special meeting of stockholders.  No action shall be taken by
stockholders by written consent.

         TENTH:  Special meetings of the stockholders of the corporation for
any purpose or purposes may be called at any time by the Board of Directors, or
by a majority of the members of the Board of Directors, or by a committee of the
Board of Directors which has been duly designated by the Board of Directors and
whose powers and authority, as provided in a resolution of the Board of
Directors or in the by-laws of the corporation, include the power to call such
meetings, but such special meetings may not be called by any other person or
persons; provided, however, that, if and to the extent that any special meeting
of stockholders may be called by any other person or persons specified in any
provisions of this Certificate of Incorporation or any amendment thereto, then
such special meeting may also be called by the person or persons, in the manner,
at the times and for the purposes so specified.

         ELEVENTH:  1.  No director shall be personally liable to the
Corporation or any stockholder for monetary damages for breach of fiduciary duty
as a director, except for any matter in respect of which such director shall be
liable under Section 174 of the Delaware General Corporation Law or any
amendment thereto or successor provision thereof or shall be liable by reason
that, in addition to any and all other requirements for such liability, such
person (i) shall have breached such person's duty of loyalty to the Corporation
or its stockholders, (ii) in acting or in failing to act, shall not have acted
in good faith or shall have acted in a manner involving intentional misconduct
or a knowing violation of law or (iii) shall have derived an improper personal
benefit from the transaction in respect of which such breach of fiduciary duty
occurred.  Neither the amendment nor repeal of Section 1 of this Article
ELEVENTH shall eliminate or reduce the effect of Section 1 of this Article
ELEVENTH in respect of any matter occurring, or any cause of action, suit or
claim that, but for Section 1 of this Article ELEVENTH would accrue or arise,
prior to such amendment or repeal.  If the Delaware Corporation Law is amended
after approval by the stockholders of this Article ELEVENTH to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of the director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended from time to time.

                   2.  (i)  Each person who was or is a party, or is threatened
    to be made a party, to any threatened, pending or completed action, suit or
    proceeding, whether civil, criminal, administrative or investigative
    (hereinafter a "proceeding"), by reason of the fact that such person, or a
    person of whom such person is the legal representative, is or was a
    director or officer of the Corporation or is or was serving at the request
    of the Corporation as a director or officer of another corporation or in
    any capacity with respect to an employee benefit plan maintained or
    sponsored by the Corporation, shall be indemnified and held harmless by the
    Corporation to the fullest extent permissible under the Delaware General
    Corporation Law, as the same 


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    exists or may hereafter be amended, against all expenses, liabilities and
    losses (including attorneys' fees, judgments, fines, excise taxes pursuant
    to the Employee Retirement Income Security Act of 1974 or penalties and
    amounts paid or to be paid in settlement) reasonably incurred or suffered
    by such person in connection therewith and such indemnification shall
    continue as to a person who has ceased to be a director, officer, employee
    or agent and shall inure to the benefit of his or her heirs, executors and
    administrators; PROVIDED, HOWEVER, that, except as provided in paragraph
    (ii) hereof, the Corporation shall indemnify any such person seeking
    indemnification in connection with a proceeding (or part thereof) initiated
    by such person only if such proceeding (or part thereof) was authorized by
    the Board of Directors of the Corporation.  The right to indemnification
    conferred in this Section shall be a contract right and shall include the
    right to be paid by the Corporation the expenses incurred in defending any
    such proceeding in advance of its final disposition; PROVIDED HOWEVER,
    that, if the Delaware General Corporation Law so requires, the payment of
    such expenses incurred by a director or officer in his or her capacity as a
    director or officer (and not in any any other capacity in which service was
    or is rendered by such person while a director or officer, including,
    without limitation, service to an employee benefit plan) in advance of the
    final disposition of a proceeding, shall be made only upon delivery to the
    Corporation of an undertaking, by or on behalf of such director or officer,
    to repay all amounts so advanced if it shall ultimately be determined that
    such director or officer is not entitled to be indemnified under this
    Section or otherwise.  The Corporation may, by action of its Board of
    Directors, provide indemnification to employees and agents of the
    Corporation with the same scope and effect as the foregoing indemnification
    of directors and officers.

         (ii)  If a claim under paragraph (i) of this Section is not paid in
    full by the Corporation within thirty days after a written claim has been
    received by the Corporation, the claimant may at any time thereafter bring
    suit against the Corporation to recover the unpaid amount of the claim and,
    if successful in whole or in part, the claimant shall be entitled to be
    paid also the expense of prosecuting such claim.  It shall be a defense to
    any such action (other than action brought to enforce a claim for expenses
    incurred in defending any proceeding in advance of its final disposition
    where the required undertaking, if any is required, has been tendered to
    the Corporation) that the claimant has not met the standard of conduct
    required under Delaware General Corporation Law for the Corporation to
    indemnify the claimant for the amount claimed, but the burden of proving
    such defense shall be on the Corporation.  Neither the failure of the
    Corporation (including its Board of Directors, independent legal counsel,
    or its stockholders) to have made a determination prior to the commencement
    of such action that indemnification of the claimant is proper in the
    circumstances because he or she has met the applicable standard of conduct
    set forth in the Delaware General Corporation Law, nor an actual
    determination by the Corporation (including its Board of Directors,
    independent legal counsel, or its stockholders) that the claimant has not
    met such 


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    applicable standard of conduct, shall be a defense to the action or create
    a presumption that the claimant has not met the applicable standard of
    conduct.

         (iii)  The right to indemnification and the payment of expenses
    incurred in defending a proceeding in advance of its final disposition
    conferred in this Section shall not be exclusive of any other right which
    any person may have or hereafter acquire under any statute, provision of
    this Certificate of Incorporation, by-law, agreement, vote of stockholders
    or disinterested directors or otherwise.

         (iv)  The Corporation may maintain insurance, at its expense, to
    protect itself and any director, officer, employee or agent of the
    Corporation or another corporation, partnership, joint venture, trust or
    other enterprise against any such expense, liability or loss, whether or
    not the Corporation would have the power to indemnify such person against
    such expense, liability or loss under the Delaware General Corporation Law.

         TWELFTH:  This corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation.  Notwithstanding
the foregoing, the provisions set forth in Articles SIXTH, SEVENTH, EIGHTH,
NINTH, TENTH and this Article TWELFTH may not be repealed or amended in any
respect unless such repeal or amendment is approved by the affirmative vote of
the holders of not less than eighty percent (80%) of the total voting power of
all outstanding shares of voting stock of this corporation and no provision may
be added to this Certificate of Incorporation permitting the removal of
directors of this corporation otherwise than for cause, unless such provision is
so approved.

Date of Incorporation:  February 10, 1986


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