<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, 1998                 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 15, 1999 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 $158 million.

     On February 15, 1999 there were 3,996,912 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 1998 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II 
    AND IV).
2.  PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 1999 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, 1998.  All references to the "Annual
Report" pertain to the Company's 1998 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 (19) of Notes to
     Consolidated Financial Statements on pages 26,27,28,32,34 and 35 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., at its plant in Texas, by wholly-owned
          subsidiaries in The Netherlands, Singapore, and Malaysia and by a
          jointly-owned affiliate in Saudi Arabia.

     c)   The Concrete & Steel Pipe Group supplies products and services used in
          the construction of pipeline facilities for various utilities.  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 whose activities are not reflected
          in the amounts reported for this industry segment.  This segment also
          includes the manufacturing and marketing on a world-wide basis through
          direct sales 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; and, as to rock products, the Company has exclusive
          rights to a quarry containing many years' reserves.  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 37
                 and 119 for all segments.

          (v)    The value of backlog orders at November 30, 1998 and 1997 by
                 industry segment is shown below.  A substantial portion of the
                 November 30, 1998 backlog is expected to be billed and
                 recorded as sales during the fiscal year 1999.


                                      3

<PAGE>

<TABLE>
<CAPTION>

Industry Segment                            1998         1997
----------------                            ----         ----
                                             (in thousands)
<S>                                      <C>          <C>
Coatings Group                           $  5,355     $  6,580
Fiberglass - Composite Pipe Group          25,721       25,440
Concrete & Steel Pipe Group               135,152       71,463
Construction & Allied Products Group       20,623       21,899
                                         --------     --------
                  Total                  $186,851     $125,382
                                         --------     --------
                                         --------     --------
</TABLE>
                                                       
          (vi)   The results of uncontrolled affiliated companies are not
                 reflected in the amounts reported for each industry segment.

          (vii)  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.

          (viii) 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 26 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 3,005 persons.  Of those, approximately 1,038 were
          covered by labor union contracts. There are two separate bargaining
          agreements subject to renegotiation in 1999.  

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

     The information contained in Notes (6) and (19) of Notes to Consolidated
     Financial Statements on pages 27, 28, 32, 34 and 35 of the Annual Report is
     incorporated herein by reference.


                                      4

<PAGE>

     Export sales in the aggregate from domestic operations during the last
three fiscal years were:

<TABLE>
<CAPTION>

                                   In thousands
                                   ------------
                       <S>         <C>
                       1998           $34,350
                       1997            38,815
                       1996            30,980
</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 is tabulated
     below.  Property is owned in fee 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.  This 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. 

<TABLE>
<CAPTION>
INDUSTRY SEGMENT - GROUP
------------------------
     Division - Location                                                Description
     -------------------                                                -----------
COATINGS GROUP
<S>                                                                <C>
  Coatings division - USA
     Brea, CA                                                      Office, Laboratory
     Little Rock, AR                                                    Office, Plant

  Ameron B.V.
     Geldermalsen, The Netherlands                                      Office, Plant
      
  Ameron (UK) Limited
     Hull, UK                                                           Office, Plant
     Huthwaite, UK                                                      Office, Plant

  Ameron (Australia) Pty. Limited
     Sydney, Australia                                                  Office, Plant
     Adelaide, Australia                                                        Plant
</TABLE>


                                      5

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                <C>

  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                                                               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                                                    Plant
     Puunene, Maui, HI                                         *Office, Plant, Quarry
</TABLE>

                                      6

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                <C>

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

CORPORATE
  
  Corporate Headquarters  
  Pasadena, CA                                                                *Office

  Corporate Research & Engineering
     South Gate, CA                                                Office, Laboratory

*Leased
</TABLE>


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 has recorded 
provisions deemed adequate by the Company to permit it to continue to 
vigorously defend its position in this matter.  The Company believes that it 
has meritorious defenses to these actions and that resultant liability, if 
any, should not have a material adverse 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 an adverse material effect on the financial position of the Company and 
its results of operations if disposed of unfavorably.

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.  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.  While the Company finds it difficult to estimate with 
any certainty the total cost of remediation at the several sites which are 
subject to environmental regulatory proceedings, on the basis of currently 
available information, the Company does not believe it likely that the 
outcome of such environmental regulatory proceedings will have a material 
adverse effect on the Company's financial position or its results of 
operations.  This conclusion is based on the location and type of 
contamination of each site, potential recovery from insurance carriers and 
existing reserves.  When it has been possible to reasonably estimate the 
Company's liability with respect to these matters, provisions have been made 
as appropriate.

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, 1998 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               54        Vice President; Group President Concrete
                                        & Steel Pipe Group                              1997

James R. McLaughlin           51        Vice President & Treasurer                      1997

Gordon G. Robertson           59        Vice President; Group President
                                        Fiberglass - Composite Pipe Group               1997

Javier Solis                  52        Senior Vice President of Administration,
                                        Secretary & General Counsel                     1984

Michael J. Tornberg           51        Vice President; Group President
                                        Coatings Group                                  1997

Gary Wagner                   47        Senior Vice President & Chief Financial
                                        Officer                                         1990

Robert F. Wilkinson           59        Vice President; President Ameron Hawaii         1997
                                        & Pole Products Division
</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. McLaughlin, Tornberg and Wilkinson.  

Mr. McLaughlin joined the Company in 1994 as Director of Financial Planning 
and Analysis.  In 1997 he was named Vice President and Treasurer.  Prior to 
joining the Company, he was Director of Operational Analysis for GenCorp 
Polymer Products, a division of GenCorp Inc.  

Mr. Tornberg joined the Company in 1995 as Vice President, Business 
Development. In 1996 he was named Group President, Protective Coatings Group. 
Prior to coming to the Company, he was with GenCorp Inc. where he served as 
Director of Operations for the Coated Fabrics and Wallcovering businesses and 
Vice President of the Residential Wallcoverings Division from 1988.

Mr. Wilkinson joined the Company in 1996 and was named President of Ameron 
Hawaii in December of that year.  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 9, 1999, there were 1,504 
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 Per Share Data shown on page 
32 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 (14) of Notes to Consolidated Financial Statements on pages 30
and 31 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 16 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 with respect to fiscal years 1998 and 1997
is shown under Ameron 1998 Financial Review on pages 17-20 of the Annual Report,
which information is incorporated herein by reference.  The information required
for 1996 is as follows:


                                      9

<PAGE>

Results of Operations: 1996 Compared with 1995

GENERAL. Earnings per share for the fiscal year ended November 30, 1996 were
$3.87 on sales of $496.9 million compared to $3.15 per share on sales of $481.4
million in 1995. Earnings per share in 1996 improved 23% over the prior year.
Return on stockholder's equity increased to 11.0% in 1996 from 9.6% in the prior
year.

The significant increase in earnings over the prior year reflected mainly the
improved profitability of Ameron's concrete and steel pipe operations in the
western United States, and higher sales and earnings from the Company's
worldwide protective coatings and fiberglass pipe businesses.

SALES. Sales increased by $15.5 million to $496.9 million in 1996 due partly to
increased shipments of fiberglass pipe to oilfield and offshore platform markets
in the United States and Latin America. Sales of protective coatings worldwide
also improved over the prior year. Partially offsetting these increases were
lower sales of construction products in Hawaii due to the continued slowdown in
construction spending in the Islands.  Sales of concrete and steel pipe were
down slightly from the level in 1995.

Protective Coatings sales improved to $143.1 million in 1996, versus $130.5 
million in the prior year. Sales in domestic markets were up as deliveries of 
protective coatings improved over last year. European operations benefited 
from the introduction of Ameron's  unique PSX siloxane-based coatings. Sales 
in Asian markets also improved over the previous year. In October 1996, the 
Company completed the acquisition of the worldwide Devoe marine coatings 
business from ICI.  The acquisition made Ameron the largest supplier of 
high-performance marine and offshore coatings in the United States and 
greatly expanded the Company's sales and service network and global presence 
in these markets. The Devoe business acquired by Ameron generated sales of 
approximately $50 million in 1995 when part of ICI.  The acquisition had a 
minor impact on Ameron's sales in 1996.

Fiberglass Pipe sales increased to $104.1 million in 1996 compared to $82.8 
million in 1995. The increase was attributed to higher sales of oilfield and 
offshore platform products in the United States and Latin America. European 
sales were down because of sluggish markets and major order delays. Asian 
operations reported higher sales than the prior year. In January 1996, the 
Company acquired the assets of Centron Corporation, a privately-held, 
Texas-based manufacturer of fiberglass pipe for oilfield applications.  

Concrete & Steel Pipe sales were $149.0 million in 1996, down slightly from the
$153.2 million posted in 1995. During 1996, the Company completed work on
several major water transmission pipelines in California, including the Coastal
Aqueduct, the Eastside pipeline and the Los Vaqueros pipeline. Ameron continued
to benefit from the strong demand for water-transmission piping throughout the
western United States as water agencies expanded water storage and distribution
systems. 

Construction & Allied Products sales totaled $101.8 million in 1996, versus
$115.0 million in the prior year. The Company's construction products business
in Hawaii reported substantially lower sales in 1996 compared to 1995.
Construction spending in 1996 for large public and private building projects
continued to decline in the Islands. Spending for residential construction
declined as well.  Sales of the Company's Pole Products Division improved
slightly over last year. The division further penetrated new markets in the
Midwest and South with its prestressed concrete lighting and traffic poles. 

GROSS PROFIT.  Gross profit in 1996 was $129.3 million or 26.0% of sales, an
improvement over 1995 performance of $116.7 million or 24.2% of sales. The
improved gross profit dollars and margin were attributed mainly to the Company's
Concrete & Steel Pipe operations. Strong demand for water 


                                      10

<PAGE>

transmission piping coupled with manufacturing cost reductions and improved 
productivity resulted in higher margins in this segment. In addition, margins 
in Protective Coatings increased as a result of lower raw material costs, 
improved manufacturing productivity and a favorable product mix.  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses totaled $102.3 million in 1996 or 20.6% of sales,
compared to $95.8 million or 19.9% of sales in 1995. The $6.5 million increase
was attributable partly to the acquisition of Centron early in 1996 and partly
to increased provisions for doubtful accounts and pending claims. Selling,
general and administrative expenses as a percent of sales increased because,
despite slightly lower sales from the concrete and steel pipe segment, expenses
rose somewhat to maintain marketing and engineering support for expected future
business activity.

OTHER INCOME.  Other income includes equity in earnings of affiliated 
companies. Equity in earnings of affiliated companies totaled $2.3 million, 
declining $1.5 million from the previous year. Tamco's sales improved in 
1996, but net income was down slightly. Gifford-Hill-American, Inc., 
Bondstrand, Ltd. and Oasis-Ameron, Ltd. all reported improved earnings over 
the prior year. Ameron Saudi Arabia, Ltd. reported its second year of losses. 

Other income also includes royalties and fees from affiliated companies and
licensees, currency gains and losses, and other miscellaneous income. Royalty
and fee income rose $1.3  million in 1996 over 1995 due to new protective
coatings licensing agreements and improved results from existing fiberglass pipe
and protective coatings licensees. Foreign currency losses of $.9 million were
incurred by the Company's Colombian and European operations in 1995 as compared
to gains of $.6 million realized in 1996. Miscellaneous income includes sublease
and property rental income, which was lower than last year.

ASSET WRITE DOWN.  During 1996, the Company wrote down the asset value of an
idle property held for sale to its estimated current market value.

INTEREST.  Interest expense was $11.1 million in 1996 compared to $11.7 million
in 1995. The decrease was the result of lower borrowing levels during the second
and third fiscal quarters of 1996.

PROVISION FOR INCOME TAXES.  The Company's effective tax rate increased from
29.4% in 1995 to 35.0% in 1996. The higher effective rate was attributable to
taxes accrued for prior periods' unremitted earnings of affiliated companies.  


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The Consolidated Financial Statements, the report thereon of Arthur Andersen LLP
dated January 21, 1999 and Notes to Consolidated Financial Statements comprising
pages 21 through 33 of the Annual Report, are incorporated herein by reference.


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

(Not applicable)


                                      11

<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 26, 1999 in connection with the Annual Meeting of Stockholders
to be held on March 24, 1999.  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 26, 1999 in connection with the 1999
Annual Meeting of Stockholders to be held on March 24, 1999.  Such information
is incorporated herein by reference.


                                      12

<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>
                             Statement                           Page Reference
                             ---------                           to Annual Report
                                                                 ----------------
<S>                                                              <C>
          Consolidated Statements of Operations for the years
          ended November 30, 1998, 1997 and 1996                       21

          Consolidated Balance Sheets at November 30, 1998   
          and 1997                                                    22-23

          Consolidated Statements of Cash Flows for the years
          ended November 30, 1998, 1997 and 1996                       24

          Consolidated Statements of Stockholders' Equity
          for the years ended November 30, 1998, 1997 and 1996         25

          Consolidated Statements of Comprehensive Income
          for the years ended November 30, 1998, 1997 and 1996         25

          Notes to Consolidated Financial Statements                  26-32
</TABLE>

          (i)  Summarized information as to the financial condition and
               results of operations for Gifford-Hill-American Holdings,
               Inc., Ameron Saudi Arabia, Ltd., Bondstrand, Ltd, Oasis-
               Ameron, Ltd. and Tamco are presented in Note (6) of Notes to
               Consolidated Financial Statements on pages 27-28 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 1998 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.


                                      13

<PAGE>

<TABLE>
<CAPTION>
                                                                       Pages of 
  Schedule     Schedules of Ameron International and Subsidiaries     This Report
  --------     --------------------------------------------------     -----------
  <S>          <C>                                                    <C>
               Report of Independent Public Accountants                   14
          
     II        Valuation and Qualifying Accounts and Reserves            15-17
</TABLE>

<TABLE>
<CAPTION>

(a)  (3)  EXHIBITS                                                 Pages of
                                                                   This Report
                                                                   -----------

  <S>          <C>                                                  <C>
     3(i)      Certificate of Incorporation                             19

     3(ii)     Bylaws                                                   20

     4         Instruments Defining the Rights of Security Holders,     
               Including Indentures                                     21

     10        Material Contracts                                       22

     13        Annual Report                                            23

     21        Subsidiaries of the Registrant                           24

     23        Consent of Independent Public Accountants                25

     27        Financial Data Schedule                                  26
</TABLE>

(b)  REPORTS ON FORM 8-K

     Three reports on  Form 8-K were filed by the Company during the last 
     quarter of the fiscal year ending November 30, 1998 as follows:  

          September 1, 1998 reporting under Item 5, the adoption by the Company
          of a stock repurchase program,

          September 25, 1998 reporting under Item 5, the financial results for
          the Company's third quarter ended August 31, 1998 
     
          November 30, 1998 reporting under Item 5, the sale by the Company of
          its stake in Gifford-Hill-American Holdings, Inc.   


                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited in accordance with generally accepted auditing standards, the 
consolidated financial statements included in Ameron's Annual Report to 
Stockholders incorporated by reference in this Form 10-K, and have issued our 
report thereon dated January 21, 1999.  Our audits were made for the purpose 
of forming an opinion on those statements taken as a whole.  The schedule 
listed in the index above is the responsibility of the Company's management 
and is presented for purposes of complying with the Securities and Exchange 
Commission's rules and is not part of the basic financial statements.  This 
schedule has been subjected to the auditing procedures applied in the audits 
of the basic financial statements and, in our opinion, fairly states in all 
material respects the financial data required to be set forth therein in 
relation to the basic financial statements taken as a whole.

                                                       ARTHUR ANDERSEN LLP
Los Angeles, California
January 21, 1999


                                    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
-------------------------      --------       ------         -------      -------       -------
                   Deducted from asset accounts
                   ----------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
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

<CAPTION>
                   Included in current liabilities
                   -------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
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               -         4,594        (2,359)           24         2,259
  acquisition

Other reserves                      376           495          (594)          (34)          243

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

<CAPTION>
                   Included in long-term liabilities
                   ---------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
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
-------------------------      --------       ------         -------      -------       -------
                   Deducted from asset accounts
                   ----------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
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

<CAPTION>
                    Included in current liabilities
                    -------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
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

<CAPTION>
                    Included in long-term liabilities
                    ---------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
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>

           AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
       SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                  FOR THE YEAR ENDED NOVEMBER 30, 1996
                             (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
-------------------------      --------       ------         -------      -------       -------
                    Deducted from asset accounts
                    ----------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
Allowance for
  doubtful accounts            $  4,800      $  2,583      $ (1,325)     $   (119)     $  5,939

Reserve for realization
  of investments in
  affiliates                      9,359         1,408        (1,172)            -         9,595

Reserve for write-down
  of assets related to
  certain foreign
  affiliates                      3,219           694           (60)            -         3,853

<CAPTION>
                   Included in current liabilities
                   -------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
Reserve for pending
  claims and litigation        $  3,086      $  3,864      $ (1,718)     $    (44)     $  5,188

Restructuring reserve               539           (94)          (99)            -           346

Other reserves                      764           616          (761)           60           679

Reserve for self-insured
  programs                        5,874         6,564        (6,121)            -         6,317

<CAPTION>
                   Included in long-term liabilities
                   ---------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
Reserve for pending
  claims and litigation        $ 13,788      $  2,174      $ (1,035)     $      -      $ 14,927

Restructuring reserve             1,261          (430)         (831)            -             -

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

                                      17


<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 19, 1999

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>
Date: 2-19-99       /s/ James S. Marlen                     Director, Chairman of the Board, President and
                    ---------------------------             Chief Executive Officer (Principal Executive Officer)
                    James S. Marlen

Date: 2-19-99       /s/ Gary Wagner                         Senior Vice President & Chief Financial Officer,
                    ---------------------------             Treasurer (Principal Financial & Accounting Officer)
                    Gary Wagner 

Date: 2-23-99       /s/ Stephen W Foss                      Director
                    ---------------------------
                    Stephen W. Foss
                                                            Director
Date:               ---------------------------
                    J. Michael Hagan

Date:  2-25-99      /s/ Terry L. Haines                     Director
                    ---------------------------
                    Terry L. Haines
     
Date:  2-23-99      /s/ John F. King                        Director
                    ---------------------------
                    John F. King
     
Date:                                                       Director
                    ---------------------------
                    Alan L. Ockene 

Date: 2-23-99       /s/ Richard J. Pearson                  Director
                    ---------------------------
                    Richard J. Pearson  

Date:                                                       Director
                    ---------------------------
                    David L. Sliney     
</TABLE>

                                      18