<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, 1997           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.      
          ------

     The Registrant estimates that as of February 20, 1998 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 $222 million.

     On February 20, 1998 there were 4,006,362 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 1997 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND
    IV).
2.  PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 1998 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, 1997.  All 
references to the "Annual Report" pertain to the Company's 1997 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 tapered steel vertical and cantilevered 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.  In late 1996, the Company 
     acquired the worldwide Devoe marine coatings business of Imperial Chemical
     Industries PLC.

     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 (17) of Notes to
     Consolidated Financial Statements on pages 52,53,54,58,60 and 61 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.  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.

<PAGE>

          a)   The Protective 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 major
               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 a wholly-owned subsidiary
               in The Netherlands, by jointly-owned operations in Mexico and
               Saudi Arabia and by various third party licensees.

          b)   The Fiberglass 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
               plant in Texas, by its wholly-owned domestic subsidiary, Centron
               International Inc., at its plant in Texas, by wholly-owned
               subsidiaries in The Netherlands, Singapore, and Malaysia, by a
               jointly-owned affiliate in Saudi Arabia and by a licensee in 
               Indonesia.

          c)   The Concrete & Steel Pipe Group supplies products and services
               used in the construction of pipeline facilities for various
               utilities.  Five plants are operated 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 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 by affiliated companies in Saudi 
               Arabia and by a licensee in Abu Dhabi. 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 on 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 in price and
               service, since 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, 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.  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 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 44
                     and 93 for all segments.

               (v)   The value of backlog orders at November 30, 1997 and 1996 
                     by industry segment is shown below.  A substantial portion 
                     of the November 30, 1997 backlog is expected to be billed 
                     and recorded as sales during the fiscal year 1998.

                                       3
<PAGE>

<TABLE>
<CAPTION>

          Industry Segment                             1997          1996    
          ----------------                           -------       --------
          <S>                                       <C>            <C>
                                                           (in thousands)
          Protective Coatings Group                 $   6,580       $ 10,291
          Fiberglass Pipe Group                        25,440         19,819
          Concrete & Steel Pipe Group                  71,463         59,718
          Construction & Allied Products Group         21,899         14,978
                                                    ---------       --------

                    Total                            $125,382       $104,806
                                                    ---------       --------
                                                    ---------       --------
</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
                 single 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 52 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 2,761 persons.  Of those, approximately 900 were covered
          by labor union contracts, and there are four separate bargaining
          agreements subject to renegotiation in 1998.

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

     The information contained in Notes (6) and (17) of Notes to Consolidated
     Financial Statements on pages 53, 54, 58, 60 and 61 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>
               1997           $38,815
               1996            30,980
               1995            15,552
</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 2012.  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
     -------------------                                                  -----------
<S>                                                                <C>
PROTECTIVE COATINGS GROUP

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

     Ameron B.V.
          Geldermalsen, The Netherlands                                 Office, Plant
      
FIBERGLASS PIPE GROUP

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

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

                                       5
<PAGE>

     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

     Southern division
          Rancho Cucamonga, CA                                                *Office
          Etiwanda, CA                                                          Plant
          Fontana, CA                                                  *Office, Plant
          Lakeside, CA                                                          Plant
          Phoenix, AZ                                                   Office, Plant
     
     Northern division
          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

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

                                       6
<PAGE>

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, 1997 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>

George J. Fischer        63   Senior Vice President, Human Resources     1992

Raymond E. Foscante      55   Senior Vice President, Technology and
                              Business Development                       1996

Thomas P. Giese          53   Vice President; Group President Concrete
                              & Steel Pipe Group                         1997

James R. McLaughlin      50   Vice President & Treasurer                 1997

Dewey H. Norton          53   Vice President, Controller                 1997

Gordon G. Robertson      58   Vice President; Group President
                              Fiberglass Pipe Group                      1997

Javier Solis             51   Senior Vice President of Administration,
                              Secretary & General Counsel                1984

</TABLE>
                                       8
<PAGE>

<TABLE>
<S>                      <C>  <C>
S. Daniel Stracner       51   Vice President, Communications & 
                              Public Affairs                             1993

Michael J. Tornberg      50   Vice President; Group President
                              Protective Coatings Group                  1997

Gary Wagner              46   Senior Vice President & Chief Financial
                              Officer                                    1990

Robert F. Wilkinson      58   Vice President; President Ameron Hawaii    1997

</TABLE>

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, Norton, 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.  

Prior to joining the Company in 1997 as Vice President, Controller, Mr. Norton
was Vice President, Finance with Baldwin Filters since 1993.

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 mid-1996 and was named President of Ameron
Hawaii in December.   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 20, 1998, there were 1,617
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 58
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 (12) of Notes to Consolidated Financial Statements on page 56
of the Annual Report, which is incorporated herein by reference.

                                       9
<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA
                                                    

The information required by this item is contained in the Selected Consolidated
Financial Information shown on page 42 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 1997 and 1996
is shown under Ameron 1997 Financial Review on pages 43-46 of the Annual Report,
which information is incorporated herein by reference.  The information required
for 1995 is as follows:
     
Results of Operations: 1995 Compared with 1994

GENERAL. Net income in 1995 was $12.5 million or $3.15 per share on sales of
$481.4 million, compared to net income of $10.8 million or $2.75 per share on
sales of $417.7 million in 1994. Results in 1994 included a gain on the sale of
a non-strategic steel fabrication subsidiary in Colombia, which resulted in a
net after-tax gain of $1.8 million or $.46 per share. After adjusting for the
gain on the sale of this subsidiary, earnings per share for 1994 were $2.29. The
increase in 1995 earnings over equivalent 1994 earnings was 38%.

The sales and earnings improvement over 1994 reflects a significant increase in
concrete and steel pipe deliveries in California, as well as improved
performance by the Fiberglass Pipe business segment. Net income in 1995 also
benefited from improved performance at certain affiliated companies.

SALES. Compared to 1994, sales increased $63.7 million or 15% in 1995, primarily
because of significantly improved deliveries of concrete and steel pipe in
California and increased shipments of fiberglass pipe to Central Africa, the
Middle East, Europe and the Pacific Rim. These sales increases were partially
offset by lower Protective Coatings shipments to North Africa from the Company's
subsidiary in The Netherlands.

Protective Coatings sales were $130.5 million in 1995 compared to $134.2 million
in 1994. Sales of protective coatings and product finishes in the U.S. increased
over 1994 record sales. Ameron's product line based on proprietary
PSX-Registered Trademark- technology continued to grow as an important component
of its high-performance product sales. The primary product in that series, PSX
700, tripled sales in 1995 compared to 1994 and was among the segment's top five
products in sales volume. Modest gains were made in key U.S. market segments,
notably rail, marine and offshore. Sales in Europe, while adversely affected by
the reduction in shipments to North Africa, showed improvements in core
industrial segments in Western and Eastern Europe and in the Middle East.

Fiberglass Pipe sales improved to $82.8 million in 1995, versus $66.2 million in
1994. The increase in sales can be attributed to strong oilfield, industrial,
offshore and marine markets in Europe, Central Africa, the Middle East and the
Pacific Rim. Sales in the U.S. declined during 1995.

Concrete and Steel Pipe sales totaled $153.2 million in 1995, compared to $101.6
million in 1994. The primary reason for the $51.6 million increase was the
commencement of several major water transmission pipelines in California,
including the Coastal Aqueduct, the Eastside pipeline and the Los Vaqueros
pipeline -- the largest concrete pipe contract in Ameron's history. 

                                       10
<PAGE>

Construction & Allied Products sales totaled $115.0 million in 1995 compared to
$115.6 million in 1994. The Pole Products business enjoyed significant growth in
traffic signal, highway lighting and street lighting applications due to broader
geographic coverage. The Company's Hawaiian operation, which is the largest
supplier of ready-mix concrete on the Islands continued to experience a downturn
in sales due to reduced construction spending in Hawaii.

GROSS PROFIT. Gross profit of $116.7 million in 1995 was higher than the $104.0
million reported in 1994. The improvement in gross profit in 1995 was due mainly
to the increase in sales volume in 1995, as discussed above. Gross profit as a
percent of sales declined from 24.9% in 1994 to 24.2% in 1995. The decrease in
margin resulted principally from a change in the product mix caused by higher
sales of lower margin concrete and steel pipe, coupled with decreased margins
due to higher raw material costs and competitive pricing in the Protective
Coatings segment. This decline was partially offset by improved gross profit
margins in the Company's other business segments as a result of improved pricing
and increased capacity utilization.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses totaled $95.8 million in 1995 or 19.9% of sales,
compared to $86.8 million or 20.8% of sales in 1994. The $9.0 million increase
was attributable primarily to the substantial increase in business activity over
1994.

GAIN ON THE SALE OF ASSETS. The gain from the sale of assets in 1994 was
realized principally from the divestiture of a wholly-owned non-strategic steel
fabrication subsidiary in Colombia.

OTHER INCOME. Equity in earnings of affiliated companies recorded in 1995 
totaled $3.8 million, an increase of $2.2 million from 1994. Two affiliates, 
Tamco, which operates a steel mini-mill in Southern California, and 
Bondstrand, Ltd., a fiberglass pipe manufacturer in Saudi Arabia, reported 
higher sales and earnings in 1995. Sales and earnings of the Company's 
concrete pipe producing affiliates, Gifford-Hill-American, Inc. in Texas and 
Ameron Saudi Arabia, Ltd. were lower in 1995 than in the previous year.

Royalty and fee income from affiliated companies and licensees declined in 
1995 from the prior year as a result of decreased sales reported by 
affiliated companies. Foreign currency losses were incurred by the Company's 
Colombian and European operations. Miscellaneous income included sublease and 
property rental income as well as other income from various sources.

INTEREST. Interest expense totaled $11.7 million in 1995, an increase of $.5
million from 1994 due to higher borrowing levels maintained throughout the year.

 



ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                                                                
    
The Consolidated Financial Statements, the report thereon of Arthur Andersen LLP
dated January 19, 1998 and Notes to Consolidated Financial Statements comprising
pages 47 through 59 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 25, 1998 in connection with the Annual Meeting of Stockholders
to be held on March 25, 1998.  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 2-, 1998 in connection with the 1998
Annual Meeting of Stockholders to be held on March 25, 1998.  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, 1997, 1996 and 1995                        47

          Consolidated Balance Sheets at November 30, 1997  
          and 1996                                                     48-49

          Consolidated Statements of Cash Flows for the years
          ended November 30, 1997, 1996 and 1995                        50

          Consolidated Statements of Stockholders' Equity
          for the years ended November 30, 1997, 1996 and 1995          51

          Notes to Consolidated Financial Statements                   52-58

</TABLE>

          (i)  Summarized information as to the financial condition and
               results of operations for Gifford-Hill-American, 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 53-54 the Annual
               Report, which information is incorporated herein by
               reference.

                                       13
<PAGE>

(a) (2)   FINANCIAL STATEMENT SCHEDULES:

          The following additional financial data should be read in conjunction
          with the consolidated financial statements in the 1997 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.              

<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

(a) (3) EXHIBITS                                                   
                                                                   
          3(i)      Certificate of Incorporation [Incorporated by   
                    reference to Annual Report on Form 10-K filed
                    with the Commission for Registrant's fiscal
                    year ended November 30, 1996.]                       

          3(ii)     Bylaws     

          4         Instrument Defining the Rights of Security Holders, 
                    Including Indentures       

                    1. Note Agreement dated September 1, 1990 re: Senior
                       Notes due September 15, 2000, which document is
                       incorporated by reference to Annual Report on 
                       Form 10-K filed with the Commission for 
                       Registrant's fiscal year ended November 30, 1990.

                    2. Note Agreement dated November 15, 1991 re: Senior
                       Notes due November 15, 1998, which document is
                       incorporated by reference to Annual Report on Form
                       10-K filed with the Commission for Registrant's
                       fiscal year ended November 30, 1991.

                    3. Note Purchase Agreement dated August 28, 1996 re:
                       Senior Notes due September 1, 2006, which document
                       is incorporated by reference to Annual Report on 
                       Form 10-K filed with the Commission for Registrant's
                       fiscal year ended November 30, 1996.

                    The Company agrees to provide to the Securities and
                    Exchange Commission, on request, copies of instruments
                    defining the rights of security holders of long-term
                    debt of the Company.

          10        Material Contracts                                          
                           
          13        Annual Report    

          21        Subsidiaries of the Registrant       

          23        Consent of Independent Public Accountants      

</TABLE>

(b)  REPORTS ON FORM 8-K

     A report on Form 8-K was filed by the Corporation on September 25, 1997
     reporting under Item 5 the financial results for the Company's third
     quarter ended August 31, 1997. 


                       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 19, 1998.  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 19, 1998

                                       14
<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 26, 1998

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>
<CAPTION>

<S>               <C>                                <C>

Date: 2-26-98     /s/ James S. Marlen                Director, Chairman of the Board, President and
                  ---------------------------------  Chief Executive Officer (Principal Executive 
                  James S. Marlen                    Officer)


Date: 2-24-98     /s/ Gary Wagner                    Senior Vice President & Chief Financial Officer
                  ---------------------------------  (Principal Financial & Accounting Officer)
                  Gary Wagner


Date: 2-24-98     /s/ Stephen W. Foss                Director
                  ---------------------------------
                  Stephen W. Foss


Date:                                                Director
                  ---------------------------------
                  A. Frederick Gerstell


Date:                                                Director
                  ---------------------------------
                  J. Michael Hagan


Date: 2-24-98     /s/ Terry L. Haines                Director
                  ---------------------------------
                  Terry L. Haines


Date: 2-24-98     /s/ John F. King                   Director
                  ---------------------------------
                  John F. King


Date: 2-16-98     /s/ Alan L. Ockene                 Director
                  ---------------------------------
                  Alan L. Ockene


Date: 2-24-98     /s/ Richard J. Pearson             Director
                  ---------------------------------
                  Richard J. Pearson


Date: 2-24-98     /s/ David L. Sliney                Director
                  ---------------------------------
                  David L. Sliney


Date: 2-13-98     /s/ F. H. Fentener van Vlissingen  Director
                  ---------------------------------
                  F. H. Fentener van Vlissingen

</TABLE>

                                       18
<PAGE>



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


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

Allowance for
 doubtful accounts             $    5,939    $    1,798   $ (1,692)  $   (643)    $    5,402


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


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



                               Included in current liabilities
Reserve for pending
 claims and litigation         $      5,188  $    1,409   $ (3,140)  $    (115)   $    3,342


Restructuring reserve          $        346  $       62   $   (410)  $       2    $        -


Other reserves                 $        679  $      620   $   (938)  $      15    $      376


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



                               Included in long-term liabilities
Reserve for pending
 claims and litigation         $     14,927  $    1,850   $   (947)  $      57    $   15,887


Other Reserves                 $          -  $      125   $    (84)  $       -    $       41


Reserve for self-insured
 programs                      $      6,771  $        -   $      -   $     900    $    7,671

</TABLE>

                                      15

<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
---------------------------    -----------   ---------    --------   ---------    ----------

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



                               Included in current liabilities
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



                               Included in long-term liabilities
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>
                                      16

<PAGE>
              AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                     FOR THE YEAR ENDED NOVEMBER 30, 1995
                                (In thousands)
<TABLE>
<CAPTION>
                                               Addi-      Deduc-
                                               tions      tions,
                                 Balance      Charged      Pay-      Reclas-
                                   at           to         ments     sifica-        Balance
                                 Begin-        Costs        and       tions           at
                                  ning          and        Write-      and            End
     Classification              of Year      Expense       offs      Others        of Year
---------------------------    -----------   ---------    --------   ---------    ----------

<S>                            <C>           <C>          <C>        <C>          <C>
                               Deducted from asset accounts
Allowance for
 doubtful accounts             $      4,135  $    1,710   $ (1,138)  $      93    $    4,800


Reserve for investments 
 in affiliates                 $      9,748  $        -   $      -   $    (389)   $    9,359


Reserve for write-down
 of assets related to
 certain foreign
 affiliates                    $      3,216  $        3   $      -   $       -    $    3,219



                               Included in current liabilities
Reserve for pending
 claims and litigation         $      6,218  $    1,109   $ (1,894)  $  (2,347)    $   3,086


Restructuring reserve          $      3,646  $        -   $ (1,846)  $  (1,261)    $     539


Other reserves                 $      1,336  $       62   $   (633)  $      (1)    $     764


Reserve for self-insured
 programs                      $      4,392  $    5,413   $ (3,931)  $       -     $   5,874



                               Included in long-term liabilities
Reserve for pending
 claims and litigation         $     10,429  $    1,330   $   (387)  $   2,416     $  13,788


Restructuring reserve          $          -  $        -   $      -   $   1,261     $   1,261

Reserve for self-insured
 programs                      $      6,771  $        -   $      -   $       -     $   6,771

(1) Included as equity in earnings of affiliated companies in Consolidated 
Statement of Income

</TABLE>
                                      17