**EXHIBIT 31.2**

 

**SECTION 302 CERTIFICATION OF CHIEFFINANCIAL OFFICER**

 

I, GaryWagner, certify that:

 

1. I havereviewed this Annual Report on Form 10-K of Ameron International Corporation;

 

2. Based on myknowledge, this Annual Report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this Annual Report;

 

3. Based on myknowledge, the financial statements, and other financial information includedin this Annual Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this Annual Report;

 

4. TheRegistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrantand have:

 

a) designed such disclosure controls and procedures to ensure thatmaterial information relating to the Registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this Annual Report is being prepared;

 

b) designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the Registrant’s disclosure controlsand procedures; and presented in this Annual Report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation, and;

 

d) disclosed in this report any change in the Registrant’s internalcontrol over financial reporting that occurred during the Registrant’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;and

 

5. TheRegistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the Registrant’s auditors and the audit committee ofRegistrant’s board of directors (or persons performing the equivalentfunctions):

 

a) all significant deficiencies in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

 

b) any fraud, whether or not material, that involves management orother employees who have a significant role in the Registrant’s internalcontrols.

 
| February 14,  2005 |                          |
|-------------------------|-------------------------------|
|                    |                          |
| * *                | */s/ Gary Wagner*             |
| * *                | *Gary Wagner*                 |
| * *                | *Senior Vice President &* |
| * *                | *Chief Financial Officer*     |

 

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