<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, 1996                 OR
               
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934   

     Commission file number 1-9102

                        AMERON INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                              77-0100596
      (State of Incorporation)          (I.R.S. Employer Identification No.)

                           245 South Los Robles Avenue      
                               Pasadena, CA 91101                
              (Address and Zip Code of principal executive offices)


       Registrant's telephone number, including area code:  (818) 683-4000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                                           
                                                           
                                                       Name of each exchange
        Title of each class                             on which registered
    ----------------------------                      -----------------------
    Common Stock $2.50 par value                      New York Stock Exchange


SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  None


     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   Yes  x  No ___

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.      

     The Registrant estimates that as of February 11, 1997 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 $179 million.

     On February 11, 1997 there were 4,001,037 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 1996 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II 
    AND IV).
2.  PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 1997 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 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, 1996.  All references to the "Annual Report"
pertain to the Company's 1996 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 (18) of Notes to
     Consolidated Financial Statements on pages 44, 45, 50, 52 and 53 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.

<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.  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.

            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 plants in Texas and South Carolina, by its wholly-
                 owned domestic subsidiary, Centron International Inc., at its
                 plant in Texas, by wholly-owned subsidiaries in The
                 Netherlands and Singapore, 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.  Six plants are located in three of the continental
                 western states.  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 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 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 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 nine times annually. 
                    Average days' sales in accounts receivable range between 
                    36 and 97 for all segments.

                (v) The value of backlog orders at November 30, 1996 and 1995 
                    by industry segment is shown below.  A substantial portion 
                    of the November 30, 1996 backlog is expected to be billed 
                    and recorded as sales during the fiscal year 1997.

                                       3
<PAGE>

                    Industry Segment                    1996      1995   
                    ----------------                  --------  --------
                                                          (in thousands)

            Protective Coatings Group                 $ 10,291  $  6,139
            Fiberglass Pipe Group                       19,819    20,691
            Concrete & Steel Pipe Group                 59,718    96,864
            Construction & Allied Products Group        14,978    15,581
                                                      --------  --------
                 Total                                $104,806  $139,275
                                                      ========  ========
                                                                         
            (vi) 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.

           (vii) 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 44 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 2,611 persons.  Of those, approximately 1,080 were
            covered by labor union contracts, and there are six separate
            bargaining agreements subject to renegotiation in 1997.  Management
            does not presently anticipate a strike or other labor disturbance
            in connection with renegotiation of these agreements; however, the
            possibility of such an occurrence exists. 

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

     The information contained in Notes (6) and (18) of Notes to Consolidated
     Financial Statements on pages 45, 50, 52 and 53 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:
                        
                                         In thousands
                                         ------------
                         1996               $30,980        
                         1995                15,552
                         1994                13,648
                                                      
                                                       
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. 

INDUSTRY SEGMENT - GROUP
------------------------

     Division - Location                                             Description
     -------------------                                             -----------

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
     Spartanburg, SC                                                       Plant

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

                                       5

<PAGE>

  Ameron B.V.
     Geldermalsen, The Netherlands                                 Office, Plant

  Ameron (Pte) Ltd.
     Singapore                                                    *Office, Plant

CONCRETE AND STEEL PIPE GROUP

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

  Northern division
     Tracy, CA                                                     Office, Plant
     Portland, OR                                                  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

                                       6

<PAGE>

CORPORATE
  Corporate Headquarters   
     Pasadena, CA                                                        *Office

  Corporate Research & Engineering
     South Gate, CA                                           Office, Laboratory

*Leased


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.

In July 1992 the Company was served with a complaint in an action brought by the
City & County of San Francisco in Superior Court of the State of California
against the Company and two co-defendants, in connection with a pipeline
referred to as San Andreas Pipeline No. 3, a water transmission pipeline which
was installed between 1980 and 1982.  The Company furnished the pipe used in
that pipeline.  Plaintiff alleged that the pipeline was defective.  The amounts
claimed by plaintiff were substantial.  In June of 1996 a settlement of this
litigation was reached by the Company.  The terms of that settlement were
considered by management to be favorable to the Company, and did not have a
material effect on the Company's financial position 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, 1996 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.

         NAME            AGE           TITLE AND YEAR ELECTED AS OFFICER   
----------------------   ---   ------------------------------------------------

George J. Fischer        62    Senior Vice President, Human Resources      1992

Raymond E. Foscante      54   Senior Vice President, Technology and
                              Business Development                         1996

Javier Solis             50   Senior Vice President of Administration,
                              Secretary & General Counsel                  1984

S. Daniel Stracner       50   Vice President, Communications & 
                              Public Affairs                               1993

Gary Wagner              45   Senior Vice President & Chief Financial
                              Officer, Treasurer                           1990

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.

                                       8

<PAGE>

                                     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 11, 1997, there were 1,723
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 sales prices of the Company's Common Stock
during that period are set out under the caption Per Share Data shown on page 50
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 48
of the Annual Report, which is 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 34 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 1996 and 1995
is shown under Ameron 1996 Financial Review on pages 35-38 of the Annual Report,
which information is incorporated herein by reference.  The information required
for 1994 is as follows:
     
Results of Operations: 1994 Compared with 1993

GENERAL. Ameron earned $2.75 per share ($10.8 million after taxes) on sales of
$417.7 million for 1994, compared to a net loss of $6.28 per share (loss of
$24.3 million after taxes) in 1993 on sales of $453.4 million. During 1993,
Ameron recognized costs totaling $45.8 million ($31.5 million after taxes)
associated with a comprehensive restructuring of the Company. Excluding the
after-tax effect of restructuring charges, earnings per share for 1993 would
have been $1.87. During 1994, a non-strategic steel fabrication subsidiary in
Colombia was sold as part of the restructuring program; the sale resulted in a
net after-tax gain of $1.8 million or $.46 per share. Adjusting for the gain on
the sale of this subsidiary, earnings per share for 1994 were $2.29, a 22%
increase over equivalent 1993 earnings of $1.87 per share.

The earnings improvement was due principally to the positive impact of the
restructuring on Ameron's business segments, as well as continued growth of the
Protective Coatings business and the Construction & Allied Products segment. The
Concrete & Steel Pipe business had lower earnings as a result of project delays,
and the Fiberglass Pipe business declined because of completion of major
fiberglass pipe projects in North Africa during 1993.

                                       9

<PAGE>


SALES. Compared to 1993, sales declined $35.7 million or 8% in 1994, primarily
because of completion of major fiberglass pipe projects in North Africa; lower
shipments of protective coatings from Ameron B.V., the Company's subsidiary in
The Netherlands; and project delays in California that reduced shipments of
concrete and steel pipe. The sales decline was offset partially by stronger
Protective Coatings sales in the United States and improved market penetration
by the Pole Products business within the Construction & Allied Products Group.

Total Protective Coatings sales were $134.2 million in 1994, compared to $137.8
million in 1993. The modest decline of $3.6 million reflects relatively flat
market conditions in Europe at the time and lower shipments to North Africa.
Sales of industrial coatings and product finishes in the United States reached
record high levels in 1994. The favorable sales performance resulted in part
from the successful introduction of PSX, Ameron's proprietary new polysiloxane
technology. Also contributing were market share gains in product finishes for
the original equipment manufacturer market and several large protective coatings
projects.

Total Fiberglass Pipe segment sales were $66.2 million in 1994, compared with
$92.9 million in 1993. The sales decrease ($26.7 million) was attributable to
the completion of several major crude oil projects in North Africa in 1993.
Sales in the United States were down in 1994, mostly due to the general softness
in oilfield markets and reduced demand for fuel-handling systems used for
service station rehabilitation. 

Concrete & Steel Pipe segment sales totaled $101.6 million in 1994, compared to
$110.3 million in 1993. The sales decline ($8.7 million) occurred primarily
because of delivery delays on several major projects in California

Construction & Allied Products sales totaled $115.6 million in 1994, compared
with $112.4 million in 1993. The main reason for the $3.2 million increase was
sales growth achieved by the Pole Products business, which more than offset a
slight sales decline at the Company's Hawaiian operations. The growth in the
Pole Products business was due to market share gains in the steel pole product
line for traffic and street lighting applications, generally stronger market
demand and successful market expansion programs. Continued softness in the
private construction sector accounted for the modest sales decline in Hawaii.

GROSS PROFIT. Gross profit margin of $104.0 million or 24.9% of sales in 1994
was lower than the $119.9 million or 26.4% of sales reported in 1993. The
decline in gross profit ($15.9 million) in 1994 was due principally to the lower
sales volume in 1994, particularly in the European Fiberglass Pipe operations.
The lower gross profit margin rate resulted mainly from the completion of
Fiberglass Pipe projects in North Africa that had favorably affected 1993
operations. The gross profit of the Concrete & Steel Pipe segment was
unfavorably impacted by price competition, product mix and project delivery
delays in California. Protective Coatings had a slightly lower gross profit
margin due to product mix, while Construction & Allied Products had a higher
gross profit margin because of productivity gains and favorable pricing.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses totaled $86.8 million in 1994, compared with $115.4
million in 1993. The $28.6 million decrease was attributable to the significant
reduction in the Company's overhead structure resulting from the comprehensive
restructuring in 1993. In addition, charges to income for environmental and
legal claims decreased $12.2 million in 1994 compared to 1993. In 1993 an
additional $9.0 million was reserved for environmental and legal matters as part
of the restructuring. The decrease in selling, general and administrative
expenses also reflects reduced selling expenses as a result of lower sales
volume.

RESTRUCTURING. During 1994, the Company disbursed approximately $3.5 million for
plant consolidation and employee severance costs in connection with its 1993
restructuring plan.

GAIN ON THE SALE OF ASSETS. The gains from the sale of assets in 1994 were
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 1994
totaled $1.7 million, a slight decline from the amount recorded in 1993. Two
affiliates, Gifford-Hill-American, Inc., a pressure pipe operation in 

                                      10

<PAGE>

Texas, and Tamco, a steel mini-mill in Southern California, reported sizable 
improvements in sales and earnings in 1994. Sales and earnings of the 
Company's Saudi Arabian affiliates, Oasis-Ameron, Ltd., Bondstrand, Ltd. and 
Ameron Saudi Arabia, Ltd., were lower than in 1993.

Other income also includes royalties and fees received from affiliated companies
and licensees, as well as miscellaneous income earned from various sources.

INTEREST EXPENSE. Interest expense totaled $11.2 million in 1994, a decrease of
$1.5 million from 1993. Interest in 1993 was higher because of the recording of
accrued interest on income tax obligations related to prior years.

PROVISION FOR INCOME TAXES. Income tax expense aggregated $7.0 million in 
1994, which represents an overall effective tax rate of 42.5% of pretax 
income. This compares to the effective tax rate of 45.0% in 1993 after 
adjusting for restructuring and related charges.

EQUITY IN EARNINGS OF AFFILIATED COMPANIES. Equity in earnings of affiliated 
companies recorded in 1994 totaled $1.4 million, a slight decline from the 
$1.8 million recorded in 1993. Two affiliates, Gifford-Hill-American, Inc.,
a pressure pipe operation in Texas, and Tamco, a steel mini-mill in Southern
California, reported sizable improvements in sales and earnings in 1994. Sales
and earnings of the Company's Saudi Arabian affiliates, Oasis-Ameron, Ltd., 
Bondstrand, Ltd. and Ameron Saudi Arabia, Ltd., were lower than in 1993.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                                                               
The Consolidated Financial Statements, the report thereon of Arthur Andersen LLP
dated January 13, 1997 and Notes to Consolidated Financial Statements comprising
pages 39 through 51 of the Annual Report, are incorporated herein by reference.


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

(Not applicable)
                                    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 24, 1997 in connection with the Annual Meeting of Stockholders
to be held on March 26, 1997.  Such information is incorporated herein by
reference.

Information with respect to the executive officers 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 25, 1997 in connection with the 1997
Annual Meeting of Stockholders to be held on March 26, 1997.  Such information
is incorporated herein by reference.

                                      11

<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
                                                                                
                                                               PAGE REFERENCE
                    STATEMENT                                 TO ANNUAL REPORT
                    ---------                                 -----------------

     Consolidated Statements of Operations for the years
     ended November 30, 1996, 1995 and 1994                               39

     Consolidated Balance Sheets at November 30, 1996     
     and 1995                                                          40-41

     Consolidated Statements of Cash Flows for the years
     ended November 30, 1996, 1995 and 1994                               42

     Consolidated Statements of Stockholders' Equity
     for the years ended November 30, 1996, 1995 and 1994                 43

     Notes to Consolidated Financial Statements                        44-50

     (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 page 46 
         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 1996 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.                                                 

                                                                          
                                                                    PAGES OF
  SCHEDULE   SCHEDULES OF AMERON INTERNATIONAL AND SUBSIDIARIES    THIS REPORT
  --------   --------------------------------------------------    -----------

             Report of Independent Public Accountants                   13

    II       Valuation and Qualifying Accounts and Reserves          14-16

                                      12

<PAGE>

(A) (3) EXHIBITS                                              THIS REPORT
                                                              -----------
        3(i)   Certificate of Incorporation                          18

        3(ii)  Bylaws                                                19

        4      Instrument Defining the Rights of Security Holders, 
               Including Indentures                                  20

       10      Material Contracts                                    21
 
       13      Annual Report                                         22

       21      Subsidiaries of the Registrant                        23

       23      Consent of Independent Public Accountants             24
     
     
(B)  REPORTS ON FORM 8-K

     A report on Form 8-K was filed by the Corporation on September 26, 1996
     reporting under Item 5 the financial results for the Company's third 
     quarter ended August 31, 1996. 

                    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 13, 1997.  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 13, 1997 

                                      13

<PAGE>


                      AMERON INTERNATIONAL AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      FOR THE YEAR ENDED NOVEMBER 30, 1996
                                (In thousands)

<TABLE>
<CAPTION>
                                                                     Addi-         
                                                                     tions          Deduc-
                                                    Balance         Charged         tions,        Reclas-
                                                      at               to          Payments       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       $  2,175       $ (1,034)       $   --         $ 14,929

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

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

                                      14

<PAGE>


                       AMERON INTERNATIONAL AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      FOR THE YEAR ENDED NOVEMBER 30, 1995
                                (In thousands)

<TABLE>
<CAPTION>
                                                                     Addi-         
                                                                     tions          Deduc-
                                                    Balance         Charged         tions,        Reclas-
                                                      at               to          Payments       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 realization of investments 
 in affiliates                                      $  9,748       $     --        $     --       $  (389)(1)     $  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

</TABLE>

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


                                      15

<PAGE>


                      AMERON INTERNATIONAL AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      FOR THE YEAR ENDED NOVEMBER 30, 1994
                                (In thousands)

<TABLE>
<CAPTION>
                                                                     Addi-         
                                                                     tions          Deduc-
                                                    Balance         Charged         tions,        Reclas-
                                                      at               to          Payments       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                    $  4,315        $  1,314         $ (1,793)      $   299        $  4,135

Reserve for realization of investments
 in affiliates                                     $  7,323        $  2,425         $     --       $    --        $  9,748

Reserve for write-down of assets related to
  certain foreign affiliates                       $ 11,990        $    236         $ (9,259)      $   249        $  3,216


                                                                 Included in current liabilities

Reserve for pending claims and litigation          $  7,188        $  2,232         $ (2,844)      $  (358)       $  6,218

Restructuring reserve                              $  7,643        $     --         $ (3,997)      $    --        $  3,646

Other reserves                                     $  1,797        $    732         $   (493)      $  (700)       $  1,336

Reserve for self-insured programs                  $  7,541        $  5,997         $ (8,782)      $  (364)       $  4,392


                                                                 Included in long-term liabilities

Reserve for pending claims and litigation          $  9,484        $    120         $   (963)      $ 1,788        $ 10,429

Other reserves                                     $  1,722        $     --         $   (771)      $  (951)       $     --

Reserve for self-insured programs                  $  4,867        $     --         $     --       $ 1,904        $  6,771

</TABLE>

                                      16

<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:
                               -----------------------------------------------
                               Javier Solis, Senior Vice President & Secretary

Date:  February 21, 1997

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.

Date:  2-27-97                         Director, Chairman of the Board, 
      -----------------------------    President and Chief Executive Officer 
      James S. Marlen                  (Principal Executive Officer)
 
Date:   2-27-97                        Senior Vice President & Chief Financial 
      -----------------------------    Officer, Treasurer (Principal Financial 
      Gary Wagner                      & Accounting Officer)
 
Date:   2-24-97                        Director
      -----------------------------
      Stephen W. Foss

Date:   2-21-97                        Director
      -----------------------------
      A. Frederick Gerstell

Date:  2-24-97                         Director
      -----------------------------
      J. Michael Hagan

Date:   2-21-97                        Director
      -----------------------------
      Terry L. Haines
     
Date:   2-22-97                        Director
      -----------------------------
      John F. King

Date:   2-21-97                         Director
      -----------------------------
      Alan L. Ockene                         

Date:                                   Director
      -----------------------------
      Richard J. Pearson                     

Date:   2-24-97                         Director
      -----------------------------
      David L. Sliney                        
Date:   2-24-97                         Director
      -----------------------------
      F. H. Fentener van Vlissingen

                                      17