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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

|For the fiscal year ended June 30, 2001 |  | Commission File Number 1-7256
|--------------------------------------- |  | -----------------------------

INTERNATIONAL ALUMINUM CORPORATION(Exact name of Registrant as specified in its charter)

|California(Incorporation) |  | 95-2385235(I.R.S. Employer No.)
|------------------------- |  | -------------------------------

767 Monterey Pass Road
Monterey Park, California 91754
(323) 264-1670(Principal executive office)

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class            |  | Names of Exchanges on Which Registered  
|------------------------------ |  | ----------------------------------------
|Common Stock ($1.00 Par Value) |  | New York Stock Exchange
Pacific 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 of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X
   No

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

At
September 5, 2001 there were 4,244,794 shares of Registrant's Common Stock outstanding. The aggregate market value of shares held by non-affiliates was
$55,503,398 based on the New York Stock Exchange composite closing price on that date.

DOCUMENTS INCORPORATED BY REFERENCE

Registrant's Annual Report to Shareholders for fiscal year ended June 30, 2001 is incorporated by reference into Parts I and II.

Registrant's
Proxy Statement dated September 24, 2001 for the Annual Meeting of Shareholders to be held on October 25, 2001 is incorporated by reference, other than the
Stock Performance Graph, the Compensation Committee Report, and the Audit Committee Report, into Part III.

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PART I

ITEM 1.  BUSINESS



International
Aluminum Corporation is an integrated building products manufacturer of diversified lines of quality aluminum, vinyl and wood products. The Company was incorporated in
California in 1963 as successor to an aluminum fabricating business begun in 1957 and maintains its executive offices at 767 Monterey Pass Road, Monterey Park, California 91754. The Company's
telephone number is (323) 264-1670. Reference to the "Registrant", "International Aluminum Corporation" or the "Company" includes International Aluminum Corporation and its
subsidiaries unless the context indicates otherwise.



This
information is included on pages 4 and 15 of the Registrant's 2001 Annual Report to Shareholders and is hereby incorporated by reference.



Processes and Products



Residential products are fabricated from aluminum, vinyl and wood into a broad line of horizontal sliding windows, vertical sliding windows, casement windows,
garden windows, bay and bow windows, special configuration windows, louvre windows, patio doors, tub enclosures, shower doors, wardrobe mirror doors and related products. These products are used in
new residential construction and in remodeling, home improvement and replacement.



Commercial products are fabricated from aluminum into curtain walls, window walls, slope glazed systems, storefront framing, entrance doors and frames for
exterior applications and officefronts, office partitions, doors and frames for interior applications. These products are utilized in varying combinations to produce systems used for office and
commercial construction, remodeling and tenant improvement applications.



In the extrusion process, heated aluminum billets are hydraulically forced through steel dies to produce a piece of metal of the desired cross-sectional shape
and length. The extrusions are then cut and, when requested, anodized or painted in a variety of finishes in the Company's anodizing and painting departments.

Aluminum
extrusions produced by the Company are used in fabricating substantially all of its other aluminum products. In addition, during fiscal 2001 approximately 43% of the
extrusions produced were sold to users in its own or other industries, including manufacturers of fixtures, electronic equipment, automotive products, sailboats, skylights and truck bodies. The
Company furnishes design services to assist its customers in developing or better utilizing custom extrusions.

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Sales and Distribution

The Company markets its residential products primarily to mass merchandisers, builders, independent dealers and distributors, with whom the Company has no
long-term contracts. Commercial building products are marketed primarily to glazing and tenant improvement contractors. Aluminum extrusions are marketed principally by direct sales to
other manufacturers.

Each
of the Company's subsidiaries has its own administrative and sales organizations. Sales are made primarily in North America.

No
customer accounted for more than 5% of net sales in 2001, and no material part of the business is dependent upon a single customer or a few customers, the loss of any one or more
of whom would have a materially adverse effect on the business of the Company. The Company does business on a current basis and has no significant backlog of unfilled firm orders.

Seasonality

Sales of products designed for residential and commercial applications are subject to cyclical swings in new construction and seasonal fluctuations due to
reduced construction activity in some marketing areas during the winter months (second and third quarters).

Materials

The Company purchases its aluminum ingot requirements from primary aluminum producers or spot metal brokers. Although increased worldwide demand produces
periods of tight supply of aluminum ingot and scrap, the Company has had satisfactory experience to date in obtaining sufficient raw materials to meet its requirements and does not anticipate material
shortages that would significantly hamper its operations.

Flat
glass is purchased from domestic glass manufacturers. The Company has had satisfactory experience to date in obtaining sufficient glass to meet its requirements.

The
Company produces the aluminum extrusions used in the products it manufactures and sells. Vinyl, wood, hardware and small parts are purchased from outside sources.

Working Capital

To maintain an adequate supply of aluminum to meet customer delivery requirements and to assure itself of a continuous allotment of materials from its
suppliers, the Company at times carries a significant inventory of aluminum ingot. Depending on price and availability, bulk quantities of ingot are purchased from either primary aluminum producers or
from spot metal brokers.

The
Company does not believe there are any abnormal working capital requirements associated with any of its product groups as merchandise is normally produced for specific customer
orders or shipped from inventory and as a general practice extended payment terms are not granted to customers.

Employees

As of June 30, 2001, the Company had approximately 1,750 full-time employees.

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Patents

The Company has no material patents, either issued or pending, and is not a party to any significant licensing agreements.

Competition and Risk

The business of International Aluminum is highly competitive. Competition in all product lines is on the basis of price, service and product quality. The
manner and extent of such competition depends on the product being marketed and the relevant marketing area. In selling its residential products to mass merchandisers, dealers and distributors, the
Company faces competition primarily from numerous fabricators. Several of the Company's major competitors in selling commercial products and aluminum extrusions are substantially larger, more
diversified and have greater resources than the Company.

The
Company anticipates that expansion of its product lines may result in its competing with certain of its present customers. While the Company cannot accurately predict the effect,
if any, that such development will have on its business, the Company anticipates no material adverse effect.

Since
a substantial portion of the Company's business is connected with residential and commercial building construction, any significant decrease in new or remodeling construction
could adversely affect revenues. Experience has shown that high interest rates for construction financing and residential mortgage and home improvement loans may adversely affect revenues.

Environmental Controls

The Company's domestic aluminum extrusion, anodizing, painting and manufacturing facilities are subject to water and air pollution control standards mandated
by federal, state and local law. While the Company anticipates no material capital expenditures to meet established environmental quality control standards, there can be no assurance that more
stringent standards will not be established which might require such expenditures.



The
information concerning income before taxes of foreign and domestic operations for fiscal years 2001, 2000 and 1999 is set forth in Note 10 to the consolidated financial
statements included on page 14 of the Company's 2001 Annual Report incorporated herein by reference. Other related information regarding foreign operations is not significant for disclosure.

ITEM 2.  PROPERTIES

The following table sets forth information concerning the location, size and use of the Company's present facilities:

|Location          |  | Square
Feet (A) |     | Use                                     
|----------------- |  | --------------- | --- | ----------------------------------------
|Alhambra, CA      |  | 221,000         |     | Aluminum extrusions, foundry & finishing
|Waxahachie, TX    |  | 272,000         |     | Aluminum extrusions, foundry & finishing
|South Gate, CA    |  | 189,000         |     | Residential products                    
|Hayward, CA       |  | 103,000         |     | Residential products                    
|Phoenix, AZ       |  | 100,000         |     | Residential products                    
|Moreno Valley, CA |  | 67,000          |     | Residential products                    
|Denver, CO        |  | 29,000          | (L) | Residential products                    
|Vernon, CA        |  | 134,000         |     | Commercial products                     

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|Bedford Park, IL            |  | 81,000  |     | Commercial products
|--------------------------- |  | ------- | --- | -------------------
|Boston, MA                  |  | 21,000  | (L) | Commercial products
|Detroit, MI                 |  | 12,000  | (L) | Commercial products
|Waxahachie, TX              |  | 159,000 |     | Commercial products
|Denver, CO                  |  | 16,000  | (L) | Commercial products
|St. Louis, MO               |  | 14,000  | (L) | Commercial products
|Dallas, TX                  |  | 36,000  | (L) | Commercial products
|Houston, TX                 |  | 19,000  | (L) | Commercial products
|Rock Hill, SC               |  | 74,000  |     | Commercial products
|Atlanta, GA                 |  | 37,000  | (L) | Commercial products
|Baltimore, MD               |  | 20,000  | (L) | Commercial products
|Langley, B.C., Canada       |  | 63,000  |     | Commercial products
|Burlington, Ontario, Canada |  | 21,000  | (L) | Commercial products
|Houston, TX                 |  | 57,000  |     | Commercial products
|Waxahachie, TX              |  | 60,000  |     | Commercial products
|Rock Hill, SC               |  | 84,000  |     | Leased to others   
|Monterey Park, CA           |  | 19,000  | (L) | Executive offices  

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Of
the 1,908,000 square feet exhibited above, 1,664,000 square feet are owned by the Company. The balance of 244,000 square feet is leased under agreements expiring at various dates.
The Company believes that its facilities are adequate for anticipated levels of operations.

ITEM 3.  LEGAL PROCEEDINGS

The Company has litigation pending, both offensive and defensive, arising from the conduct of its business, none of which are expected to have any material
effect on the Company's financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to a vote of security holders that are required to be reported under the instructions to this item.

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PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The market and dividend information is included on pages 6 and 16 of the Company's 2001 Annual Report to Shareholders and is incorporated herein by reference.

There
are no restrictions of future cash dividends.

There
were approximately 400 shareholders of record of the Company's common stock at June 30, 2001.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data pertaining to the Company for the last five years is set forth on page 4 of the Company's 2001 Annual Report to Shareholders and is
incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information is set forth on pages 2 through 6 of the Company's 2001 Annual Report to Shareholders and is incorporated herein by reference.

ITEM 7A.  DISCLOSURES ABOUT MARKET RISK

The Company has no market risk sensitive instruments that are required to be reported under the instructions to this item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Part IV, Item 14.

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

There have been no disagreements that are required to be reported under the instructions to this item.

PART III

The information required under Part III is contained in the Company's Proxy Statement for the Annual Meeting of Shareholders to be held
October 25, 2001, which information is incorporated herein by reference.

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PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

|       |  |                                                                                            |  | Page
|------ |  | ------------------------------------------------------------------------------------------ |  | ----
|(a) 1. |  | Financial Statements                                                                       |  |     
|       |  | Consolidated Financial Statements (See Note):                                              |  |     
|       |  | Balance sheetsJune 30, 2001 and 2000                                                      |  |     
|       |  | Statements for the three years ended June 30, 2001                                        |  |     
|       |  | Income                                                                                     |  |     
|       |  | Shareholders' equity                                                                       |  |     
|       |  | Cash flows                                                                                 |  |     
|       |  | Notes to consolidated financial statements                                                 |  |     
|2.     |  | Financial Statement Schedules                                                              |  |     
|       |  | Report of Independent Accountants on Financial Statement Schedules                         |  | F-1 
|       |  | Schedule for the three years ended June 30, 2001
    II Valuation and qualifying accounts |  | F-2 
|3.     |  | Exhibits                                                                                   |  |     



(b)  No
reports on Form 8-K were required to be filed during the last quarter of 2001.

NOTE:  The
consolidated financial statements referred to above are included in the 2001 Annual Report to Shareholders and are incorporated herein by reference.

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SIGNATURES

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, thereto duly authorized.

|                         |  | INTERNATIONAL ALUMINUM CORPORATION
|------------------------ |  | ----------------------------------
|Date: September 21, 2001 |  | By:                               

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.

|Signature                                         |  | Title                                                      |  | Date              
|------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------
|/s/CORNELIUS C. VANDERSTARCornelius C. Vanderstar |  | Chairman of the Board and Chief Executive Officer          |  | September 21, 2001
|/s/DAVID C. TREINENDavid C. Treinen               |  | Director; President; Secretary and Chief Operating Officer |  | September 21, 2001
|/s/MITCHELL K. FOGELMANMitchell K. Fogelman       |  | Senior Vice PresidentFinance and Chief Financial Officer  |  | September 21, 2001
|/s/MICHAEL J. NORRINGMichael J. Norring           |  | Controller and Chief Accounting Officer                    |  | September 21, 2001
|/s/DAVID M. ANTONINIDavid M. Antonini             |  | Director                                                   |  | September 21, 2001
|/s/JOHN P. CUNNINGHAMJohn P. Cunningham           |  | Director                                                   |  | September 21, 2001

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|/s/ALEXANDER L. DEANAlexander L. Dean               |  | Director |  | September 21, 2001
|--------------------------------------------------- |  | -------- |  | ------------------
|/s/JOEL F. MCINTYREJoel F. McIntyre                 |  | Director |  | September 21, 2001
|/s/KENNETH D. PETERSON, JR.Kenneth D. Peterson, Jr. |  | Director |  | September 21, 2001

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REPORT OF INDEPENDENT ACCOUNTANTS ON  FINANCIAL STATEMENT SCHEDULE

To
the Board of Directors of
International Aluminum Corporation

Our
audits of the consolidated financial statements referred to in our report dated August 21, 2001 appearing in the 2001 Annual Report to Shareholders of International
Aluminum Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(a)2 of this Form 10-K. In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial statements.

PRICEWATERHOUSECOOPERS
LLP

Los
Angeles, California
August 21, 2001

Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-57109) of
International Aluminum Corporation of our report dated August 21, 2001 relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this
Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated August 21, 2001 relating to the financial statement schedule, which appears
in this Form 10-K.

PRICEWATERHOUSECOOPERS
LLP

Los
Angeles, California
September 21, 2001

F1

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INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES    SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS    For The Three Years Ended June 30, 2001

|Description                    |      | Balance at
Beginning
of Year |   | Amounts
Charged
to Income |  | Amounts
Written
Off |         | Balance at
End
of Year
|------------------------------ | ---- | ---------------------------- | - | ------------------------- |  | ------------------- | ------- | ----------------------
|Reserves for doubtful accounts |      |                              |   |                           |  |                     |         |                       
|                               | 2001 |                              | $ | 730,000                   |  | $                   | 497,000 |                       
|                               | 2000 |                              |   | 735,000                   |  |                     | 481,000 |                       
|                               | 1999 |                              |   | 697,000                   |  |                     | 414,000 |                       

F2

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