INTERNATIONAL ALUMINUM CORPORATION





































                                1997 ANNUAL REPORT<PAGE>
<PAGE>
COMPANY PROFILE

INTERNATIONAL ALUMINUM CORPORATION is an integrated manufacturer and supplier
of a broad line of quality aluminum, wood, vinyl and glass products.  The
Company is headquartered in Monterey Park, California and has approximately
2,000 employees.  Operations are conducted through fourteen North American
subsidiaries and one European subsidiary.

COMMERCIAL PRODUCTS - Curtain walls, window walls, storefront framing,
entrance doors and frames, interior doors and frames and interior glazing
systems.

RESIDENTIAL PRODUCTS - Aluminum, wood, vinyl and composite products including
horizontal sliding windows, vertical sliding windows, casement windows,
garden windows, bay and bow windows, special configuration windows, louvre
windows, patio doors, wardrobe mirror doors, tub enclosures and shower doors.

ALUMINUM EXTRUSIONS - Mill finish, anodized, painted and fabricated
extrusions.

GLASS PRODUCTS -  Innovative store display systems.  Fabrication, tempering
and etching of flat glass.  Distinctive lines of glass furniture.



TABLE OF CONTENTS

Financial Highlights
Letter to Shareholders
Selected Financial Data
Management's Discussion and Analysis of Financial
  Condition and Results of Operations
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Quarterly Stock Information
Report of Independent Accountants
Corporate Information
List of Subsidiaries


SAFE HARBOR STATEMENT

This annual report contains forward-looking statements with respect to the
financial condition, results of operations and business of the Company, which
include, but are not limited to, the disposition of Eland-Brandt.  Such items
are subject to certain risks and uncertainties that could cause actual
results to differ materially from those set forth in such statements.<PAGE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
Fiscal Years Ended June 30, 1997, 1996 and 1995                                                         

<CAPTION>
                                                              1997             1996             1995    
<S>                                                       <C>              <C>              <C>
Net sales                                                 $224,026,000     $215,573,000     $210,906,000

Income from operations                                    $ 10,145,000     $ 12,565,000     $ 22,034,000

Net income                                                $  5,938,000     $  7,597,000     $ 13,502,000



Per Share Data:

   Net income                                                    $1.39            $1.78            $3.18

   Dividends                                                     $1.00            $1.00            $1.00



Stock Information At Year End:

   Book value                                                   $27.71           $27.44           $26.75

   Stock price                                                  $26.50           $25.25           $31.75

</TABLE>

<PAGE>
  <PAGE>
  TO OUR SHAREHOLDERS
  
  Taken as a whole, fiscal 1997 was again a disappointing year.  Programs and
  trends that showed promise at the beginning of the year failed to materialize
  as envisioned and acquisitions made in October have proven to be more
  difficult to assimilate than anticipated.  On a brighter note, even though
  results of our June quarter were up only minutely, it now appears that as the
  1997 year closed, the long decline in profitability of our Residential Group
  has ended and its future is looking up.  On another positive note, the
  ongoing drain of Eland-Brandt in Amsterdam is nearing an end.  In fiscal 1997
  alone its losses amounted to $1,441,000 or $.34  per share.  As previously
  reported, we are currently involved in divestiture negotiations and without
  question, we will divest ourselves of Eland-Brandt in the near future.
  
  Our United States Aluminum Commercial Products Group had another banner year
  with both net income and consolidated contribution percentage increasing over
  1996.  Three more warehouse service centers were opened bringing the total
  now to twelve.  These are in addition to our primary manufacturing plants in
  Southern California, Texas, Illinois and South Carolina.  Coming on stream
  momentarily at our Waxahachie, Texas plant will be a semi-automated
  horizontal paint line.  This new $1.5 million installation will give U.S.
  Aluminum the ability to better service its customers in the Midwest and East
  on increasingly popular custom painted architectural projects.  Added by
  acquisition to the Group in October was Orca Architectural Aluminum, Ltd. of 
  Surrey, British Columbia.  To date, this operation has been limited in its
  contribution due to the small size of its physical facilities and resultant
  inability to stock a full line of U.S. Aluminum products.  It will relocate
  in November into a much larger plant which is currently under construction
  and should thereafter be in a position to become a major factor in the
  commercial glazing systems market in Western Canada.
  
  The performance of our Aluminum Extrusion Group improved markedly as the year
  progressed.  Whereas early in the year our two extrusion plants still
  suffered from squeezed margins as they did throughout fiscal 1996, in the
  last six months their earnings, while far from spectacular, rose into an
  acceptable range.
  
  Much the same pattern existed with our International California and
  International Carolina Glass fabricating companies.  The first six months
  performance was poor while the last half of the year showed a marked
  improvement with both plants equally profitable in the June quarter.
  
    <PAGE>
<PAGE>
  
  Thanks to an upturn in California housing starts as well as increasing
  acceptance of our line of vinyl windows and doors the results from our
  Residential Products Group have taken an upward turn.  While its performance
  is still far from that of the late 1980 s, it is indeed encouraging to begin
  to see the results of our product line modernization and updated marketing
  efforts starting to bear fruit.  In this regard, we have begun a major effort
  to enter the Japanese market with our residential products.  Since the Kobe
  earthquake, there has emerged a major interest there in American style
  housing construction and building materials.  We have now established regular
  sales representation in Japan and will be showing our products in three
  building material shows in the coming months.
  
  In October, Ragland Manufacturing in Houston acquired Altura Architectural
  Products which had been its major competitor in the aluminum interior door
  frame business.  While the long term outlook for this marriage is excellent,
  unforeseen costs and write-offs associated with the purchase decimated Raco
  Altura s 1997 results.  New regional sales offices have now been opened in
  Chicago and Boston in an attempt to geographically broaden its markets.  Raco
  Altura s fourth quarter results were encouraging and we feel confident that
  its future performance will return to the excellence of the past.
  
  International Aluminum s financial condition continues to be very strong. 
  Total assets increased to $145 million while shareholders  equity moved up
  to just over $118 million.  We have no long-term debt, our working capital
  as of June 30 was $66 million and our current ratio had declined slightly to
  a still excellent 4.0 to 1.  The implementation company-wide of a new
  integrated computer software system has taken longer to complete than
  originally forecast.  In those subsidiaries where it is currently up and
  operating, the goals of tighter control of manufacturing and improved
  customer service are beginning to be achieved.  We continue to feel that when
  fully implemented it will allow us to meet the challenges of the future
  business environment in which we will operate.
  
  
  CORNELIUS C. VANDERSTAR                           JOHN P. CUNNINGHAM
  
  Cornelius C. Vanderstar                           John P. Cunningham
  Chairman                                          President
  
    August 25, 1997<PAGE>
<PAGE>
<TABLE>
SELECTED FINANCIAL DATA

<CAPTION>
Year Ended June 30                 1997            1996            1995            1994            1993    
<S>                            <C>             <C>             <C>             <C>             <C>
Sales and Earnings -
  Building products
    Commercial                 $105,781,000    $ 97,801,000    $ 87,002,000    $ 66,843,000    $ 60,340,000,
    Residential                  51,266,000      51,879,000      53,108,000      52,081,000      49,308,000
    Extrusions                   51,957,000      49,462,000      53,747,000      38,616,000      28,585,000
                                209,004,000     199,142,000     193,857,000     157,540,000     138,233,000
  Glass products                 15,022,000      16,431,000      17,049,000      17,233,000      13,962,000
Total net sales                $224,026,000    $215,573,000    $210,906,000    $174,773,000    $152,195,000

Income before
  accounting change            $  5,938,000    $  7,597,000    $ 13,502,000    $  7,365,000    $  3,602,000
Accounting change                                                                 1,430,000                
Net income                     $  5,938,000    $  7,597,000    $ 13,502,000    $  8,795,000    $  3,602,000

Per share:
  Income before
    accounting change                 $1.39           $1.78           $3.18           $1.74           $ .85
  Accounting change                                                                     .34                
  Net income                          $1.39           $1.78           $3.18           $2.08           $ .85

  Dividends declared                  $1.00           $1.00           $1.00           $1.00           $1.00

  Average shares outstanding      4,263,392       4,257,473       4,240,371       4,226,733       4,219,401

Financial Data at Year End -
  Working capital              $ 66,139,000    $ 71,896,000    $ 68,395,000    $ 63,452,000    $ 61,447,000
  Total assets                  145,041,000     141,843,000     138,104,000     129,030,000     123,938,000
  Long-term debt                                                    542,000       1,103,000       1,665,000
  Shareholders' equity          118,240,000     116,882,000     113,771,000     103,435,000      98,947,000

</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Significant Changes in Results of Operations
1997 vs. 1996
Net sales for fiscal 1997 increased by $8,453,000 or 3.9% from net
sales of fiscal 1996.  This increase is the composite of a $10,619,000
increase in North American sales and a $2,166,000 decrease in European
sales.  The sales increase primarily consists of a $7,980,000 or 8.2%
increase in sales of commercial products reflecting the acquisitions
of Altura and Orca coupled with the increased demand for exterior
commercial products in the western and southern regions of the United
States.

Cost of sales decreased to 72.0% of sales in 1997 as compared with
72.2% in 1996.  This decrease is primarily attributable to increased
margins in the Aluminum Extrusion Group resulting from decreased
material costs.  This was partially offset with inventory and asset
writedowns related to the absorption of Altura into Ragland and
additional workers compensation insurance expense related to a major
industrial accident during the current year.

Selling, general and administrative expenses were 23.5% of sales in
1997 as compared with 22.0% in 1996.  Expenses in the current year
have risen by $5,258,000.  The continuing portion of this increase
primarily relates to additional selling costs associated with sales
personnel and marketing programs resulting from the purchase of Altura
as well as the continued expansion of the Commercial Products
satellite warehouse program.  The non-recurring portion of the
increase relates to a writedown of long-lived assets, restructuring
charges related to the absorption of Altura and retrospective charges
for workers compensation insurance.  The retrospective adjustments had
been positive in recent years but took a substantial swing to the
negative during this fiscal year.

The decrease in interest income relates to the significantly decreased
level of funds available for investment primarily due to the cash
purchases of Altura and Orca.<PAGE>
1996 vs. 1995
Fiscal year 1996 net sales increased by $4,667,000 or 2.2% from the
fiscal year 1995 level.  This increase is comprised of a $3,106,000
increase in domestic sales and a $1,561,000 increase in foreign sales. 
The overall sales increase was driven by a $10,799,000 or 12.4%
increase in sales of commercial products reflecting the increased
demand for these products in the southern and eastern regions of the
United States.  Partially offsetting this were the $4,285,000 or 8.0%
decrease in sales by the Aluminum Extrusion Group, resulting from
reduced sales volume into the West Coast marketing area, and a
$1,229,000 or 2.3% decrease in sales by the Residential Products Group
into the Southern California area.

Gross profit was 27.8% of sales in 1996 as compared with 32.2% in
1995.  This decrease is primarily attributable to significantly
decreased margins in the Aluminum Extrusion Group resulting from lower
volume and declining prices.  Also, as a result of increased material
costs and lower sales volume, decreased margins were experienced by
the Company's Residential Products Group.

Selling, general and administrative expenses were 22.0% of sales in
1996 as compared with 21.8% in 1995.  Expenses in the current year
have risen by $1,421,000 primarily due to additional selling costs
associated with the expansion of the Commercial Products Group
satellite warehouse program.  

The decrease in investment income relates to significant increases in
the market values of interest rate sensitive securities during the
prior year.
<PAGE>
Inflation
Because the Company's products are predominately made-to-order, the
impact of inflation on operating results is typically not significant.
The Company attempts to alleviate inflationary pressures by increasing
selling prices to help offset rising costs (subject to competitive
conditions), increasing productivity and improving design. 

Liquidity and Capital Resources
Working capital at June 30, 1997 was $66,139,000 compared to
$71,896,000 at June 30, 1996 and $68,395,000 at June 30, 1995.  The
ratio of current assets to current liabilities was 4.0 at the end of
1997 compared to 4.5 at the end of 1996 and 4.6 at the end of 1995. 
The Company continues to be in excellent position to meet its short-
term operating and discretionary cash requirements.  Funds in excess
of current operating requirements are invested in short-term interest-
bearing instruments.

Capital expenditures for property, plant and equipment of
approximately $7,508,000 in 1997, $5,680,000 in 1996 and $11,886,000
in 1995 were financed through internal cash flow.  Additionally,
during the 1997 fiscal year the Company expended $6,971,000 to
complete two acquisitions (see Note 10).  In addition to the normal
annual expenditures for replacement items, the Company  projects
capital expenditures for fiscal 1998 of $6,000,000  for scheduled
expansion of production capacity.  The Company anticipates financing
these expenditures through internal cash flow.

The Company had $10,000,000 in available credit at the end of 1997
under a short-term borrowing arrangement with a bank.

The Company's financial condition remains strong.  The Company
believes that its cash, other liquid assets, operating cash flows and
borrowing capacity, taken together, provide more than adequate
resources to fund ongoing operating requirements and future capital
expenditures related to the expansion of existing businesses.<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
June 30, 1997 and 1996                                                                                      

<CAPTION>
Assets                                                                        1997                  1996    
<S>                                                                       <C>                   <C>
Current assets:
  Cash and cash equivalents                                               $  6,485,000          $ 13,230,000
  Accounts receivable, less reserve of
    $614,000 in 1997 and $571,000 in 1996                                   35,773,000            34,498,000
  Unbilled receivables                                                         885,000               823,000
  Inventories                                                               41,993,000            39,582,000
  Prepaid expenses                                                           1,834,000             2,712,000
  Future income tax benefits                                                 1,289,000             1,350,000
       Total current assets                                                 88,259,000            92,195,000




Property, plant and equipment, at cost:
  Land                                                                       7,714,000             8,161,000
  Buildings and improvements                                                29,895,000            30,513,000
  Machinery and equipment                                                   60,068,000            59,577,000
  Construction in process                                                    1,887,000                47,000
                                                                            99,564,000            98,298,000
  Accumulated depreciation                                                 (53,600,000)          (53,356,000)
                                                                            45,964,000            44,942,000





Other assets:
  Costs in excess of net assets of purchased businesses                     10,290,000             4,706,000
  Other                                                                        528,000                      
                                                                            10,818,000             4,706,000
                                                                          $145,041,000          $141,843,000


<FN>
See accompanying notes to consolidated financial statements.

/TABLE
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
June 30, 1997 and 1996                                                                                      

<CAPTION>
Liabilities and Shareholders' Equity                                          1997                  1996    
<S>                                                                       <C>                   <C>
Current liabilities:
  Accounts payable                                                        $  9,417,000          $ 10,190,000
  Accrued liabilities                                                       11,727,000             9,343,000
  Income taxes payable                                                         976,000               766,000
       Total current liabilities                                            22,120,000            20,299,000


Other liabilities:
  Deferred income taxes                                                      4,362,000             4,337,000
  Other                                                                        319,000               325,000
                                                                             4,681,000             4,662,000


Commitments (Note 6)


Shareholders' equity:
  Capital Stock -
    Preferred, $10.00 par value -
      Authorized - 500,000 shares
      Outstanding - none
    Common, $1.00 par value -
      Authorized - 10,000,000 shares
      Outstanding - 4,267,419 shares in 1997
         and 4,260,180 shares in 1996                                        4,741,000             4,734,000
  Paid-in capital                                                            3,809,000             3,719,000
  Retained earnings, including cumulative
    translation adjustment of $2,275,000
    in 1997 and $2,687,000 in 1996                                         109,690,000           108,429,000
                                                                           118,240,000           116,882,000
                                                                          $145,041,000          $141,843,000

/TABLE
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
For the years ended June 30, 1997, 1996 and 1995                                                            

<CAPTION
                                                                  1997             1996             1995    
<S>                                                           <C>              <C>              <C>
Net sales                                                     $224,026,000     $215,573,000     $210,906,000
Cost of sales                                                  161,272,000      155,657,000      142,942,000
   Gross profit                                                 62,754,000       59,916,000       67,964,000
Selling, general and administrative expenses                    52,609,000       47,351,000       45,930,000
   Income from operations                                       10,145,000       12,565,000       22,034,000
Interest income                                                    198,000          311,000          580,000
Interest expense                                                  (115,000)        (109,000)         (92,000)
   Income before income taxes                                   10,228,000       12,767,000       22,522,000
Provision for income taxes                                       4,290,000        5,170,000        9,020,000
   Net income                                                 $  5,938,000     $  7,597,000     $ 13,502,000

Earnings per common share                                            $1.39            $1.78            $3.18

</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended June 30, 1997, 1996 and 1995                                                            

<CAPTION>
                                            Common Stock      
                                        Number                     Paid-in        Retained
                                       of Shares      Amount       Capital        Earnings          Total   
<S>                                    <C>          <C>           <C>           <C>             <C>
Balance, June 30, 1994                 4,230,780    $4,704,000    $3,359,000    $ 95,372,000    $103,435,000
   Exercise of stock options              22,009        22,000       253,000                         275,000
   Translation adjustment                                                            801,000         801,000
   Cash dividends                                                                 (4,242,000)     (4,242,000)
   Net income                                                                     13,502,000      13,502,000
Balance, June 30, 1995                 4,252,789     4,726,000     3,612,000     105,433,000     113,771,000
   Exercise of stock options               7,391         8,000       107,000                         115,000
   Translation adjustment                                                           (342,000)       (342,000)
   Cash dividends                                                                 (4,259,000)     (4,259,000)
   Net income                                                                      7,597,000       7,597,000
Balance, June 30, 1996                 4,260,180     4,734,000     3,719,000     108,429,000     116,882,000
   Exercise of stock options               7,239         7,000        90,000                          97,000
   Translation adjustment                                                           (412,000)       (412,000)
   Cash dividends                                                                 (4,265,000)     (4,265,000)
   Net income                                                                      5,938,000       5,938,000
Balance, June 30, 1997                 4,267,419    $4,741,000    $3,809,000    $109,690,000    $118,240,000


<FN>
See accompanying notes to consolidated financial statements.

/TABLE
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 1997, 1996 and 1995                                                            

<CAPTION>
                                                                 1997              1996              1995   
<S>                                                          <C>               <C>               <C>
Cash flows from operating activities:
   Net income                                                $ 5,938,000       $ 7,597,000       $13,502,000
   Adjustments for noncash transactions:
     Depreciation and amortization                             5,596,000         5,204,000         4,793,000
     Change in deferred income taxes                              86,000            87,000          (240,000)
     Net loss on disposition of assets                           413,000
   Changes in assets and liabilities:
     Receivables                                                 176,000           501,000           261,000
     Inventories                                              (1,095,000)        2,107,000       (12,844,000)
     Prepaid expenses and other                                  910,000           455,000          (419,000)
     Accounts payable                                         (1,288,000)        1,968,000          (859,000)
     Accrued liabilities and other                               926,000          (191,000)          539,000
     Income taxes payable                                         93,000          (333,000)         (670,000)
     Net cash provided by operating activities                11,755,000        17,395,000         4,063,000

Cash flows from investing activities:
   Capital expenditures                                       (7,508,000)       (5,680,000)      (11,886,000)
   Proceeds from sales of capital assets                         625,000           337,000         2,530,000
   Acquisition of businesses, net of cash acquired            (6,971,000)
   Changes in investments                                                        2,213,000         7,074,000
     Net cash used in investing activities                   (13,854,000)       (3,130,000)       (2,282,000)

Cash flows from financing activities:
   Repayment of long-term debt                                  (542,000)         (423,000)         (700,000)
   Exercise of stock options                                      97,000           115,000           275,000
   Dividends paid to shareholders                             (4,265,000)       (4,259,000)       (4,242,000)
     Net cash used in financing activities                    (4,710,000)       (4,567,000)       (4,667,000)

Effect of exchange rate changes on cash                           64,000           (18,000)           23,000
Net change in cash and cash equivalents                       (6,745,000)        9,680,000        (2,863,000)
Cash and cash equivalents at beginning of year                13,230,000         3,550,000         6,413,000
Cash and cash equivalents at end of year                     $ 6,485,000       $13,230,000       $ 3,550,000


<FN>
See accompanying notes to consolidated financial statements.

/TABLE
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Significant accounting policies and procedures -

(a)  Principles of consolidation

The accompanying consolidated financial statements include the accounts of
the Company and all its domestic and foreign subsidiaries.  All significant
intercompany transactions and accounts have been eliminated in consolidation. 
To expedite reporting, the Company follows the practice of consolidating its
European subsidiary using a year ending one month prior to the June 30th year
end of its North American subsidiaries.

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from those
estimates.

(b)  Cash and cash equivalents

Cash and cash equivalents include cash on hand and marketable securities with
original maturities of three months or less.

(c)  Long-term contracts

Certain sales of the Company's Netherlands subsidiary, Eland- Brandt, B.V.,
are made under contracts covering extended periods of time.  These contracts
are accounted for by the percentage-of-completion method on the basis of
total costs of shipments compared to total estimated costs.  Costs and
estimated earnings in excess of billings on uncompleted contracts are
classified as "Unbilled receivables".  It is anticipated that all such
receivables will be collected within one year.

(d)  Inventories

Inventories, stated at the lower of cost (first-in, first-out) or market, are
summarized as follows:

                                                    1997            1996   
Raw materials                                   $32,275,000     $29,667,000
Work in process                                   2,320,000       2,252,000
Finished goods                                    7,398,000       7,663,000
                                                $41,993,000     $39,582,000
<PAGE>
(e)  Depreciation and amortization policies

Depreciation and amortization are provided over the estimated useful lives of
the assets or the remaining terms of the leases, whichever is shorter, using
the straight-line method for financial reporting purposes and accelerated
methods for tax purposes.

The excess of the purchase price over the underlying book value of the
companies acquired is classified as "Costs in excess of net assets of
purchased businesses".  The related amounts of $12,169,000 at June 30, 1997
and $6,095,000 at June 30, 1996 are generally being amortized using the
straight-line method over periods of up to forty years.  Accumulated
amortization totalled $1,879,000 at June 30, 1997 and $1,389,000 at
June 30, 1996.

(f)  Impairment of Long-Lived Assets

Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" requires a review of long-lived assets for impairment whenever
circumstances indicate that the carrying amount may not be recoverable.  In
fiscal 1997, property, plant and equipment was written down by $888,000 under
the provisions of SFAS 121.


Note 2.  Earnings per common share -

Earnings per share are based upon the weighted average number of common and
common equivalent shares outstanding during the year.  Common equivalent
shares are excluded from the computation in the periods in which they have an
antidilutive effect.  Earnings per share have been computed based upon
4,263,392 shares in 1997, 4,257,473 shares in 1996 and 4,240,371 shares in
1995.


Note 3.  Statement of Cash Flows - 

Cash payments for interest were $99,000 in 1997, $140,000 in 1996 and
$181,000 in 1995.  Cash payments for income taxes were $4,200,000 in 1997,
$5,496,000 in 1996 and $9,876,000 in 1995.  During 1997, a $530,000 long term
note was received in conjunction with the sale of an idle facility.


Note 4.  Short-term debt and line of credit - 

The Company has a loan agreement with a domestic bank providing for a
$10,000,000 unsecured short-term line of credit at 55 basis points below the
bank's prevailing prime interest rate (7.95 percent at June 30, 1997).  There
was no amount outstanding under the agreement at June 30, 1997.<PAGE>

Note 5.  Accrued liabilities -

Components of accrued liabilities at June 30, 1997 and 1996 are:

                                                    1997           1996   
Wages and compensated absences                  $ 4,619,000     $4,129,000
Taxes, other than income taxes                    1,550,000      1,384,000
Insurance                                         2,284,000        987,000
Dividends                                         1,067,000      1,065,000
Other                                             2,207,000      1,778,000
                                                $11,727,000     $9,343,000

Note 6.  Commitments -

The Company is committed under lease agreements expiring at various dates to
2002.  Certain of the leases have renewal options for periods up to five
years and others provide for rent revisions at various dates.  Under the
leases the Company is obligated to pay property taxes, insurance and
maintenance.  All facility leases are classified as operating leases.

Real property rental expense was $1,172,000 in 1997, $751,000 in 1996 and
$705,000 in 1995.  Real property rental commitments for the next five fiscal
years are $1,078,000 in 1998, $898,000 in 1999, $682,000 in 2000, $472,000 in
2001 and $175,000 in 2002.


<PAGE>
Note 7.  Stock options -

At June 30, 1997 there were 527,075 common shares reserved and available for
issuance to certain executive and managerial employees under the Company's
Stock Option Plans.  Options have an exercise price equal to the market price
of the stock on the date of grant, a term of ten years and generally become
exercisable over a five year period.  The Company applies APB Opinion 25 and
related Interpretations in accounting for its plans.  There would have been
no material change in reported net income and earnings per share had
compensation cost been determined based on the fair value at the grant dates
consistent with SFAS 123, "Accounting for Stock-Based Compensation".

At June 30, 1997 there were 241,075 incentive stock options outstanding, of
which 69,875 were exercisable.  Payment upon exercise may be either cash or
the delivery of Company common stock of equivalent value.  Shares surrendered
by optionees (1,390 shares in 1997 and 319 in 1996) are immediately retired.

The transactions for shares under options for the three years ended June 30,
1997 were:

                                           Number of     Weighted-Average
                                             shares       Exercise Price 
Outstanding, June 30, 1994                   72,676           $15.38
   Exercised                                (29,262)           15.38
Outstanding, June 30, 1995                   43,414            15.38
   Granted                                  214,000            28.00
   Exercised                                 (7,710)           15.38
Outstanding, June 30, 1996                  249,704            26.20
   Exercised                                 (8,629)           15.38
Outstanding, June 30, 1997                  241,075            26.57



<PAGE>
<TABLE>
Note 8. Income taxes -

The components of income before United States and foreign income taxes are:
<CAPTION>
                                                                 1997            1996            1995   
<S>                                                          <C>             <C>             <C>
Domestic                                                     $11,757,000     $13,352,000     $23,290,000
Foreign                                                       (1,529,000)       (585,000)       (768,000)
                                                             $10,228,000     $12,767,000     $22,522,000


The provision for income taxes is comprised of the following:
                                                                 1997            1996            1995   
Current -
   Federal                                                   $ 3,901,000     $ 4,448,000     $ 8,055,000
   State                                                         303,000         635,000       1,205,000
   Foreign                                                                                              
                                                               4,204,000       5,083,000       9,260,000
Deferred -
   Federal                                                       102,000         114,000        (220,000)
   State                                                         (16,000)        (27,000)        (20,000)
   Foreign                                                                                              
                                                                  86,000          87,000        (240,000)
                                                             $ 4,290,000     $ 5,170,000     $ 9,020,000


A reconciliation between the provisions for income taxes, computed by applying the Federal statutory rate
to income before taxes, and the book provisions for income taxes follows:

                                                                 1997            1996           1995   
Taxes on book income at statutory rate                       $ 3,580,000     $ 4,468,000     $ 7,883,000
Increases (decreases) resulting from:
   State income taxes, net of Federal income tax benefit         183,000         395,000         770,000
   Foreign losses with no income tax benefit                     535,000         205,000         269,000
   Other                                                          (8,000)        102,000          98,000
Provision for income taxes                                   $ 4,290,000     $ 5,170,000     $ 9,020,000


/TABLE
<PAGE>
<TABLE>
Deferred income taxes result from temporary differences in the recognition of income and expenses for tax
and financial statement purposes.  The tax effects of the significant temporary differences which comprise
the deferred tax assets and liabilities at yearend are as follows: 
<CAPTION>
                                                                                  1997           1996   
<S>                                                                            <C>            <C>
Inventory                                                                      $  413,000     $  415,000
Accrued liabilities                                                               737,000        688,000
Other                                                                             139,000        247,000
   Net deferred tax asset                                                      $1,289,000     $1,350,000

Property, plant and equipment                                                  $4,129,000     $4,141,000
Other                                                                             233,000        196,000
   Net deferred tax liability                                                  $4,362,000     $4,337,000

</TABLE>
<TABLE>
Note 9.  Segment and geographical information -

The Company is a vertically integrated manufacturer of building products with European operations in The
Netherlands.

Sales, net income and identifiable assets for North American and European operations for the last three years
are as follows:
<CAPTION>
                                                              1997             1996             1995    
<S>                                                       <C>              <C>              <C>
Sales:
  North America                                           $212,685,000     $202,066,000     $199,046,000
  Europe                                                    11,341,000       13,507,000       11,860,000
                                                          $224,026,000     $215,573,000     $210,906,000

Net income:
  North America                                           $  7,379,000     $  8,182,000     $ 14,270,000
  Europe                                                    (1,441,000)        (585,000)        (768,000)
                                                          $  5,938,000     $  7,597,000     $ 13,502,000

Identifiable assets:
  North America                                           $138,572,000     $134,822,000     $129,934,000
  Europe                                                     6,469,000        7,021,000        8,170,000
                                                          $145,041,000     $141,843,000     $138,104,000

/TABLE
<PAGE>
Note 10.  Acquisitions - 

On October 1, 1996, the Company completed the purchase of Orca Coatings Ltd.
("Orca") of Surrey, British Columbia, Canada and the purchase of Altura
Architectural Products, Inc. ("Altura") of Houston, Texas in two separate
transactions.  Orca is an architectural coatings applicator and a distributor
of storefront and architectural metal products.  Effective with the
acquisition, the company was renamed Orca Architectural Aluminum Ltd. and
became a member of the Commercial Products Group.  Altura, a manufacturer of
interior aluminum office fronts whose product line and operations mirrored
those of the Company's Ragland Manufacturing subsidiary, was merged into
Ragland.  The combined entity, Raco Altura, Inc., is a member of the
Commercial Products Group.

The Orca and Altura acquisitions were made with $6,971,000 of cash from the
Company's existing cash reserves.  The estimated fair market value of the net
assets acquired was $897,000.  The $6,074,000 excess of purchase price over
the estimated fair value was allocated to goodwill and is being amortized on
a straight line basis over periods of 5 to 30 years.  Proforma results for
fiscal 1997 and 1996 have not been presented as they are not materially
different from historical amounts.


<TABLE>
Note 11.  Unaudited quarterly financial information - 

Quarterly financial information for the fiscal years ended June 30, 1997 and 1996 is summarized as follows:
<CAPTION>
                               First          Second           Third          Fourth           Fiscal   
                              Quarter         Quarter         Quarter         Quarter           Year    
<S>                         <C>             <C>             <C>             <C>             <C>
1997
Net sales                   $56,928,000     $56,161,000     $53,593,000     $57,344,000     $224,026,000
Cost of sales                40,838,000      40,350,000      39,053,000      41,031,000      161,272,000
Net income                    1,336,000       1,273,000         900,000       2,429,000        5,938,000
Earnings per share                  .31             .30             .21             .57             1.39

1996
Net sales                   $56,038,000     $54,354,000     $49,910,000     $55,271,000     $215,573,000
Cost of sales                40,640,000      38,844,000      36,213,000      39,960,000      155,657,000
Net income                    2,076,000       2,017,000       1,120,000       2,384,000        7,597,000
Earnings per share                  .49             .47             .26             .56             1.78

</TABLE>






<TABLE>
QUARTERLY STOCK INFORMATION
<CAPTION>
                                            1997                                     1996               

                                High         Low       Dividend          High         Low       Dividend
<S>                            <C>         <C>         <C>              <C>         <C>         <C>
First Quarter                  $26         $24 1/8       $ .25          $34 5/8     $31           $ .25
Second Quarter                  26          24             .25           31 7/8      28             .25 
Third Quarter                   27 5/8      25             .25           31          25 1/4         .25 
Fourth Quarter                  26 3/4      25             .25           28          24 5/8         .25 
Year                           $27 5/8     $24           $1.00          $34 5/8     $24 5/8       $1.00 

/TABLE
<PAGE>
       <PAGE>
       REPORT OF INDEPENDENT ACCOUNTANTS
       
       
       
       
       
                                                             P
       PRICE WATERHOUSE LLP                                  W
       
       
       
       
       
       
       To the Board of Directors and Shareholders of
       International Aluminum Corporation
       
       
       In our opinion, the accompanying consolidated balance sheets
       and the related consolidated statements of income,
       shareholders' equity and cash flows present fairly, in all
       material respects, the financial position of International
       Aluminum Corporation and its subsidiaries at June 30, 1997 and
       1996, and the results of their operations and their cash flows
       for each of the three years in the period ended June 30, 1997,
       in conformity with generally accepted accounting principles. 
       These financial statements are the responsibility of the
       Company's management; our responsibility is to express an
       opinion on these financial statements based on our audits.  We
       conducted our audits of these statements in accordance with
       generally accepted auditing standards which require that we
       plan and perform the audit to obtain reasonable assurance
       about whether the financial statements are free of material
       misstatement.  An audit includes examining, on a test basis,
       evidence supporting the amounts and disclosures in the
       financial statements, assessing the accounting principles used
       and significant estimates made by management, and evaluating
       the overall financial statement presentation.  We believe that
       our audits provide a reasonable basis for the opinion
       expressed above.
       
       
       PRICE WATERHOUSE LLP
       
       Los Angeles, California
       August 19, 1997
              <PAGE>
<PAGE>
<TABLE>
CORPORATE INFORMATION
<CAPTION>
DIRECTORS                                                       OFFICERS
<S>                                                             <C>
Cornelius C. Vanderstar                                         John P. Cunningham
Chairman of the Board                                           President

John P. Cunningham                                              David C. Treinen
                                                                Senior Vice President - Finance and
David C. Treinen                                                Administration; Secretary
                                                           
Hugh E. Curran                                                  Ronald L. Rudy 
Retired Vice President - Sales of                               Senior Vice President - Operations
International Aluminum Corporation
                                                                Mitchell K. Fogelman
Joel F. McIntyre                                                Vice President - Controller
Senior Partner in the Law Firm of
McIntyre, Borges & Burns                                        Michael S. Snodgrass
                                                                Vice President - Human Resources
Alexander van de Pol                                       
Retired President and                                           Roland A. Young
Chairman of the Board of                                        Treasurer; Assistant Secretary
Commonwealth Metals-Pacific

Donald J. Willfong
Executive Vice President of
Sutro & Co.                                                




STOCK TRANSFER AGENT AND REGISTRAR                              ELECTRONIC TRANSFER OF DIVIDENDS

Continental Stock Transfer & Trust Company                      For information and forms, write to:
2 Broadway                                                      Corporate Secretary
New York, NY  10004                                             International Aluminum Corporation
(212) 509-4000                                                  P. O. Box 6
                                                                Monterey Park, CA  91754



                                                                ANNUAL SHAREHOLDERS MEETING
STOCK EXCHANGE LISTINGS
                                                                2 p.m., Thursday, October 30, 1997
New York Stock Exchange                                         International Aluminum Corporation
Pacific Exchange                                                767 Monterey Pass Road
Trading Symbol - IAL                                            Monterey Park, California 91754
/TABLE
<PAGE>
<PAGE>
<TABLE>
SUBSIDIARIES BY PRODUCT CLASS
<CAPTION>
COMMERCIAL -                                                    RESIDENTIAL -
<S>                                                             <C>
United States Aluminum Corporation                              International Window Corporation
   Vernon, California                                              South Gate, California
   Hayward, California
   Las Vegas, Nevada                                            International Window-Northern California
   Seattle, Washington                                             Hayward, California

United States Aluminum Corporation-Illinois                     International Window-Arizona, Inc.
   Bedford Park, Illinois                                         Phoenix, Arizona
   Baltimore, Maryland
   Boston, Massachusetts                                        Maestro Products, Inc. 
   Detroit, Michigan                                               Moreno Valley, California

United States Aluminum Corporation-Texas                        Eland-Brandt, B.V.
   Waxahachie, Texas                                               Amsterdam, The Netherlands
   Denver, Colorado
   St. Louis, Missouri
   Dallas, Texas 
   Houston, Texas

United States Aluminum Corporation-Carolina
   Rock Hill, South Carolina
   Orlando, Florida
   Atlanta, Georgia

Raco Altura, Inc.
   Houston, Texas
   Dallas, Texas
   Waxahachie, Texas

Orca Architectural Aluminum Ltd.
   Surrey, British Columbia, Canada





ALUMINUM EXTRUSIONS -                                           GLASS -

International Extrusion Corporation                             International California Glass Corporation
   Alhambra, California                                            South Gate, California

International Extrusion Corporation-Texas                       International Carolina Glass Corporation
   Waxahachie, Texas                                               Rock Hill, South Carolina
/TABLE
<PAGE>
<PAGE>









































                                     International Aluminum Corporation
                                           767 Monterey Pass Road
                                      Monterey Park, California 91754
                                               (213) 264-1670<PAGE>