SECURITIES AND EXCHANGE COMMISSION





FORM 10-Q



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





|For quarter ended March 31, 2001 |  | Commission File Number 1-7256
|-------------------------------- |  | -----------------------------



INTERNATIONAL ALUMINUM CORPORATION





|California(State of incorporation) |  | 95-2385235(I.R.S. Employer No.)
|---------------------------------- |  | -------------------------------
|                                  



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







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 XNo

At May 1, 2001 there were 4,244,794 shares of Common Stock outstanding.





















Page 1 of 10 Pages





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INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

INDEX







|                              | Page
|----------------------------- | ----
|PART I. Financial Information |     

|Consolidated Balance Sheets -
March 31, 2001 and June 30, 2000                                  | 3
|----------------------------------------------------------------------------------------------- | -
|Consolidated Statements of Income -
three and nine month periods ended 
March 31, 2001 and 2000 | 4
|Consolidated Statements of Cash Flows -
nine months ended March 31, 2001 and 2000               | 5
|Notes to Consolidated Financial Statements                                                      | 6
|Management's Discussion and Analysis of
Financial Condition and Results of Operations           | 8



|Signatures | 10
|---------- | --



















































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PART I

INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|Assets                                                                                                                                  |   | UnauditedMarch 31, 2001                            |  |   | AuditedJune 30, 2000                              
|--------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------- |  | - | --------------------------------------------------
|                                                                                                                                        |  
|Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and deposits
Future income tax benefits | $ | 4,025,000
36,452,000
37,923,000
4,188,0001,113,000 |  | $ | 1,678,000
39,971,000
43,384,000
3,114,0001,113,000
|Total current assets                                                                                                                    |   | 83,701,000                                         |  |   | 89,260,000                                        
|Property, plant and equipment, at cost
Accumulated depreciation                                                                         |   | 111,787,000(59,726,000)                            |  |   | 111,149,000(55,455,000)                           
|Net property, plant and equipment                                                                                                       |   | 52,061,000                                         |  |   | 55,694,000                                        
|Other assets:
Costs in excess of net assets of
purchased businesses
Other                                                               |   | 9,090,000149,000                                   |  |   | 9,533,00098,000                                   
|Total other assets                                                                                                                      |   | 9,239,000                                          |  |   | 9,631,000                                         
|                                                                                                                                        | $ | 145,001,000                                        |  | $ | 154,585,000                                       
|Liabilities and Shareholders' Equity                                                                                                    |   |                                                    |  |   |                                                   
|Current liabilities:
Accounts payable
Accrued liabilities
Advances payable to banks
Income taxes payable                                | $ | 8,124,000
9,041,000
--                             |  | $ | 6,503,000
9,452,000
9,470,000249,000              
|Total current liabilities                                                                                                               |   | 17,165,000                                         |  |   | 25,674,000                                        
|Deferred income taxes                                                                                                                   |   | 4,585,000                                          |  |   | 4,585,000                                         
|Total liabilities                                                                                                                       |   | 21,750,000                                         |  |   | 30,259,000                                        
|Shareholders' equity                                                                                                                    |   | 123,251,000                                        |  |   | 124,326,000                                       
|                                                                                                                                        | $ | 145,001,000                                        |  | $ | 154,585,000                                       





See accompanying notes to consolidated financial statements.







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Unaudited

INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

|                                                                                                                                                                                                                                                                                                                                                          |                     | Three Months EndedMarch 31,                                                               |                     | Nine Months EndedMarch 31,                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | ----------------------------------------------------------------------------------------- | ------------------- | ----------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                          |                     |                                                                                          
|                                                                                                                                                                                                                                                                                                                                                          |                     | 2001                                                                                      |                     | 2000                                                                                          
|Net sales
Cost of sales
Gross profit
Selling, gen. and admin. expenses
Income (loss) from operations
Interest (income) expense , net
Income (loss) from continuing 
operations before income taxes
Provision for income taxes
Income (loss) from continuing 
operations
Loss from discontinued operations
Gain on disposition of 
discontinued operations | $                   | 49,237,00037,678,00011,559,00012,051,000(492,000)(26,000)
(466,000)(250,000)
(216,000)
-- | $                   | 50,878,00039,438,00011,440,00013,393,000(1,953,000)121,000
(2,074,000)(850,000)
(1,224,000)
--
|Net income (loss)                                                                                                                                                                                                                                                                                                                                         | $                   | (216,000)                                                                                 | $                   | (1,224,000)                                                                                   
|                                                                                                                                                                                                                                                                                                                                                          |                     |                                                                                           |                     |                                                                                               
|Basic and diluted EPS:
Continuing operations
Discontinued operations                                                                                                                                                                                                                                                                                      |                     | $(.05)-                                                                                   |                     | $(.29)-                                                                                       
|                                                                                                                                                                                                                                                                                                                                                          |                     | $(.05)                                                                                    |                     | $(.29)                                                                                        
|Shares used to compute EPS:
Basic
Diluted                                                                                                                                                                                                                                                                                                                 | 4,244,794
4,244,794 |                                                                                           | 4,280,044
4,280,044 |                                                                                               
|Cash dividends per share                                                                                                                                                                                                                                                                                                                                  | $.30                |                                                                                           | $.30                |                                                                                               





|See accompanying notes to consolidated financial statements. | 
|------------------------------------------------------------ | 

























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Unaudited

INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



| | Nine Months EndedMarch 31,
| | --------------------------
|
| | 2001                      

Cash flows from operating activities:

|Net income
Adjustments for noncash transactions:
Depreciation and amortization 
Gain on disposition of discontinued operations
Gain on sale of fixed assets 
Changes in assets and liabilities:
Receivables
Inventories
Prepaid expenses and deposits
Accounts payable
Accrued liabilities
Income taxes payable | $ | 3,050,000
5,584,000
-
(390,000)
3,519,000
5,461,000
(1,125,000)
1,621,000
(411,000)(249,000) |  | $ | 400,000
5,339,000
(587,000)
-
1,717,000
(6,206,000)
(399,000)
(3,624,000)
(1,800,000)(93,000)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------- |  | - | ---------------------------------------------------------------------------------------------
|Net cash provided by (used in) 
operating activities                                                                                                                                                                                                                                                            |   | 17,060,000                                                                                   |  |   | (5,253,000)                                                                                  
|                                                                                                                                                                                                                                                                                                                |   |                                                                                              |  |   |                                                                                              

Cash flows from investing activities:

|Capital expenditures
Acquisition of businesses
Disposition of businesses
Proceeds from sales of capital assets |  | (4,610,000)
-
-3,187,000 |  |  | (6,558,000)
(1,222,000)
3,921,000245,000
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------ |  |  | ----------------------------------------
|Net cash used in investing activities                                                                          |  | (1,423,000)              |  |  | (3,614,000)                             
|                                                                                                               |  |                          |  |  |                                         

Cash flows from financing activities:

|Dividends paid to shareholders
Net borrowing under lines of credit
Common stock repurchased |   | (3,820,000)
(9,470,000)- |  |   | (3,862,000)
11,894,000(775,000)
|------------------------------------------------------------------------------------------- | - | ------------------------ |  | - | -------------------------------
|Net cash provided by (used in) 
financing activities                                        |   | (13,290,000)             |  |   | 7,257,000                      
|Net change in cash and cash equivalents                                                     |   | 2,347,000                |  |   | (1,610,000)                    
|Cash and cash equivalents at beginning
of period                                            |   | 1,678,000                |  |   | 2,269,000                      
|Cash and cash equivalents at end of period                                                  | $ | 4,025,000                |  | $ | 659,000                        





See accompanying notes to consolidated financial statements.



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Unaudited



INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which consist solely of normal recurring adjustments unless otherwise disclosed) necessary to present fairly, in
all material respects, its financial position as of March 31, 2001 and June 30, 2000, and the results of operations for the three and nine month periods ended March 31, 2001 and 2000 and the cash flows for the nine month periods ended March 31, 2001
and 2000. The results of operations for the three and nine month periods ended March 31, 2001 and 2000 are not necessarily indicative of the results to be expected for the full year.

The financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K.

Comprehensive Income

Comprehensive income, defined as net income and other comprehensive income, for the third quarters ended March 31, 2001 and 2000 was $(460,000) and $(1,237,000), respectively. Comprehensive income for the nine months ended March
31, 2001 and 2000 was $2,745,000 and $433,000, respectively. Other comprehensive income includes foreign currency translation adjustments recorded directly in shareholders' equity.

|Balance Sheet Components                                                                                   | March 31, 2001 |                                                      | June 30, 2000
|---------------------------------------------------------------------------------------------------------- | -------------- | ---------------------------------------------------- | -------------
|                                                                                                           |                |                                                      |              
|Inventories, lower of FIFO Cost or Market
Raw materials
Work in process
Finished goods                     | $
$            | 33,035,000
457,0004,431,000
37,923,000               |              
|Shareholders' Equity
Common stock
Paid-in capital
Retained earnings
Accumulated other comprehensive income | $
$            | 4,765,000
4,123,000
114,708,000(345,000)
123,251,000 |              



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Unaudited



Segment Information

The following presents the Company's net sales, operating income and total assets by operating segment, reconciling to the Company's totals. All data presented in thousands of dollars.

|Net Sales:                                                            |   | Three Months EndedMarch 31,       |  |   | Nine Months EndedMarch 31,       
|--------------------------------------------------------------------- | - | --------------------------------- |  | - | ---------------------------------
|                                                                      |   |                                   | 
|                                                                      |   | 2001                              |  |   | 2000                             
|Commercial
Residential
Aluminum Extrusion
Total Segments
Eliminations | $ | 27,194
12,94322,97063,107(13,870) |  | $ | 24,794
14,40427,77666,974(16,096)
|Total                                                                 | $ | 49,237                            |  | $ | 50,878                           



|Operating Income (Loss):                                                        |   | Three Months EndedMarch 31,    |  |   | Nine Months EndedMarch 31,   
|------------------------------------------------------------------------------- | - | ------------------------------ |  | - | -----------------------------
|                                                                                |   | 2001                           |  |   | 2000                         
|Commercial
Residential
Aluminum Extrusion
Total Segments
Eliminations
Corporate | $ | 1,807
8557
2,372
(593)
(2,271) |  | $ | 655
449(961)
143
(218)(1,878)
|Total                                                                           | $ | (492)                          |  | $ | (1,953)                      



|Total Assets:                                                      |   | March 31,2001                     |  |   | June 30,2000                      |  |  |  |  |  | 
|------------------------------------------------------------------ | - | --------------------------------- |  | - | --------------------------------- |  |  |  |  |  | 
|                                                                   |   |                                   |  |   |                                   |  |  | 
|                                                                   |   |                                   |  |   |                                   |  |  | 
|Commercial
Residential
Aluminum Extrusion
Total Segments
Corporate | $ | 65,100
32,17336,546
133,81911,182 |  | $ | 66,937
32,51043,779
143,22611,359 |  |  |  |  |  | 
|                                                                   |   |                                   |  |   |                                  
|                                                                   |   |                                   |  |   |                                  
|                                                                   |   |                                   |  |   |                                  
|                                                                   |   |                                   |  |   |                                  
|Total                                                              | $ | 145,001                           |  | $ | 154,585                           |  |  |  |  |  | 



























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Unaudited

INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS





Significant Changes in Results of Operations

Net sales decreased by $1,641,000 or 3.2% for the quarter ended March 31, 2001 and by $5,246,000 or 3.3% for the nine months then ended when compared with the respective fiscal 2000 periods. The decreases in sales include
reductions of $2,390,000 or 20.3% for the quarter and $5,355,000 or 15.5% for the nine months by the Aluminum Extrusion Group, which continues its marketing efforts to regain customer confidence as a result of last year's severe operational problems.
Residential Product Group sales decreased $1,562,000 or 10.9% for the quarter and $1,984,000 or 4.4% for the nine months primarily due to reduced sales to large projects. Current year efforts to garner similar jobs have not been as successful this year
compared to prior years for our wood products in Southern California as well as products from our Arizona facility. Partially offsetting these are increases of $2,311,000 or 9.3% for the quarter and $2,093,000 or 2.6% for the nine months by the Commercial
Product Group reflecting continuing recovery from last year's raw material supply problems.

Cost of sales, as a percentage of net sales, was relatively unchanged for the nine months ended March 31, 2001, however it decreased by 1.0% for the quarter then ended when compared with the 2000 period. The prior year period for our
Aluminum Extrusion Group operations contained unusually high costs associated with downtime and inefficiencies resulting from the conversion to continuous flow manufacturing. Current year efforts to realign costs for this group is largely offset by
increased material costs at our Residential and Commercial Group operations.

Selling, general and administrative expenses decreased by $1,342,000 or 10.0% for the quarter and by $5,805,000 or 14.1% for the nine month period. The decreased expenses are primarily attributable to lower employment costs directly
related to the aforementioned decrease in sales coupled with the prior year containing nonrecurring costs associated with realigning operating group management teams.

The increase in net interest income for the current quarter compared to the same period last year relates to the increase in funds available for investment. Prior year net interest expense reflected credit line utilization, repaid
during the September 2000 quarter, to fund heavy capital expenditures and increases in raw material inventories.

The effective tax rate for the nine months ended March 31, 2001 was 35.9% whereas the comparable period of the prior year was 54.5%. This decrease is primarily attributable to the prior year being unusually high, which resulted from
losses incurred in states without related tax benefit coupled with nondeductible expenses being spread over a lower income base.



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Unaudited

Liquidity and Capital Resources

Working capital at March 31, 2001 stood at $66,536,000, an increase of $2,950,000 from June 30, 2000. The ratio of current assets to current liabilities is currently 4.9 as compared to 3.5 as of the beginning of the year.

The Company projects net capital expenditures of $8,000,000 for fiscal 2001. These expenditures are for expansion of production capacity as well as normal recurring capitalized replacement items. The Company anticipates financing these
expenditures through internal cash flow and the utilization of its line of credit.

The Company's line of credit remains unchanged from that described in the June 30, 2000 Annual Report to Shareholders.





Forward-Looking Information

This report contains forward-looking statements with respect to the financial condition, results of operations and business of the Company. Such items are subject to certain risks and uncertainties that could cause actual results
to differ materially from those set forth in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



















































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INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

SIGNATURES







Pursuant to the requirements 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.

| | International Aluminum Corporation(Registrant)
| | ----------------------------------------------
|



|Date: | May 11, 2001 | MITCHELL K. FOGELMANMitchell K. Fogelman
Senior Vice President-Finance
(Principal Financial Officer)
|----- | ------------ | ----------------------------------------------------------------------------------------------------
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|      |             
|      |             



|Date: | May 11, 2001 | MICHAEL J. NORRINGMichael J. Norring
Controller
(Principal Accounting Officer)
|----- | ------------ | ------------------------------------------------------------------------------
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