SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  ---------------------------------------------


                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934






            DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): 6-25-04


                        AMERON INTERNATIONAL CORPORATION
             (Exact name of Registrant as Specified in its Charter)


         Delaware                    1-9102                 77-0100596
(State or other jurisdiction       (Commission             (IRS Employer
    of Incorporation)               File No.)            Identification No.)


245 South Los Robles Ave., Pasadena, California                91101
(Address of principal executive offices)                     (Zip Code)


               Registrant's telephone number, including area code:
                                 (626) 683-4000








Item 7.  Financial Information, Pro Forma Financial Information and Exhibits.

         (a) Financial Statements of Business Acquired:

                  Not applicable

         (b) Pro Forma Financial Information:

                  Not applicable

         (c) Exhibits:

               99.1 The   Registrant's   news  release   dated  June  25,  2004,
                    announcing its earnings for the Second Quarter ended May 31,
                    2004.

Item 12.  Results of Operations and Financial Condition.

         The Registrant's earnings release dated June 25, 2004 regarding its
Second Quarter 2004 financial results, is attached hereto as Exhibit 99.1.

         The information in this report, including the exhibit attached hereto,
is being furnished pursuant to Item 12 and shall not be deemed to be "filed" for
purposes of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities thereunder. The information in this report will not be deemed an
admission as to the materiality of any information required to be disclosed
solely to satisfy the requirements of Regulation FD or Item 12.


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Cautionary statement for purposes of the "Safe Harbor" provisions of The Private
Securities Litigation Reform Act of 1995: Any statements in this report,
including the exhibit attached hereto, that refer to the estimated or
anticipated future results of the Registrant are forward-looking and reflect the
Registrant's current analysis of existing trends and information. Actual results
may differ from current expectations based on a number of factors affecting the
Registrant's businesses, including competitive conditions and changing market
situations. Matters affecting the economy generally, including the state of
economies worldwide, can also affect the Registrant's results. Forward-looking
statements represent the Registrant's judgment only as of the date of this
report. Since actual results could differ materially from such statements, the
reader is cautioned not to rely on these forward-looking statements. Moreover,
the Registrant disclaims any intent or obligation to update these
forward-looking statements.





                                   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.


                                        AMERON INTERNATIONAL CORPORATION



Date:    June 25, 2004                  By: /s/ Javier Solis
                                        -------------------------------------
                                                Javier Solis
                                            Senior Vice President & Secretary